VODACOM GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/005461/06)
(JSE share code: VOD)
(ISIN: ZAE000132577
("Vodacom" or the "company")

Notice is hereby given that the fourteenth annual general meeting of members will be held on Friday 31 July 2009 in the Dome, Vodaworld, 082 Vodacom Boulevard, Vodavalley, Midrand, Johannesburg, South Africa at 10:00 to conduct the following business:

To elect:

All retiring directors are eligible and available for re-election.

The profiles of the directors up for election appear in this annual report.

To ratify the level of annual fees currently earned by non-executive directors, which fees were agreed when the company was a private company:

The annual fee payable to the Chairman of the Board is inclusive of any committee fees. No fees are payable for any special meetings that could be convened.

Special resolution
"RESOLVED THAT the directors of the company be and are hereby authorised to approve the purchase by the company, or by any of its subsidiaries, of the company’s ordinary shares subject to the provisions of the Companies Act, 1973, as amended, and the Listings Requirements of JSE Limited ("JSE"), provided that:

Directors’ responsibility statement
The directors, collectively and individually, accept full responsibility for the accuracy of the information pertaining to this special resolution and certify to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that this special resolution contains all information required by the JSE Listing Requirements.

Litigation statement
The directors, are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, other than what has been disclosed below, that may have or have had in the previous twelve months a material effect on the group’s financial position.

Vodacom SA vs ICASA and others

Vodacom SA launched an application in the High Court seeking interim relief against ICASA on an urgent basis. The matter was initially set down for 15 August 2008. The relief sought was twofold, to stay a regulation restricting handset subsidies and to review the process or lack thereof by ICASA. ICASA consented to the interim relief and the regulation was postponed sine die. However, after reviewing the matter ICASA decided to withdraw the Regulations as published and restart the consultative process with a view to formulating new regulations in this regard. This was communicated by ICASA in terms of the media release dated 6 February 2009.

Kenneth Makate vs VSPC

Plaintiff was previously employed by Vodacom. He claims to have invented the "Please Call Me" application and has sued Vodacom for a royalty. Vodacom is opposing the matter on the following grounds namely (i) his action has prescribed; and (ii) he did not invent the application and even if he did his contract of employment states that any invention whilst employed by Vodacom belongs to Vodacom.

Zietsman & Others vs Vodacom SA & Others

The Plaintiffs rely on a non-disclosure agreement and a breach of a patent in their claim, alleging that their interactive device which interacts with the television covers cellular phones as used to vote in the Big Brother television show. The Defendants deny the validity of the patent in this regard and deny any breach of agreement.

Zietsman vs Vodacom SA & Others

The Plaintiff if one of the Plaintiffs in Zietsman & Others vs Vodacom SA & Others referred to above. In this matter he relies on a patent referred to in the aforesaid matter and which he has brought in the patent court. The Defendants deny the validity of the patent. There are three interlocutory applications brought by Vodacom; an application for security of costs, an application to set aside an amendment to the original patent and an application to extend the time period for filing its plea pending the outcome of the other applications. Vodacom succeeded in the three interlocutory applications which were heard on 22 September 2005 before De Vos J. The plaintiff has appealed the application for security of costs.

Vodacom SA vs ICASA and Minister of Communications and Another

Vodacom applied to the High Court to set aside the Interconnection Guidelines made by the First Respondent and promulgated by the Second Respondent. The order sought is one declaring that the First Respondent lacks the power to declare Vodacom SA to be a major operator. All pleadings have closed and a court date is awaited.

Competition Commission vs Vodacom SA

During 2005 the Competition Commission received a complaint about excessively high mobile phone rates stemming from the Interconnect Agreement between Vodacom SA and MTN. The matter was addressed by Vodacom SA, however, it has re-surfaced, with the Competition Commission deciding to investigate the matter further. Vodacom SA requested a postponement to gather documentation and information. Vodacom SA submitted the documentation and information and is awaiting the Competition Commission’s decision whether or not to refer the matter to the Competition Tribunal. If Vodacom SA is found to have committed prohibited practices as contained in the Competition Act, Vodacom SA could be required to cease these practices and be fined a penalty of up to 10% of Vodacom’s annual turnover, excluding the turnover of subsidiaries and joint ventures, for the financial year prior to the dates of the complaints. The Competition Commission has to date not imposed the maximum penalty on any offender

Cosatu vs Vodacom Group Limited & Others

Applicant launched an application for a declaratory regarding the process followed by ICASA in relation to the sale of Telkom shares in Vodacom to Vodafone.

Material change
There have been no material changes in the affairs or financial position of the company and its subsidiaries since year-end.

Ordinary resolution
"RESOLVED THAT the Vodacom Group forfeiture share plan, tabled at the meeting and initialled for purposes of identification be and is hereby adopted by the company and the directors are authorised to take all steps necessary to implement the forfeiture share plan".

In terms of JSE Listings Requirements, a 75% majority of all votes cast is required for the adoption of this ordinary resolution.

Salient features of the Vodacom Group forfeitable share plan

Introduction
In line with global best practice and emerging South African practice, the company intends to adopt a new share incentive plan for its employees, a forfeitable share plan. This plan is in line with practice in FTSE 100 and FTSE 250 companies in the UK and with several recently adopted schemes for large JSE-listed or dual-listed companies.

The forfeitable share plan ("FSP") will include participation by executive directors and selected employees of the Group. The purpose of the FSP is to recognise contributions made by selected employees and to provide an incentive for their continuing relationship with the Group by giving them with the opportunity to receive shares in the company. As a consequence, participants are provided with an incentive to advance the Group’s interests and to ensure that the Group attracts and retains the core competencies required for formulating and implementing the Group’s business strategies. It is intended that awards will be made annually.

As the primary intent of the FSP will be to purchase shares in the market to settle the benefits, the plan will not be as dilutive as conventional share option schemes. The company will retain the right to issue new shares at its election. In any case, the company will be limited to issuing no more than 74.4 million shares equating to approximately 5% (five percent) of the current issued share capital of the company. In the event of a discrepancy between the number of shares and the percentage of issued shares it represents, the number of shares shall prevail over the stated percentage.

The FSP also supports the principle of alignment of employee and shareholder interests with performance targets governing the vesting of instruments in most cases.

Glossary of terms

Salient features of the FSP

The FSP
An annual Forfeitable Award will be made to executives and selected employees. This is an award of a specified number of forfeitable shares to the participant on the terms that he may forfeit the forfeitable shares if he ceases to be an employee of an employer company before the release date or if the specified performance target (or any other condition set out in the Award Certificate) has not been met. Following the grant of the Forfeitable Award, the relevant employer company shall, within 30 (thirty) days of the award date, procure the settlement of that number of forfeitable shares to the participant (without deducting any costs or income taxation at that stage).

The Forfeitable Award shall be subject to restrictions such that the forfeitable shares to which the Forfeitable Award relates may not be disposed of, ceded, transferred or otherwise encumbered at any time before the release date and shall be held in escrow by the escrow agent.

Prior to the release date, participants shall not be entitled to exercise any voting right in respect of the forfeitable shares, although they will receive dividend payments. On the release date participants shall have all shareholder rights in respect of the shares.

Eligibility
Directors (excluding non-executive directors) and employees of the Group at levels 1 to 3 and select level 4 of the Vodacom management bands are eligible to participate in the FSP. The employer companies will recommend participation in the FSP to the RemCo.

Performance Targets
The release of Forfeitable Awards may (as determined by the RemCo) be subject to the achievement of a specified performance target either in whole or in part. The performance target will be stated in the Award Certificate, and will be set by the RemCo on an annual basis. The performance target that will be imposed for the first Forfeitable Award is:
50% of Forfeitable Award – cumulative EBITDA taxed less normalised capital expenditure
50% of Forfeitable Award – revenue market share

There will be no retesting of the performance target after the end of the performance period.

Limits
Overall Company limit
The aggregate number of Shares which may be allocated under the FSP shall be no more than 74.4 million shares equating to approximately 5% (five percent) of the current issued share capital of the company. In the event of a discrepancy between the number of shares and the percentage of issued shares it represents, the number of Shares shall prevail over the stated percentage. The limit referred to shall exclude shares allocated to participants under the FSP which have been forfeited.

Individual limit
The maximum number of shares allocated to any one participant in respect of the FSP shall not exceed 3.7 milllion shares, representing approximately 0.25% (one quarter of a percent) of the current issued ordinary share capital of the company. In the event of a discrepancy between the number of shares and the percentage of issued shares it represents, the number of shares shall prevail over the stated percentage.

Cessation of employment and death
Resignation or dismissal
If a participant’s employment with an employer company terminates by reason of his resignation or dismissal on grounds of misconduct, poor performance or proven dishonest or fraudulent conduct (whether such cessation occurs as a result of notice given by him or otherwise or where he resigns to avoid dismissal on grounds of misconduct, poor performance or proven dishonest or fraudulent conduct) before the release date, all his Forfeitable Awards will be forfeited and will lapse.

Retirement
If a participant’s employment with any employer company terminates before the release date by reason of retirement, then the participant shall be entitled to the same rights and be subject to the same conditions as if he had continued to be an employee.

Retrenchment, death, ill health, disability, Employer Company ceasing to be a subsidiary or other reasons for cessation of employment
If a participant ceases to be an employee of an employer company by reason of retrenchment, death, ill health, disability, the employer company ceases to be a subsidiary of the company or other reasons for cessation of employment other than resignation or dismissal or retirement, then the release date in respect of a proportion of his forfeitable shares shall be advanced to a date as soon as practical after the date of termination of employment or, in the case of Forfeitable Awards which are subject to the satisfaction of a performance target, shall be advanced to a date as soon as practicable after the determination of the extent to which the performance target has been achieved. This determination will take place at the end of the relevant financial year in which the date of termination of employment has occurred. The proportion of forfeitable shares which will vest will reflect the number of months served since the Award Date and the extent to which the performance target (if any) has been satisfied as at the end of the financial year in which the date of termination of employment occurs. To the extent that the Forfeitable Award does not vest, the balance of the forfeitable shares not released will lapse immediately.

Change of control
In the event that before the release date, there is a reconstruction or takeover, a proportion of the Forfeitable Award will vest. The proportion of forfeitable shares which will vest will reflect the number of months served since the award date and the extent to which the performance farget (if any) has been satisfied. To the extent that the Forfeitable Award does not vest, the balance of the forfeitable shares not released will lapse immediately.

However, Forfeitable Awards will not vest in these circumstances but will be exchanged for a new award where the RemCo, with the consent of the acquiring company, decides before the change of control that the Forfeitable Awards will be exchanged automatically or where a participant accepts an offer to exchange his Forfeitable Award. The new award will relate to shares in the acquiring company or such other company as may be determined by the acquiring company.

In addition, the directors have discretion to take such action as is considered appropriate if other events (including the shares ceasing to be listed on the JSE) occur which may have an effect on the forfeitable shares, provided that the participant is no worse off.

If there is an internal reconstruction or other event which does not involve any change in the ultimate control of the company, the directors can take such action as is considered appropriate to protect the interests of the participants, including converting Forfeitable Awards into forfeitable share awards in respect of shares in one or more other companies, provided that the participant is no worse off.

Variation in share capital
In the event of a rights issue, capitalisation issue, capital distribution, unbundling, any other corporate action or other event affecting the share capital of the company, a demerger (in whatever form) or in the event that the company makes a distribution in specie or a payment in terms of section 90 of the Companies Act, 1973 as amended (other than a dividend paid in the ordinary course of business out of the current year’s retained earnings), or a repurchase of shares before the vesting date, participants shall continue to participate in the FSP and the directors shall make such adjustment to the number of forfeitable shares comprised in the Forfeitable Award as is thought appropriate. Such adjustment should not place the participant in a worse position than he was before the event.

The directors shall notify the participants of any adjustments which are made under this paragraph. Where necessary, in respect of any such adjustments, the company’s auditors, acting as experts and not as arbitrators and whose decision shall be final and binding on all persons affected thereby, shall confirm to the directors in writing that the participants have not been disadvantaged by the adjustments.

Shares to rank pari passu
On the release date the participant shall have all shareholders rights in respect of the shares and the shares shall rank pari passu with the existing shares in the issued ordinary share capital of the company.

Amendments to the FSP
Amendments to the provisions of the FSP relating to:

• eliigibility to participate in the FSP;
• the basis for determining Forfeitable Awards;
• the adjustment of Forteitable Awards in the event of a variation of capital of the company as well as voting, dividend, transfer and other rights, including those arising on liquidation of the company;
• the procedure to be applied in respect of the vesting of Forfeitable Awards in the event of termination of employment and/or retirement;
• the number of shares that may be utilised for the FSP; and
• the limitations on benefits or maxium entitlements,

are subject to approval by ordinary resolution of 75% (seventy-five percent) of the shareholders in general/annual general meeting and the JSE.

A copy of the FSP rules will be available for inspection to shareholders during normal business hours from 1 July to 31 July 2009 at the registered office of the company.

Voting and proxies
Ordinary shareholders are entitled to attend, speak and vote at the annual general meeting.

Ordinary shareholders may appoint a proxy to attend, speak and vote in their stead. A proxy need not be a shareholder of the company.

Shareholders holding dematerialised shares, but not in their own name must furnish their Central Securities Depositary Participant (CSDP) or broker with their instructions for voting at the annual general meeting. If your CSDP or broker, as the case may be, does not obtain instructions from you, it will be obliged to act in terms of your mandate furnished to it, or if the mandate is silent in this regard, complete the relevant form of proxy enclosed.

Unless you advise your CSDP or broker, in terms of the agreement between you and your CSDP or broker by the cut off time stipulated therein, that you wish to attend the annual general meeting or send a proxy to represent you at this annual general meeting, your CSDP or broker will assume that you do not wish to attend the annual general meeting or send a proxy.

If you wish to attend the annual general meeting or send a proxy, you must request your CSDP or broker to issue the necessary letter of authority to you. Shareholders holding dematerialised shares in their own name, or holding shares that are not dematerialised, and who are unable to attend the annual general meeting and wish to be represented thereat, must complete the relevant form of proxy enclosed in accordance with the instructions therein and lodge it with or mail it to the transfer secretaries.

Forms of proxy (which form may be found at the back of this annual report) should be forwarded to reach the transfer secretaries, Computershare Investor Services (Proprietary) Limited by no later than 10:00 on Thursday 30 July 2009.

The completion of a form of proxy will not preclude a shareholder from attending the annual general meeting.

By order of the Board
Sandi Linford
Group Company Secretary

Midrand
29 June 2009