Report of the independent auditors

To the members of Vodacom Group Limited

We have audited the accompanying consolidated annual financial statements of Vodacom Group Limited which comprise the directors’ report, the consolidated balance sheet as at 31 March 2009, the consolidated income statement, consolidated statement of changes in equity and consolidated cash flow statement for the year then ended and a summary of principal accounting policies and other explanatory notes.

Directors’ responsibility for the consolidated annual financial statements

The directors are responsible for the preparation and fair presentation of these consolidated annual financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and the Companies Act, 1973,as amended. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the consolidated annual financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ responsibility

Our responsibility is to express an opinion on these consolidated annual financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated annual financial statements are free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated annual financial statements.The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated annual financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated annual financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.

An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial consolidated annual financial statement presentation. We believe that our audit provides a reasonable basis for our audit opinion.

Opinion

In our opinion, the consolidated annual financial statements present fairly, in all material respects, the financial position of the Group as at 31 March 2009, and the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards and in the manner required by the Companies Act, 1973, as amended.

Deloitte & Touche
Registered Auditors
Per PJ Smit
Partner
Johannesburg, South Africa
29 May 2009
Buildings 1 and 2, Deloitte Place
The Woodlands Office Park, Woodlands Drive
Sandton

National Executive: GG Gelink (Chief Executive), AE Swiegers (Chief Operating Officer), GM Pinnock (Audit), DL Kennedy (Tax, Legal and Financial Advisory), L Geeringh (Consulting), L Bam (Corporate Finance), CR Beukman (Finance), TJ Brown (Clients & Markets), NT Mtoba (Chairman of the Board).

A full list of partners and directors is available on request.