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Vodacom Group revised listing date (SENS)

Friday, 17 April 2009

Further to the abridged pre-listing statement dated 3 March 2009, Vodacom confirms that all the conditions precedent to the sale transaction in terms of which Telkom SA Limited ("Telkom")will dispose of 15% of the issued ordinary share capital in Vodacom Group to Vodafone Holdings (S.A.) (Proprietary) Limited (the "Sale Transaction") have now been fulfilled. Vodacom Group's listing on the JSE Limited on Tuesday 5 May 2009 was conditional on all conditions precedent to the Sale Transaction being fulfilled by Tuesday 2 April 2009. Due to the delay in the fulfilment of all the conditions precedent of the Sale Transaction, Vodacom Group now expects to list on the JSE Limited on Monday 18 May 2009.

The revised dates and times of the listing and unbundling are set out below:

 2009
Last day to trade in Telkom shares on the JSE in order to be recorded in Telkom's register on the record date for the unbundlingFriday 15 May
Telkom shares trade ex the entitlement to the Vodacom Group unbundled shares from the commencement of businessMonday 18 May
Record date to participate in the unbundlingFriday 22 May
Share certificates in respect of certificated Vodacom Group shares will be posted, by registered post, at the risk of the certificated shareholders concerned, to certificated shareholders and dematerialised shareholders will have their accounts at their CSDP or broker updated with such Vodacom Group unbundled sharesMonday 25 May

Holders of Telkom shares with an address in the US, holders of Telkom AmericanDepository Shares ("ADS") and ineligible foreign shareholders of Telkom (as defined in the Telkom circular), will not receive any Vodacom Group unbundled shares pursuant to the unbundling. The Vodacom Group unbundled shares otherwise due to such US shareholders of Telkom, Telkom ADS holders and ineligible foreign shareholders of Telkom will be disposed of for cash pursuant to Regulation S under the Securities Act and the cash proceeds therefrom (net of applicable fees, expenses, taxes and charges) will be distributed to such US shareholders of Telkom, Telkom ADS holders and ineligible foreign shareholders in proportion to their respective purported entitlements to Vodacom Group unbundled shares. There can be no assurance as to what price such US shareholders, Telkom ADS holders or ineligible foreign shareholders will receive from the disposal of such Vodacom Group shares or the timing of such receipt.

Notes:

1. The above dates and times are indicative only and subject to change. Any changes to the above dates and times will be released on SENS and published in the press.

2. Vodacom Group expects to release its results for the year ended 31 March 2009 on Tuesday 19 May 2009.

Johannesburg
17 April 2009
Joint Sponsors:
UBS South Africa (Proprietary) Limited
JP Morgan Equities Limited
South African Attorneys: Webber Wentzel

This announcement does not constitute an offer to sell or issue shares, or the solicitation of an offer to purchase or to subscribe for shares or other securities or a solicitation of any vote or approval in any jurisdiction.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. These materials are not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States of America and the District of Columbia) ("the US"). Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Any Vodacom Group shares which may be distributed in the unbundling will not be, and are not required to be, registered with the US Securities and Exchange Commission (the "SEC") under the US Securities Act of 1933 (the "Securities Act") or any US state securities laws. The Vodacom Group Shares may not be offered or sold in the US absent registration under the Securities Act or an exemption therefrom. Neither the SEC nor any US state securities commission has approved or disapproved the Vodacom Group shares or commented upon the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the US. Holders of Telkom shares with an address in the US, holders of Telkom American Depository Shares ("ADS") and ineligible foreign shareholders of Telkom (as defined in the Telkom circular), will not receive any Vodacom Group unbundled shares pursuant to the unbundling. The Vodacom Group unbundled shares otherwise due to such US shareholders of Telkom, Telkom ADS holders and ineligible foreign shareholders of Telkom will be disposed of for cash pursuant to Regulation S under the Securities Act and the cash proceeds therefrom (net of applicable fees, expenses, taxes and charges) will be distributed to such US shareholders of Telkom, Telkom ADS holders and ineligible foreign shareholders in proportion to their respective purported entitlements to Vodacom Group unbundled shares. There can be no assurance as to what price such US shareholders, Telkom ADS holders or ineligible foreign shareholders will receive from the disposal of such Vodacom Group shares or the timing of such receipt.

This announcement is intended for distribution in member states of the European Economic Area only to persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). This announcement must not be acted or relied upon in any member state of the European Economic Area by persons who are not Qualified Investors. Any investment or investment activity to which this communication relates is available in any member state of the European Economic Area only to, and will be engaged in only with, Qualified Investors. This document is intended for distribution in the United Kingdom only to: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons falling within Article 49(2)(a) to (d) of the Order or to those persons to whom it can otherwise lawfully be distributed (all such persons together being referred to as "relevant persons"). This announcement must not be acted upon by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement contains statements about Vodacom that are or may be forward looking statements. All statements, other than statements of historical facts included in this announcement, may be forward looking statements. Any statements preceded or followed by, or that include the words "forecasts", "believes", "expects", "intends", "plans", "prediction", "will", "may", "should", "could", "anticipates", "estimates", "seeks", "continues" or similar expression or the negative thereof, are forward looking statements. By their nature, forward-looking statements are inherently predictive, speculative and, because they relate to events and depend on circumstances that will occur in the future, involve known and unknown risks, uncertainties and other facts or factors which may cause the actual results, performance or achievements of the Vodacom Group, or its industry, to be materially different from any results, performance or achievements expressed or implied by such forward looking statements. These forward looking statements are not guarantees of future performance and are based on numerous assumptions regarding Vodacom Group's present and future business strategies and the environments in which it will operate in the future. These statements are further qualified by the risk factors set out in Part VI of the prelisting statement, which could cause actual results to differ materially from those in the forward-looking statements. All subsequent oral or written forward looking statements attributable to the Vodacom Group or any member thereof or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statements above and below. Vodacom expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein or to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such forward looking statement is based.



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