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Pocm01-590328.Pdf GROUP Vodacom Group (Proprietary) Limited (to be converted into a public company and named Vodacom Group Limited) (Registration No. 1993/005461/07) Share code: VOD ISIN ZAE000132577 (“Vodacom Group” or the “company”) PRE-LISTING STATEMENT This pre-listing statement is issued in compliance with the Listings Requirements of the JSE Limited. This pre-listing statement is not an invitation to subscribe for shares in Vodacom Group, but is issued in compliance with the Listings Requirements of the JSE Limited (“JSE”) for the purpose of providing information to the public with regard to the business and affairs of Vodacom Group, its consolidated subsidiaries, special purpose entities, joint ventures and associated companies as at the time of listing. This pre-listing statement has been prepared on the assumption that (i) the resolutions relating to the Transactions proposed in the notice of general meeting forming part of the circular to shareholders of Telkom SA Limited (“Telkom”) dated 2 March 2009 (the “Telkom circular”), which is enclosed in the same envelope as this pre-listing statement, will be passed at the general meeting of shareholders of Telkom to be held on 26 March 2009, and (ii) that each of the share sale transaction and the unbundling (both as defined in the definitions section of this pre-listing statement and more fully set out in the Telkom circular) shall become effective and be implemented. This pre-listing statement should be read in conjunction with the Telkom circular. The Vodacom Group directors, whose names are set out in Part III of this pre-listing statement, collectively and individually, accept full responsibility for the accuracy of the information provided in this pre-listing statement and certify that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this pre-listing statement false or misleading, and confirm that they have made all reasonable enquiries in this regard and confirm that this pre-listing statement contains all information required by the Listings Requirements of the JSE. Subject to the fulfilment of the conditions precedent as defined in this pre-listing statement, the JSE has agreed to the listing of the entire issued ordinary share capital of Vodacom Group in the “Telecommunications” sector of the main board of the JSE under the abbreviated name “Vodacom” with effect from the commencement of business on 5 May 2009. The authorised share capital of Vodacom Group, as at the date of this pre-listing statement, is R1 000 divided into 100 000 ordinary shares with a par value of R0.01 each and the issued share capital of Vodacom Group is R100 divided into 10 000 issued ordinary shares with a par value of R0.01 each. On the commencement of its listing, the authorised share capital of Vodacom Group will be 4 000 000 000 ordinary shares with no par value and Vodacom Group will have a stated capital of R100 divided into 1 487 954 000 issued ordinary shares with no par value. As at the date of listing, no subsidiaries of Vodacom Group will hold any of the issued share capital of Vodacom Group as treasury shares. All the issued ordinary shares in Vodacom Group rank pari passu in all respects, there being no conversion or exchange rights attaching thereto, and have equal rights to participate in capital, dividend and profit distributions by Vodacom Group. The joint sponsors, reporting accountants and auditors, attorneys and transfer secretaries whose reports and/or names are included in this pre-listing statement, have given and have not withdrawn their consent to the inclusion of their names and/or reports in this pre-listing statement in the form and context in which they appear. Joint Sponsors South African Attorneys UBS Transfer Secretaries Attorneys advising on US and UK law Financial Communications Adviser Reporting Accountants and Auditors Date of issue: 2 March 2009 This pre-listing statement is available in English only. Copies may be obtained during normal business hours from 2 March 2009 until 5May 2009 (both days inclusive) from the joint sponsors, Vodacom Group and the transfer secretaries, whose details are set out in the “Corporate Information and Advisers” section of this pre-listing statement. 1 CORPORATE INFORMATION AND ADVISERS Secretary and registered office of Vodacom Group Transfer Secretaries Sandra Felicity Linford, ACIBM Computershare Investor Services (Proprietary) Limited Vodacom Corporate Park (Registration number 2004/003647/07) 082 Vodacom Boulevard 70 Marshall Street Vodavalley Johannesburg Midrand 2001 1685 South Africa South Africa (PO Box 61051, Marshalltown 2107, South Africa) (Private Bag X9904, Sandton 2146, South Africa) South African Attorneys Joint Sponsors Webber Wentzel UBS South Africa (Proprietary) Limited 10 Fricker Road (Registration number 1995/011140/07) Illovo Boulevard 64 Wierda Road East Illovo Wierda Valley Johannesburg Johannesburg 2196 2196 South Africa South Africa (PO Box 61771, Marshalltown 2107, South Africa) (PO Box 652863, Benmore 2010, South Africa) JP Morgan Equities Limited Attorneys advising on US and UK law (Registration number 1995/011815/06) 1 Fricker Road Linklaters Illovo Boulevard One Silk Street Illovo London Johannesburg EC2Y 8HQ 2196 United Kingdom South Africa (Private Bag X9936, Sandton 2196, South Africa) Commercial Bankers First National Bank (a division of FirstRand Bank Limited) Reporting Accountants and Auditors (Registration number 1966/010753/06) Deloitte & Touche Corporate Banking Deloitte & Touche Place 4 First Place The Woodlands Corner of Pritchard and Simmonds Streets Woodlands Drive Johannesburg Woodmead 2001 Sandton South Africa 2196 (PO Box 7791, Johannesburg 2000, South Africa) South Africa The Standard Bank of South Africa Limited (Private Bag X6, Gallo Manor 2052, South Africa) (Registration number 1962/000738/06) Corporate and Investment Banking 3 Simmonds Street Financial Communications Adviser Johannesburg College Hill (Proprietary) Limited 2001 (Registration number 1997/02334/07) South Africa Fountain Grove Office Park (PO Box 61344, Marshalltown 2107, South Africa) 5 Second Road Hyde Park Johannesburg 2196 South Africa (PO Box 413187, Craighall 2024, South Africa) 2 DISCLAIMER The release, publication or distribution of this pre-listing statement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this pre-listing statement is released, published or distributed should inform themselves about and observe such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This pre-listing statement 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 in which such offer or solicitation would be unlawful. 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 pre-listing statement. 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 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 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 pre-listing statement contains statements about Vodacom that are or may be forward looking statements. All statements, other than statements of historical facts included in this pre-listing statement, 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. Forward looking statements include, among others, statements relating to the following: •future capital expenditures, acquisitions, divestitures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; • business and management strategies relating to the expansion and growth of Vodacom; •the effects of regulation of Vodacom’s businesses by governments in the countries
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