Vodacom Group Limited
             (Incorporated in the Republic of South Africa)
             (Registration number 1993/005461/06)
             Share code VOD        ISIN ZAE000132577
             ADR code VDMCY ISIN US9258D2009
             (“Vodacom Group”)

             UPDATE ON THE ACQUISITION OF A 30% INTEREST IN INFRACO (VUMATEL AND
             DARK FIBRE AFRICA) THROUGH A CASH INVESTMENT AND CONTRIBUTION OF
             CERTAIN VODACOM GROUP ASSETS INTO INFRACO

             Shareholders are referred to the announcement released on SENS on 10 November 2021
             (the “terms announcement”), setting out details of Vodacom Group’s proposed acquisition of
             a co-controlling interest in all of the material assets owned by Community Investment Ventures
             Holdings (Pty) Limited (“CIVH”), including Vumatel (Pty) Limited and Dark Fibre Africa (Pty)
             Limited (the “transaction”). On completion of the transaction, Vodacom Group will hold a 30%
             equity interest in a newly formed entity (“InfraCo” renamed Maziv Proprietary Limited
             (“Maziv”)) that will house these assets, as well as certain fibre assets which Vodacom Group
             will contribute into InfraCo. Vodacom Group also has an option to acquire an additional 10%
             stake in Maziv to increase its shareholding in Maziv to 40% (the “option”).

             The transaction remains subject to the approval of the South African competition authorities.
             Conditional approval has also been granted by the Independent Communications Authority of
             South Africa, subject to the aforementioned Competition authorities’ approval.

             The transaction, which was classified by Vodacom Group as a Category 2 transaction in terms
             of the JSE Listings Requirements, has taken longer than anticipated to conclude. The parties
             have therefore agreed on certain amendments to the transaction agreements (the
             “amendments”) to ensure that the transaction terms remain appropriate, fair treatment of the
             parties, and that the business is allowed to operate optimally during the interim period
             notwithstanding the longer than expected period of time it has taken and may still take for the
             conditions to be fulfilled. The amendments are not material in nature and include, inter alia:
                 • the extension of the transaction longstop date to 30 November 2023;
                 • the valuation of Maziv will be determined by Maziv at 31 March 2023, and reviewed by
                     its auditors. This valuation will be subject to certain adjustments, as set out in the
                     transaction agreements, and will escalate at an agreed rate from 31 March 2023 until
                     the implementation date;
                 • an alignment of the pricing mechanism applicable to the option, as a result of the
                     abovementioned amendment; and
                 • the period during which the option is exercisable by Vodacom Group has been
                     changed from being exercisable for 180 days post transaction implementation to 180
                     days post 31 March 2023, i.e. on or before 30 September 2023.

             Save as detailed above, there has been no significant change and no significant new matter
             that has arisen since the terms announcement was published. Shareholders are also referred
             to the Remgro announcement published on SENS today.

             Midrand
             15 May 2023

             Sponsor: Nedbank Corporate and Investment Banking, a division of Nedbank Limited




C2 General