#1Vodafone Egypt acquisition Enhancing Vodacom's growth and returns November 2021 Further together#2Disclaimer The following presentation is being made only to, and is only directed at, persons to whom such presentations may lawfully be communicated ('relevant persons'). Any person who is not a relevant person should not act or rely on this presentation or any of its contents. Information in the following presentation relating to the price at which relevant investments have been bought or sold in the past or the yield on such investments cannot be relied upon as a guide to the future performance of such investments. This presentation does not constitute an offering of securities or otherwise constitute an invitation or inducement to any person to underwrite, subscribe for or otherwise acquire securities in any company within the Group. Promotional material used in this presentation that is based on pricing or service offering may no longer be applicable. This presentation contains certain non-GAAP financial information which has not been reviewed or reported on by the Group's auditors. The Group's management believes these measures provide valuable additional information in understanding the performance of the Group or the Group's businesses because they provide measures used by the Group to assess performance. However, this additional information presented is not uniformly defined by all companies, including those in the Group's industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies. Additionally, although these measures are important in the management of the business, they should not be viewed in isolation or as replacements for or alternatives to, but rather as complementary to, the comparable GAAP measures. This presentation also contains forward-looking statements which are subject to risks and uncertainties because they relate to future events. These forward-looking statements include, without limitation, statements in relation to the Group's projected financial results. Vodafone, the Vodafone logo, M-Pesa, Connected Farmer, Vodafone Supernet, Vodafone Mobile Broadband, Vodafone WebBox, Vodafone Passport, Vodafone live!, Power to You, Vodacom, Vodacom 4 Less and Vodacom Change the World are trademarks of Vodafone Group Plc (or have applications pending). Other product and company names mentioned herein may be the trademarks of their respective owners. Further together#3Vodafone Egypt | A quality asset and the clear leader in a growing market 100.9 million large and growing population #1 Telecom operator in Egypt 14.2% Revenue CAGR (FY17-21) Attractive real GDP growth ICT growth > GDP (Egypt's Digital Agenda) (5.2% FY21-FY26 CAGR¹) 43.0 43% 61% million customers² Mobile revenue market share³ smartphone penetration³ 1 EIU data. 2 As at 30 September 2021. 3 Company data and estimates as at 31 March 2021 4 For the year ended 31 March 2021. Cash conversion = OpFCF as a percentage of EBITDA 42.1% EBITDA margin 4 > 60% cash conversion 4 Further together 3#4Vodafone Egypt | Market leader with strong growth potential Growth outlook supported by: #1 across consumer & enterprise Multiple high growth opportunities: From (FY21 Upside scenario (FY26) Enablers Fintech revenue Align with Group 1% M-Pesa Africa & global >20% of service of revenue tech partnerships revenue (SR) #1 spectrum portfolio & network position #1 brand & recognised as technology leader #1 digital player powered by big-data & Al IoT revenue Fibre 1% of revenues Mid-single digit SR contributor 4% of revenues Scaling Vodacom solutions such as IoT.nxt (smart infra) & Mezzanine (smart farming) Double-digit SR contributor Market share opportunity with self-build potential in gated communities Further together 4#5Transaction rationale | A single transaction to enhance Vodacom's growth and returns کے Market leader, with >30% ROCE Financial services, leverage super- app capabilities What we like about Vodafone Egypt 2 Strong growth outlook supported by ICT sector growth across mobile & fibre Material fintech opportunity, with >80% of population unbanked with further upside from synergies across Enterprise & loT, capturing share Big data capabilities, including behavioural loyalty with pan-African solutions Asset owners, 4 with market leading tower Digital services, accelerated through psychographic segmentation & spectrum portfolio Talent, highly skilled resource pool Enhanced growth Accelerate medium-term Group operating profit growth potential into double digits Scope to reach >100m financial service Group customers by FY26 Enhanced returns Vodafone Egypt generates >30% ROCE Deal is ROCE accretive Further together 5#6Transaction in context | Scaling our System of Advantage >500m Population supporting scalable partnerships Egypt • • High quality asset Constructive sector outlook Material financial services opportunity Ethiopia • Unique telecom growth opportunity • Safaricom-led consortium with our 6% direct stake 51% Smartphone penetration proving structural data opportunity 60m¹ Financial Services customers, extending our leading fintech position 37,000¹ Network sites and one of Africa's largest tower owners 1. Including Safaricom at 100%. System of Advantage enhancements . Scaling South Africa fibre • VodaPay super-app launch Strategic outcomes • Medium-term operating profit growth potential enhanced to double digit ROCE outlook improved • Attractive dividend payout Further together 6#7Group growth outlook | Diversifying and enhancing growth outlook Before Vodafone Egypt deal After Vodafone Egypt deal FY21 Service revenue¹ 24.2% 61.5% 14.3% ■South Africa ■International Safaricom 13.7% 73.6% 12.7% 47.1% 18.5% 11.0% 23.4% ■South Africa International Safaricom ■ Egypt FY21 Operating profit 10.8% 9.9% 57.6% 21.7% Growth and diversification Vodafone Egypt's market position, supported by its leading brand, network and advanced segmentation positions it to grow with the mobile market in double digits Operating profit mix expected to improve diversification of growth Update on medium-term guidance to be provided at FY22 results South Africa International Safaricom ■South Africa ■International Safaricom ■Egypt 1Illustrative contribution based on our proportionate shareholding in Safaricom; in practice Safaricom is only reported in the "profit from associates" line within the Group income statement. Vodafone Egypt will be consolidated. Further together 7#8Transaction summary | Acquiring a quality asset with mix of equity and debt • Process followed • • Valuation • Consideration • Independent sub-committee of the Board appointed External advisors hired for due-diligence (KPMG) and advisory (UBS) PwC appointed as independent expert to sub-committee and ENS as legal advisor US$2.738bn equity value, implying 6.5x EV/annualised FY1H22 EBITDA Closing net debt to be deducted from offer price to derive an equity value Offer price within valuation range as per PwC independent expert fairness opinion • Transaction funded through a mix of equity (c.80%) i.e. new Vodacom shares issued to Vodafone and cash (c.20%) funded by debt - Issue of 242 million new shares, resulting in total issued share of 2 078 million and increasing Vodafone ownership to 65.1% Consolidating $0.9bn (R14.4bn) of Vodafone Egypt debt and incurring $0.5bn (R8.2bn) for debt element of purchase price. ⚫ ZAR debt financing, with internal leverage threshold remaining at 1.5x net debt • Vodacom shareholder approval in respect of Conditions Precedent 1. the transaction as a related party transaction, and II. to issue the consideration shares to Vodafone • Offshore Egyptian approvals 1. Obtain the necessary Egyptian regulatory approvals (eg. NTRA) Onshore South African approvals 1. Approval from the Financial Surveillance Department of the South African Reserve Bank Vodacom • Following the completion of the deal and subject to Board approval, we intend to simplify the dividend policy to at least 75% of Vodacom Group headline earnings dividend policy • The simplified policy and proposed acquisition provide a high pay-out on enhanced growth prospects Further together 8#9Strategy unchanged | Leading African TechCo with clear System of Advantage M 1 Footprint finalised 2 Secure leadership in Mobile and Fixed Diversify and differentiate with our digital ecosystem Scale Financial and Digital Services 4 Digital Partner of choice for 5 World class Personalisation loyalty and 6 enterprises customer experience through CVM and Big Data 7 Optimise assets 8 through sharing Optimised, future-ready TechCo Technology leadership in Network and IT 9 TechCo organisation and culture 10 Purpose-led brand and reputation Our multi-product strategy, called the System of Advantage, delivers diversified, differentiated offerings to our customers 9 Further together#10South Africa fibre | Aligned with our System of Advantage Proposed structure Strategic alignment: Vodacom 30% CIVH • 70% Vumatel Cash payment to InfraCo & transfer of InfraCo Vodacom fibre assets to Vumatel and DFA 100% 100% Vumatel DFA O Consumer System of Advantage Further together, growing with our customers • Enhancing our home connectivity offering Addressing South Africa's digital divide FTTH market leader with standalone c40% market share Business System of Advantage Trust is everything Dark Fibre Africa • Best connectivity • (DFA) Best gigabit transmission & backhaul A leading FTTB and dark fibre provider Further together 10#11Capital structure | Accelerating our System of Advantage Accelerate System of Advantage Utilising debt capacity Simplify dividend policy Enhance shareholder value M&A - Vodafone Egypt M&A - Fibre South Africa VE debt impact around R23 billion Capacity to accelerate growth Disciplined and strong M&A track record Debt capacity for SA fibre Scope to deliver post M&A Remain one of the highest dividend payouts on JSE Organic - lead in connectivity and new services Internal net debt threshold of 1.5x Aligning to dividend upstreaming mix Returns enhanced by growth acceleration EBITDA Focused on ROCE, leveraging scale and shifting from techco to telco as we unlock growth and returns potential 11 Further together#12Summary | A quality asset that will enhance the Group's growth and returns Acquiring a controlling stake in a Egypt's telecom market leader with a track record of high growth and high returns Growth outlook supported by the #1 position across network, spectrum, brand and digital Material fintech opportunity, with >80% of population unbanked and scope to leverage the Groups experience and partnerships Market leading position to >500 million, footprint finalised Enhancing Vodacom Group's growth and returns profile Further together 12#13Appendix slides Further together#14Egypt telecom market | Vodafone Egypt is a clear #1 FY21 Mobile telecom revenue market share 43.4% 24.7% Leading spectrum position (unpaired MHz) Vodafone Egypt Orange 25 20 25 20 40 40 25 30 30 Etisalat 20 20 20 20 20 4.1% 27.8% Vodafone Egypt Orange Etisalat ■Telecom Egypt Data revenue progression 21% 24% 29% 34% 46% FY17 FY18 FY19 FY20 38% FY21 FY1H22 Data as % of revenue Telecom Egypt 20 10 20 20 ■700MHz 900MHz 1800MHz ■2100MHz ■2600MHz Positioned for growth • Mobile coverage 4G - 93.7% • #1 Network leadership position, with >9000 4G sites 61.0% smartphone penetration Growing opportunity in fibre, with fixed broadband market expected to growth 20.9% CAGR 2021-23E Material opportunity in mobile money, 2.3m customers, 92% share of total wallet transactions Experienced management team with deep market knowledge Further together 14#15Vodafone Egypt | Consistent track record of growth and strong FCF generation Total mobile customers (m) Sim card levy introduced Strong revenue growth 6.3% 3.4% -7.6% 17.7% 20.3% 14.3% 15.0% 7.6% 17.3%* 2.9% 3.6% 6.4% 40.9 42.3 39.1 40.2 41.7 43.0 16,652 20,025 22,891 26,333 28,341 32,186 FY17 FY18 FY19 FY20 FY21 FY1H22 FY17 FY18 FY19 FY20 FY21 FY1H22 annualised YoY Revenue (EGPM) YoY Mobile customers (m) Maintaining EBITDA margin above 40% Accelerating cash flow generation 23.0%# 19.6% -0.1% 28.9%* 41.3%# 15.0% 4.2% 43.6% 45.3% 42.1% 43.7% 62.2% 59.8% 62.4% 9,975 11,929 11,922 14,054 FY19 FY20 EBITDA (EGPM) YOY FY21 Margin % FY1H22 annualised * FY22 growth rate based on 1H22 vs 1H21. FY22 absolute number based on FY1H22 annualised. #Growth based on management accounts 6,206 FY19 7,136 7,434 FY20 FY21 Operating free cash flow (EGPM) YOY Cash conversion Operating free cash flow = EBITDA less capex & lease payments +/- working capital Further together 15#16Egypt macro | Supportive environment providing growth backdrop Egypt society Age distribution High GDP growth despite Covid Real GDP growth Normalising inflation environment in Egypt Source: IMF, CBE 9% 8% 13.9% 6% 6% 6% 5% <24 25-34 35-49 > 50 4% 4% 3% 3% 3% 2% .2% 2% 51% 16% 17% 16% J!! ir 82% Unbanked 4.4% Of GDP cashless Sources: Central Band of Egypt, World Bank, IMF, Euromonitor (0%) (7%) 2020A (6%) Kenya Morocco Algeria 2021E Ethiopia Egypt ■2019A 5.7% 5.9% 4.4% 4.6% (7%) South Africa 2019 2020 01-21 02-21 03-21 Large and growing population Population 2020 (m) 2.5% 2.0% 6.3% 6.0% 1.5% 2.3% 1.7% 1.0% 2.9% 115.0 100.9 89.6 59.6 58.0 48.7 44.2 36.0 31.3 Growing customer spending power Consumer expenditure 2020A-2022E CAGR 19.1% 11.8% 11.0% 9.2% 7.9% 6.4% Ethiopia Egypt DRC Tanz SA Kenya Algeria Morocco Moz Ethiopia Egypt Kenya South Africa Algeria Morocco 2020A-2022E Further together 16#17Transaction structure | Acquiring a controlling stake Current structure Proposed structure Vodafone Group PLC 60.5% Vodafone Group PLC c.55% Vodacom Group Minority shareholders 39.5% Vodafone Group PLC 65.1% Minority shareholders 34.9% Vodacom Group Telecom Unlisted Egypt minorities c.55% c.45% C.0.05% Telecom Unlisted Egypt minorities Specific issuance c.45% c.0.05% of shares by VGL and cash to fund acquisition Vodafone Egypt Vodafone Egypt Accounting treatment for acquisition Pooling of interest method 17 Further together#18Vodacom Group | Market leading position to >500 million people South Africa 100% Ownership Tanzania Ownership 75% Population¹ 58.0 million Population 59.6 million Customers (90-day active) 44.1 million Customers (90-day active) 14.9 million Market position 1st Market position 1st 8 Lesotho DRC Mozambique Ownership 80% Ownership 51% Ownership 85% Population¹ Information is for the year ended 31 March 2021. Customers (90-day active) 2.1 million Population 1.7 million 89.6 million Population¹ 31.3 million Customers (90-day active) 15.2 million Customers (90-day active) 8.0 million 1. IMF and World Bank (Extraction date: October 2021). Market position 1st Market position 1st Market position 1st 2. Vodacom Group has an effective stake of 34.94% in Safaricom. 3. The Group, excluding its indirect interest via its shareholding in Safaricom PLC, has an effective interest of 6.2% in Ethiopia. In addition, the Group has indirect exposure through Safaricom PLC's 55.7% effective interest in Ethiopia. Safricom² (Kenya) Ethiopia³ Egypt Ownership 35% Ownership 6.2% Ownership Population¹ 48.7 million Population1 115.0 million Population¹ 55% 100.7 million Customers (90-day active) 39.9 million Customers (90-day active) Customers (90-day active) 41.7 million Market position 1st Market position Market position 1st Further together 18#19Timetable and key requirements 10 Nov Deal announced ↑ Key Dates 15 Nov Interim results announced 15 Dec Publication of circular 18 Jan General meeting Key milestones and requirements • Egyptian regulatory approvals SARB approval . Ordinary resolution approving the transaction as a related party transaction in terms of JSE Listings Requirement • Vodafone will not be able to vote on the matter but will be counted for quorum • Special resolution to issue consideration shares in terms of section 41(1)(b) of the Companies Act • Vodafone can vote on this resolution Before 31 March Target closing Ordinary resolution to approve the issue of the consideration shares in terms of clause 5.7.2 of Vodacom's memorandum of incorporation Additional information available from circular • Pro-forma financial information Further together 19#20Thank you Further together