Investor Presentaiton

Transaction 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

View entire presentation