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Mon 17 May 2010, 7:30 VOD - Vodacom Group Limited - Preliminary results for the year ended 31 March
VOD
VOD                                                                             
VOD - Vodacom Group Limited - Preliminary results for the year ended 31 March   
2010                                                                            
Vodacom Group Limited                                                           
(Incorporated in the Republic of South Africa)                                  
Registration number: 1993/005461/06                                             
(ISIN: ZAE000132577 Share Code: VOD)                                            
(`Vodacom`)                                                                     
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2010                            
SALIENT FEATURES                                                                
* Continued revenue growth despite challenging environment                      
- 7.1% growth in Group service revenue to R52.0 billion                         
- Group traffic growth of 11.3% supported by tariff reductions                  
- RICA impacted negatively on South African customer numbers                    
- Strong international customer growth                                          
- Pressure from economic climate and currency movements                         
* Excellent progress in mobile broadband                                        
- 31.9% growth in Group data revenue to R4.5 billion                            
- 42.3% growth in data customers in South Africa to 1.1 million                 
- 7.6 million active data users across the Group                                
* Margins expanded through cost containment steps                               
- Group EBITDA margin expanded from 32.8% to 33.8%                              
- 14.5% increase in EBITDA from South African business                          
- R0.5 billion annual cost efficiency programme launched                        
- Procurement collaboration with Vodafone yields savings                        
* Strong growth in HEPS                                                         
- HEPS increased 22.3% to 510 cents per share                                   
* Increased shareholder returns driven by robust free cash flow                 
- 55.2% growth in operating free cash flow to R13.5 billion                     
- Group capex of R6.6 billion, 11.3% of revenue                                 
- Strong financial position - net debt to EBITDA of 0.6 times                   
- Final dividend of 175 cents per share                                         
Operating review                                                                
The Group`s strong results were underpinned by growth in its core mobile and    
broadband businesses coupled with tight management of costs and capital         
expenditure. Although competitive, economic and regulatory challenges persisted,
Group revenue rose 5.6% to R58 535 million, supported by a 31.9% increase in    
Group mobile data revenue.                                                      
The Group EBITDA margin rose from 32.8% to 33.8% and EBITDA increased by 8.7% to
R19 782 million as benefits were realised from the implementation of various    
cost efficiency projects coupled with procurement synergies through the Vodafone
Group (`Vodafone`).                                                             
Headline earnings per share (`HEPS`) increased 22.3% to 510 cents per share.    
Headline earnings growth was flattered by the inclusion of a broad-based black  
economic empowerment (`BBBEE`) charge of R1 315 million in the prior year. This 
was partially offset by R375 million in losses on the remeasurement of financial
instruments and the R489 million reversal of a deferred tax asset largely       
recognised and reported on in the six months results to 30 September 2009.      
Excluding the impact of these items, adjusted headline earnings per share       
increased 12.3% to 568 cents per share.                                         
Cash generation remained strong, with operating free cash flow up 55.2% to R13  
489 million. The Group invested R6 636 million in capital expenditure across its
geographies. Vodacom declared a final dividend of 175 cents per share, supported
by the strong cash performance and financial position of the Group.             
South Africa                                                                    
South Africa delivered a robust performance with service revenue up 7.5% to R44 
166 million and EBITDA up 14.5% to R18 578 million, reflecting the increasing   
contribution of data revenue and success in containing operating costs. Data    
revenue increased 32.8% to R4 363 million due to increased penetration of mobile
PC connectivity and mobile internet usage, with data connectivity customers     
increasing 42.3% to 1.1 million and overall active data users increasing 29.1%  
to 6.2 million.                                                                 
Customers declined 4.9% to 26.3 million as a result of a 1.9 million reduction  
in prepaid customers following the implementation of RICA. Contract customer    
growth remained strong, up 14.0% to 4.5 million. Gross connections have improved
steadily from approximately 260 000 in August 2009 to approximately 724 000 in  
March 2010 and more than 11 million customers have been registered by year end. 
Customer registration together with focused loyalty programmes has resulted in a
further reduction in churn from 40.1% to 38.4%.                                 
Prepaid ARPU remained flat at R70 largely as a result of improved customer mix  
offset by lower tariffs. Contract ARPU declined 5.7% due to the successful      
conversion of prepaid customers to lower end contract packages, and also reduced
out of bundle spend. Focused price promotions reduced the average effective     
price per minute of mobile calls by 7.7% which in turn supported traffic growth 
of 9.4%.                                                                        
During the year under review Vodacom Business continued to build its presence in
the enterprise market, signing contracts totalling more than R800 million with  
some of South Africa`s largest companies. In conjunction with Vodafone Global   
Enterprise, Vodacom Business also secured Deutsche Post DHL as a customer.      
Vodacom Business, which now has more than 200 enterprise customers, launched 15 
new products during the year and offers a complete portfolio including          
outsourced network and ISP services, as well as managed hosting services.       
Vodacom continued to make substantial investments in the network, particularly  
to enhance quality and support the 58.4% growth in data traffic. Capital        
expenditure of R4 573 million was largely allocated to adding a further 462 3G  
base stations, increasing base station capability to 14.4 Mbps across the       
network, completing the metro fibre rings and upgrading the radio network.      
Peak mobile termination rates (`MTRs`) were reduced by an initial 28.8% from 1  
March 2010 and the regulator is currently in the process of consultation on     
further rate cuts. Despite the negative net impact on Vodacom`s revenue from    
lower MTRs, the Group has responded to affordability concerns by reducing       
tariffs. To mitigate the impact of lower MTRs, Vodacom has implemented various  
cost efficiency programmes which have contributed partly to the expansion of    
EBITDA margin from 34.0% to 36.8% in this year.                                 
International                                                                   
The international operations continued to record strong customer growth of 13.7%
to 13.6 million. After adjusting for the change in the DRC disconnection policy 
from 215 to 90 inactive days, international customer growth was 23.8%. This     
policy change resulted in approximately one million disconnections in the DRC.  
Tanzania customer growth of 28.3% was fuelled by new pricing plans and          
Mozambique and Lesotho posted strong customer growth of 42.5% and 30.9%         
respectively.                                                                   
Despite the increase in customers, revenue growth in the international mobile   
operations declined 21.6% to R5 659 million. Excluding the impact of foreign    
currency, normalised1 international revenue declined 8.1%. The decline was      
largely due to promotions aimed at improving competitiveness in the key markets,
coupled with continued economic pressures. Usage has recently picked up in both 
Tanzania and DRC in response to lower prices.                                   
The EBITDA margin in the international operations declined from 25.8% to 15.9%  
due to reduced operating profits in Tanzania and the DRC. DRC profitability was 
negatively impacted by new and increased taxes and regulatory fees and the      
imposition of tax penalties. Various cost efficiency programmes have been put in
place to adjust business structures in these operations to support lower        
tariffs.                                                                        
Vodacom continued to invest in the international operations, supporting the     
medium-to-long term growth potential of these businesses with capital           
expenditure at R1 945 million (34.9% of revenue). The investment was mainly     
focused in Tanzania and Mozambique, where further 3G sites were added to support
the growth in converged services. Tanzania has 428 000 active data customers and
over 371 000 active customers using Vodaphone`s M-PESA solutions, the money     
transfer service. Vodacom Business was launched in Tanzania in September 2009.  
Gateway                                                                         
Gateway contributed R2 934 million (5.0% of Group revenue) for the year ended 31
March 2010, compared to R808 million from the three months that were            
consolidated in the prior year. Overall EBITDA margin declined from 12.4% to    
6.9% reflecting reduced mobile traffic and pricing pressure in the Carrier      
Services business.                                                              
Given the poor trading performance in Carrier Services, the adverse changes in  
macroeconomic environment and business plan assumptions, an impairment charge of
R3 039 million was raised in the first half of the year. In the last quarter    
Carrier Services revenue remained stable.                                       
The Business Services division continued to post good growth particularly in the
Nigerian market, although some corporate spending was delayed due to the        
economic slowdown. In order to consolidate Vodacom`s enterprise offerings across
Africa, the Business Services division has now been integrated into Vodacom     
Business.                                                                       
Financial review                                                                
Revenue                                                                         
Revenue rose 5.6% to R58 535 million with continued robust performance in South 
Africa offsetting revenue declines in Tanzania and DRC. Revenue growth was      
positively affected by the Gateway acquisition (3.6 percentage points), offset  
mainly by a negative impact from foreign exchange rate translation (2.0         
percentage points). On a normalised2 basis, Group revenue and service revenue   
increased by 4.0% and 5.3%, respectively.                                       
Other operating income has been incorporated into revenue to align accounting   
practices with the Group`s parent, Vodafone. This resulted in a reclassification
of R255 million for the prior year. Vodacom adopted IFRIC 13: Customer Loyalty  
programmes (`IFRIC 13`) from 1 April 2009, and now accounts for customer loyalty
credits as a separate component of the sales transaction in which they are      
granted. Included in service revenue is an expense of R119 million which relates
to prior years in terms of the IFRIC 13 adoption.                               
Operating costs3                                                                
Group operating costs increased by 3.9% to R38 770 million largely due to the   
Gateway acquisition. Excluding Gateway, operating costs decreased by 1.4% as a  
result of reduced direct costs and marketing and advertising spend.             
EBITDA                                                                          
Group EBITDA increased 8.7% to R19 782 million and the margin expanded from     
32.8% in the prior year to 33.8% in March 2010. South African EBITDA was 14.5%  
higher at R18 578 million, contributing 93.9% (2009: 89.2%) to Group EBITDA for 
the year. EBITDA from the international operations declined 51.6% to R888       
million, contributing 4.5% (2009: 10.1%) to Group EBITDA for the year. Group    
EBITDA was negatively impacted by increased excise duties and higher indirect   
taxes in the international operations coupled with difficult trading conditions 
and unfavourable foreign exchange movements. The Group prospectively aligned its
presentation of foreign exchange gains and losses on the revaluation of foreign 
denominated trading items with that of its parent by including a gain of R192   
million in operating expenses. For prior years, the equivalent exchange loss of 
R252 million (2008: R356 million loss) are presented in net finance charges.    
Normalised4 EBITDA grew by 9.0%.                                                
Operating profit                                                                
Operating profit decreased 6.4% to R11 238 million mainly due to impairment     
losses of R3 370 million and a 10.1% increase in depreciation and amortisation. 
The prior year operating profit includes the BBBEE charge of R1 315 million.    
Normalised5 operating profit increased by 6.8%.                                 
Net finance charges                                                             
Net finance charges rose from R1 749 million to R2 272 million for the year     
ended 31 March 2010. Finance costs for the year were R1 602 million compared to 
R1 459 million a year ago, mainly due to higher average debt as a result of     
funding raised for the acquisition of Gateway towards the end of the prior year.
The average cost of debt reduced from 12.7% to 9.0% as a result of lower        
interest rates and the benefit of floating rate debt. Net finance charges were  
negatively affected by the remeasurement of loans granted of R375 million and a 
loss of R396 million mainly relating to forward exchange contracts.             
Taxation                                                                        
The tax expense of R4 745 million for the period was 17.3% higher than in March 
2009 due to the increase in profit before tax in South Africa, the derecognition
of the DRC deferred tax asset as well as an increase in withholding taxes,      
offset by a decrease in the secondary tax on companies (`STC`) charge for the   
year. The effective tax rate rose from 39.5% at 31 March 2009 to 53.0% at 31    
March 2010, mainly as a result of non-deductible impairment losses of R3 370    
million, and unrecognised deferred tax assets.                                  
Earnings                                                                        
Earnings per share for the period declined 31.1% from 409 cents per share to 282
cents per share, impacted by the impairment losses and the reversal of the DRC`s
deferred tax asset of R489 million. Headline earnings per share, which excludes 
impairment losses, increased 22.3% to 510 cents per share.                      
Cash flow                                                                       
Cash generated from operations grew 23.9% to R19 711 million. Net cash flow     
utilised in investing activities decreased from R12 646 million to R6 329       
million due to the Gateway acquisition in the prior year. Financing activities  
included the repayment of the R3.0 billion short term facility raised for the   
Gateway acquisition and new local debt raised to refinance the US$180 million   
loan in the DRC. Operating free cash flow was up 55.2% at R13 489 million       
resulting in free cash flow of R7 212 million after tax and net finance charges.
Tax paid increased by 15.5% to R4 764 million. Dividends were previously        
classified in cash flows from operating activities and are now included in cash 
flows utilised in finance activities. Finance income was reclassified to        
investing activities and finance costs were reclassified to financing activities
in line with the Group`s parent`s reporting policies.                           
Capital expenditure                                                             
The Group`s capital expenditure for the period was R6 636 million, 3.9% less    
than a year ago. Capital expenditure of R4 573 million (9.1% of revenue) in     
South Africa largely related to transmission spend and the radio access network 
(`RAN`) renewal project, where recovered equipment was redeployed, resulting in 
lower purchases of equipment. Capital expenditure of R1 945 million (34.9% of   
revenue) in the international operations was 19.2% lower (4.6% lower excluding  
the impact of foreign exchange translation) mainly due to a significant         
reduction in capital expenditure in the DRC offset by increased investment in   
Tanzania and Mozambique.                                                        
Statement of financial position                                                 
Property, plant and equipment and intangible assets were negatively impacted by 
foreign currency adjustments of R1.9 billion and R1.7 billion, respectively due 
to the rand strengthening against functional reporting currencies of the        
international markets since 31 March 2009.                                      
Net debt before dividends and STC decreased to R12 161 million, compared to R15 
107 million a year ago. The Group`s financial position has improved, with the   
net debt to EBITDA ratio at 0.6 times at 31 March 2010. 89.6% (2009: 81.5%) of  
the debt is denominated in rand. R3 349 million (2009: R7 895 million) of the   
debt matures in the next 12 months and 96.3% (2009: 93.0%) of total debt is at  
floating rates.                                                                 
1 Normalised at a constant currency.                                            
2 Normalised to exclude Gateway and at a constant currency.                     
3 Excluding depreciation, amortisation, impairment losses and the BBBEE charge. 
4 Normalised to exclude Gateway, trading foreign exchange and at a constant     
currency.                                                                       
5 Normalised to exclude Gateway, trading foreign exchange, the BBBEE charge and 
at a constant currency.                                                         
Outlook                                                                         
A year ago, Vodacom confirmed a four pillar strategy with a strong focus on     
operational delivery. During this financial year, the Group executed in         
accordance with this strategy and finished the year in a stronger position in   
terms of customer value management, broadband leadership and cost management.   
Building on the successes of this year, we aim to increase usage through the    
roll-out of new offerings that deliver better value to customers. Similarly we  
expect continued strong uptake in mobile data and broadband services, with data 
usage penetration amongst active customers currently only at 26%. In the        
converged data arena, the completion of fibre rings in all major South African  
cities, the launch of Metro Ethernet in key urban areas and the enhanced product
offerings all provide a good basis from which to increase our share of the      
enterprise ICT market.                                                          
Cost management will be a focus area as we aim to preserve our economics in the 
face of increasing MTR and tariff pressures. We are targeting R0.5 billion in   
cost savings in the 2011 financial year from areas including distribution,      
sponsorships and network optimisation.                                          
The approved capital expenditure budget for fiscal 2011 is R7.4 billion, of     
which R5.1 billion is allocated to South Africa. Capital expenditure will focus 
on accelerating mobile broadband coverage and self-provisioning of transmission 
to improve the quality of our service and support continued growth in the data  
and enterprise businesses.                                                      
Given the strong financial position and cash flow generation of the Group, the  
Board has decided to increase the dividend payout ratio from 40% to             
approximately 60% of headline earnings for the year ended March 2011.           
Offsetting the growth opportunities we have created, continued competitive and  
regulatory pressures are likely to limit revenue growth in the medium term to   
below current levels. However, through our ongoing focus on operational         
delivery, we expect continued margin improvement.                               
The steps taken during the year to refocus the business, place Vodacom in a good
position to benefit from a likely improvement in economic conditions in the year
ahead.                                                                          
The information in this outlook statement has not been audited or reviewed by   
Vodacom`s external auditors.                                                    
For and on behalf of the Board                                                  
Peter Moyo            Pieter Uys             Rob Shuter                         
Non-executive         Chief Executive        Chief Financial                    
Chairman              Officer                Officer                            
13 May 2010                                                                     
Midrand                                                                         
Condensed consolidated income statement                                         
for the year ended 31 March                                                     
                                2010        2009        2008                    
Rm          Rm         Rm                      
                         Notes  Reviewed    Audited     Audited                 
Revenue                   3       58 535      55 442      48 334                
Direct costs                      (26 774)    (26 224)    (22 902)              
Staff expenses                    (4 291)     (3 686)     (2 975)               
Marketing and                     (1 728)     (1 793)     (1 452)               
advertising expenses                                                            
Broad-based black                 -           (1 315)     -                     
economic empowerment                                                            
charge                                                                          
Other operating expenses          (5 977)     (5 624)     (4 573)               
Depreciation and                  (5 157)     (4 683)     (3 911)               
amortisation                                                                    
Impairment losses         4       (3 370)     (112)       (30)                  
Operating profit                  11 238      12 005      12 491                
Finance income                    124         108         72                    
Finance costs                     (1 602)     (1 459)     (681)                 
(Loss)/Gain on                                                                  
remeasurement and                                                               
disposal of                                                                     
financial instruments             (794)       (398)       185                   
Loss from associate               (21)        (19)        -                     
Profit before tax                 8 945       10 237      12 067                
Taxation                          (4 745)     (4 045)     (4 109)               
Net profit                        4 200       6 192       7 958                 
Attributable to:                                                                
Equity shareholders               4 196       6 089       7 811                 
Non-controlling                   4           103         147                   
interests                                                                       
                                 4 200       6 192       7 958                  
                                2010        2009        2008                    
                                 Cents       Cents       Cents                  
Reviewed    Audited     Audited                 
Basic earnings per share  5       282.3       409.2       525.0                 
Diluted earnings per      5       282.0       409.2       525.0                 
share                                                                           
Condensed consolidated statement of comprehensive income                        
for the year ended 31 March                                                     
                                     2010       2009      2008                  
                                      Rm         Rm       Rm                    
Reviewed  Audited   Audited               
Net profit                             4 200      6 192     7 958               
Other comprehensive income:                                                     
Foreign currency translation           (2 665)    405       130                 
differences, net of tax                                                         
Fair value adjustments on available-   -          (17)      17                  
for-sale financial assets, net of                                               
tax                                                                             
Other, net of tax                      -          (9)       -                   
Total comprehensive income             1 535      6 571     8 105               
Attributable to:                                                                
Equity shareholders                    1 645      6 437     7 916               
Non-controlling interests              (110)      134       189                 
                                      1 535      6 571     8 105                
Condensed consolidated statement of financial position                          
as at 31 March                                                                  
2010       2009       2008                   
                                    Rm         Rm        Rm                     
                            Notes  Reviewed   Audited    Audited                
ASSETS                                                                          
Non-current assets                   29 131     35 224     24 468               
Property, plant and                  21 383     21 844     19 120               
equipment                                                                       
Intangible assets                    6 673      11 794     4 224                
Financial assets                     181        303        244                  
Trade and other receivables          231        241        336                  
Finance lease receivables            408        259        89                   
Deferred tax                         255        783        455                  
Current assets                       12 560     12 135     9 707                
Financial assets                     153        203        138                  
Inventory                            707        653        637                  
Trade and other receivables          10 024     9 843      7 831                
Finance lease receivables            262        268        123                  
Tax receivable                       353        64         -                    
Cash and cash equivalents            1 061      1 104      978                  
Total assets                         41 691     47 359     34 175               
EQUITY AND LIABILITIES                                                          
Fully paid share capital             *          *          *                    
Treasury shares                      (422)      -          -                    
Retained earnings                    14 832     12 265     11 393               
Other reserves                       (672)      1 752      9                    
Equity attributable to               13 738     14 017     11 402               
owners of the parent                                                            
Non-controlling interests            898        1 081      404                  
Total equity                         14 636     15 098     11 806               
Non-current liabilities              11 590     10 430     4 787                
Borrowings                   11      9 786      8 316      3 032                
Trade and other payables             317        388        632                  
Provisions                           436        365        347                  
Deferred tax                         1 051      1 361      776                  
Current liabilities                  15 465     21 831     17 582               
Borrowings                   11      3 239      7 875      2 959                
Trade and other payables             11 714     10 938     10 321               
Provisions                           193        238        391                  
Tax payable                          203        549        580                  
Dividends payable                    6          2 211      3 190                
Bank overdrafts                      110        20         141                  
Total equity and                     41 691     47 359     34 175               
liabilities                                                                     
* Fully paid share capital of R100.                                             
Condensed consolidated statement of changes in equity                           
for the year ended 31 March                                                     
                            Equity         Non-          Total                  
                            attributable   controlling   equity                 
to owners      interests                            
                            of the                                              
                            parent                                              
                            Rm             Rm            Rm                     
1 April 2007                  9 426          221           9 647                
Total comprehensive income    7 916          189           8 105                
Dividends declared            (5 940)        (1)           (5 941)              
Business combinations and                                                       
other non-controlling                                                           
interests acquisitions        -              (6)           (6)                  
Non-controlling shares of     -              1             1                    
VM, SA                                                                          
31 March 2008 - Audited       11 402         404           11 806               
Total comprehensive income    6 437          134           6 571                
Dividends declared            (5 200)        (13)          (5 213)              
Business combinations and                                                       
other non-controlling                                                           
interests acquisitions        (4)            34            30                   
Share-based payment expense   1 382          522           1 904                
31 March 2009 - Audited       14 017         1 081         15 098               
Total comprehensive income    1 645          (110)         1 535                
Dividends declared1           (1 631)        (73)          (1 704)              
Repurchase of shares          (422)          -             (422)                
Share-based payment expense   129            -             129                  
31 March 2010 - Reviewed      13 738         898           14 636               
1 R6 million of the R1 637 million dividend declared was offset against the     
forfeitable share plan reserve.                                                 
Condensed consolidated statement of cash flows                                  
for the year ended 31 March                                                     
                                  2010       2009        2008                   
                                  Rm         Rm          Rm                     
                                  Reviewed   Audited     Audited                
Cash generated from operations      19 711     15 905      16 022               
Tax paid                            (4 764)    (4 123)     (4 721)              
Net cash flows from operating       14 947     11 782      11 301               
activities                                                                      
Net additions to property, plant    (6 222)    (7 211)     (6 531)              
and equipment and intangible                                                    
assets                                                                          
Business combinations and other     -          (5 348)     (956)                
non-controlling interests                                                       
acquisitions, net of cash acquired                                              
Other investing activities          (107)      (87)        56                   
Net cash flows utilised in          (6 329)    (12 646)    (7 431)              
investing activities                                                            
Movement in borrowings including    (4 255)    6 853       2 721                
finance costs paid                                                              
Dividends paid                      (3 908)    (6 204)     (5 741)              
Repurchase of shares                (385)      -           -                    
Non-controlling interests           -          522         7                    
Net cash flows (utilised in)/from   (8 548)    1 171       (3 013)              
financing activities                                                            
Net increase in cash and cash       70         307         857                  
equivalents                                                                     
Cash and cash equivalents at the    1 084      837         (108)                
beginning of the year                                                           
Effect of foreign exchange rate     (203)      (60)        88                   
changes                                                                         
Cash and cash equivalents at the    951        1 084       837                  
end of the year                                                                 
Notes                                                                           
1. Basis of preparation                                                         
These preliminary condensed consolidated annual financial statements have been  
prepared in accordance with the recognition and measurement criteria of         
International Financial Reporting Standards (`IFRS`) as issued by the           
International Accounting Standards Board (`IASB`) and comply with the disclosure
requirements of International Accounting Standard 34: Interim Financial         
Reporting (`IAS 34`), the JSE Listings Requirements and the Companies Act of    
1973, as amended. They have been prepared on the historical cost basis, except  
for certain financial instruments which are measured at fair value or at        
amortised cost, and are presented in South African rand, the currency in which  
the majority of the Group`s transactions are denominated.                       
The significant accounting policies and methods of computation are consistent in
all material respects with those applied in the previous period, except as      
disclosed in Note 2. The accounting policies are available for inspection at the
Group`s registered office.                                                      
There have been no material changes in judgements or estimates of amounts       
reported in prior reporting periods. During the current financial year the Group
classified certain foreign denominated loans to subsidiaries as part of the net 
investments in these foreign operations. Exchange losses of R848 million, net of
tax, relating to net investments in foreign operations, are recognised in other 
comprehensive income for the current year.                                      
The annual report containing a detailed review of the operations of the Group   
together with the audited consolidated annual financial statements will be      
posted to shareholders on or about Wednesday 30 June 2010.                      
Certain items have been reclassified as disclosed in Note 7.                    
The financial information has been reviewed by Deloitte & Touche whose          
unmodified review opinion is available for inspection at the Group`s registered 
office.                                                                         
2. Change in accounting policies                                                
The Group adopted all the new, revised or amended accounting pronouncements as  
issued by the IASB which were effective for the Group from 1 April 2009. The    
adopted accounting pronouncements, which had an impact on the Group or were     
reviewed for possible impact, are as follows:                                   
* IFRS 7: Financial Instruments: Disclosures (Amended) (`IFRS 7`);              
* IAS 1: Presentation of Financial Statements (Amended) (`IAS 1`);              
* IAS 23: Borrowing Costs (Revised) (`IAS 23`);                                 
* IFRIC 13: Customer Loyalty Programmes (`IFRIC 13`); and                       
* Circular 3/2009: Headline Earnings (`Circular 3/2009`).                       
The Group adopted the amendments to IFRS 7 retrospectively, this did not have an
impact on the Group`s results. IFRIC 13 was not applied retrospectively as the  
prior period financial impact was immaterial. The revised IAS 23 was adopted    
prospectively; the change in accounting policy had no impact on the Group`s     
results. The adoption of Circular 3/2009 had no impact on the Group`s headline  
earnings.                                                                       
                                   2010       2009       2008                   
                                   Rm         Rm         Rm                     
                                   Reviewed   Audited    Audited                
3. Segment analysis                                                             
External customers segment revenue1  58 535     55 442     48 334               
South Africa                         50 290     47 592     42 964               
International                        5 425      7 030      5 358                
Gateway                              2 801      805        -                    
Corporate                            19         15         12                   
EBITDA2                              19 782     18 196     16 463               
South Africa                         18 578     16 222     14 790               
International                        888        1 835      1 546                
Gateway                              202        100        -                    
Corporate and eliminations           114        39         127                  
Reconciliation of segment results                                               
EBITDA3                              19 782     18 196     16 463               
Depreciation, amortisation and       (8 527)    (4 795)    (3 941)              
impairment losses                                                               
Broad-based black economic           -          (1 315)    -                    
empowerment charge                                                              
Net loss on disposal of property,                                               
plant and                                                                       
equipment and intangible assets      (17)       (13)       (39)                 
Other                                -          (68)       8                    
Operating profit3                    11 238     12 005     12 491               
Net finance charges                  (2 272)    (1 749)    (424)                
Finance income                       124        108        72                   
Finance costs                        (1 602)    (1 459)    (681)                
(Loss)/Gain on remeasurement and                                                
disposal                                                                        
of financial instruments3            (794)      (398)      185                  
Loss from associate                  (21)       (19)       -                    
Profit before tax                    8 945      10 237     12 067               
Taxation                             (4 745)    (4 045)    (4 109)              
Net profit                           4 200      6 192      7 958                
Total assets                         41 691     47 359     34 175               
South Africa                         28 464     26 692     24 597               
International                        8 612      11 182     8 547                
Gateway                              3 346      8 014      -                    
Corporate and eliminations           1 269      1 471      1 031                
1 Other operating income has retrospectively been incorporated into revenue on  
the face of the condensed consolidated income statement.                        
2 The measure of segment profit changed retrospectively from management         
operating profit to EBITDA so as to align with practices of the Group`s parent, 
Vodafone.                                                                       
3 The Group prospectively aligned its presentation of foreign exchange gains and
losses on the revaluation of foreign denominated trading items with that of its 
parent by including a net gain of R192 million in operating expenses. For the   
prior year, the equivalent exchange net loss of R252 million (2008: R356 million
net loss) is presented in `(Loss)/Gain on remeasurement and disposal of         
financial instruments`.                                                         
2010       2009      2008                  
                                     Rm         Rm        Rm                    
                                     Reviewed   Audited   Audited               
4. Impairment losses                                                            
Impairment losses recognised are as                                             
follows:                                                                        
Intangible assets                      (3 285)    (1)       -                   
Property, plant and equipment          (34)       (105)     (30)                
Available-for-sale financial assets    (8)        (6)       -                   
carried at cost                                                                 
Investment in associate                (43)       -         -                   
                                      (3 370)    (112)     (30)                 
Included in the impairment losses is a goodwill impairment of R3 039 million,   
relating to the Group`s Gateway cash-generating unit, a business operation which
constitutes the Group`s Gateway reportable segment, following a decrease in long
term cash flow forecasts resulting from the economic downturn and an            
increasingly competitive environment. The remaining impairment losses are all   
largely due to the economic downturn and an increasingly competitive            
environment.                                                                    
                                   2010       2009        2008                  
Cents      Cents       Cents                 
                                   Reviewed   Audited     Audited               
5. Per share calculations                                                       
5.1 Earnings and dividends per                                                  
share                                                                           
Basic earnings per share             282.3      409.2       525.0               
Diluted earnings per share           282.0      409.2       525.0               
Headline earnings per share          509.9      417.4       528.4               
Diluted headline earnings per share  509.4      417.4       528.4               
Dividends per share (Note 17)        110.0      349.5       399.2               
Net asset value per share            985.3      1 014.7     793.5               
Earnings per share calculations are based on a weighted average number of       
ordinary shares outstanding of 1 486 283 980 (2009 and 2008: 1 487 954 000).    
Diluted per share calculations are based on a weighted average number of        
ordinary shares outstanding of 1 487 882 875. No dilutive factors were present  
in 2009 and 2008.                                                               
Dividends per share calculations are based on 1 487 954 000 shares for all      
periods presented. The net asset value per share calculation is based on 1 485  
407 073 shares (2009 and 2008: 1 487 954 000).                                  
                                     2010       2009      2008                  
Rm         Rm        Rm                    
                                     Reviewed   Audited   Audited               
5.2 Headline earnings1 reconciliation                                           
Earnings attributable to equity                                                 
shareholders                                                                    
for basic and diluted earnings per     4 196      6 089     7 811               
share                                                                           
Adjusted for:                                                                   
Net loss on disposal of property,                                               
plant and                                                                       
equipment and intangible assets        17         13        39                  
Impairment losses (Note 4)             3 370      112       30                  
Other                                  1          -         (8)                 
                                      7 584      6 214     7 872                
Tax impact of adjustments              (5)        (4)       (12)                
Headline earnings for headline and     7 579      6 210     7 860               
diluted headline earnings per share                                             
1 This disclosure is a requirement of the JSE Limited and is not a recognised   
measure under IFRS. It has been calculated in accordance with Circular 3/2009 as
issued by the South African Institute of Chartered Accountants.                 
6. Forfeitable share plan (`FSP`)                                               
The FSP which was approved by shareholders by ordinary resolution at the annual 
general meeting held on 31 July 2009 was implemented on 26 November 2009, with 4
722 504 shares being granted to participants.                                   
The FSP is accounted for as an equity-settled share-based payment transaction in
terms of IFRS 2: Share-based Payment.                                           
7. Reclassifications                                                            
Certain items in the preliminary condensed consolidated annual financial        
statements were retrospectively reclassified so as to align with practices of   
the Group`s parent, Vodafone. The reclassifications are summarised below.       
7.1 Income statement                                                            
Network operational overhead expenses has been reclassified from direct costs to
other operating expenses. Fixed advertising support costs has been reclassified 
from direct costs to marketing and advertising expenses. The share-based payment
expense relating to the employee share ownership plan has been reclassified from
broad-based black economic empowerment charge to staff expenses.                
7.2 Statement of financial position                                             
Bonus and leave pay liabilities have been reclassified from provisions to       
accruals within trade and other payables. Operating lease receivables has been  
reclassified from lease assets to trade and other receivables. Bank overdrafts  
classified as financing activities in the statement of cash flows has been      
reclassified from bank overdrafts to borrowings. Derivative financial assets and
liabilities have been reclassified from financial assets and derivative         
financial liabilities to trade and other receivables and trade and other        
payables respectively.                                                          
7.3 Statement of cash flows                                                     
Dividends paid, realised net losses on remeasurement and disposal of financial  
instruments, finance costs paid and finance income received have been           
reclassified from operating activities to the activities from which they        
originate.                                                                      
7.4 Combination of line items                                                   
After a review of its consolidated annual financial statements the Group        
combined certain line items on the face of the income statement and statement of
financial position.                                                             
Full details on reclassifications will be disclosed in the Group`s annual report
for the year ended 31 March 2010.                                               
8. Related parties                                                              
The Group`s related parties are its parent, joint venture, associate, pension   
schemes and key management including directors. In prior years Telkom SA Limited
and its subsidiaries (`Telkom`) were included in related parties since Telkom SA
Limited had joint control over the Group.                                       
                                   2010       2009       2008                   
                                   Rm         Rm         Rm                     
                                   Reviewed   Audited    Audited                
8.1 Balances with related parties                                               
Accounts receivable                  197        949        828                  
Accounts payable                     (154)      (325)      (438)                
Dividends payable                    -          (2 200)    (3 190)              
8.2 Transactions with related                                                   
parties                                                                         
Revenue1                             994        3 248      3 359                
Direct costs1                        (554)      (1 111)    (1 045)              
Other operating expenses             (19)       (1 354)    (1 209)              
Dividends declared                   (1 064)    (5 200)    (5 940)              
8.3 Directors` and key management personnel remuneration                        
Compensation paid to the Group`s Board and key management personnel will be     
disclosed in the Group`s annual report for the year ended 31 March 2010.        
1 Includes transactions with Telkom from 1 April 2009 to 18 May 2009.           
                                     2010       2009      2008                  
                                     Rm         Rm        Rm                    
Reviewed   Audited   Audited               
9. Capital expenditure incurred                                                 
Capital expenditure additions          6 636      6 906     5 916               
including software                                                              
10. Commitments                                                                 
Capital expenditure contracted for                                              
but not                                                                         
yet incurred1                          2 213      2 214     1 600               
Capital expenditure approved but not                                            
yet contracted for1                    6 364      9 712     8 822               
Operating leases                       4 070      3 534     4 571               
Transmission and data lines            6 270      6 643     -                   
Other2                                 1 760      2 038     2 904               
1 Capital expenditure approved during the current financial year, at forecasted 
exchange rates, limited to R7 375 million, was translated at the closing rates  
as at the reporting date.                                                       
2 Other includes sport, marketing, retention incentives, activation bonuses,    
activation commissions, other accommodation, handset purchase and other purchase
commitments.                                                                    
11. Borrowings                                                                  
The Absa Bank Limited loan with a nominal value of R3 000 million was repaid on 
10 December 2009 using cash and short term borrowings. The loan was for a term  
of one year and was utilised as bridge funding for the Gateway acquisition.     
The Group reduced its bank borrowings classified as financing activities through
strong cash flow management and cost containment.                               
12. Contingencies                                                               
12.1 Guarantees                                                                 
The Group provides credit guarantees amounting to R48 million (2009: R1 810     
million; 2008: R1 517 million) relating to the operations of its subsidiaries,  
of which none (2009: R1 735 million; 2008: R1 463 million) are included in      
borrowings.                                                                     
Vodacom (Pty) Limited provides an unlimited guarantee for bank borrowings       
entered into by Vodacom Group Limited. The total amount of guarantees, including
bank borrowings, amounted to R3 593 million as at 31 March 2010 (2009: R4 878   
million; 2008: R2 456 million), all of which are included in borrowings.        
13.  Customer registration                                                      
13.1 Democratic Republic of Congo (`DRC`)                                       
In terms of a ministerial decree promulgated in 2008, network operators in the  
DRC had to register their customers by 31 December 2009. In December 2009 a new 
customer registration decree was issued, which requires due process to be       
followed on individual customer information requests prior to penalties being   
imposed. Significant progress has been made to register customers and to        
minimise disruptions to customer acquisitions as a result of registration.      
13.2 Other                                                                      
Vodacom Tanzania Limited and Vodacom (Pty) Limited, a South African based       
company, are also subject to customer registration by 30 June 2010 and 31       
December 2010 respectively. The Group is making every effort to be fully        
compliant by the set deadlines.                                                 
14. Interconnect rates                                                          
The Group`s South African operation has as a result of bilateral negotiations   
with the other mobile operators agreed to reduce the peak interconnect rates    
from R1.25 to R0.89 with effect from 1 March 2010. The R0.77 off-peak rate      
remained unchanged. On 16 April 2010, the Independent Communications Authority  
of South Africa (`ICASA`) published draft regulations in which it proposes to   
reduce the rates to R0.65 in July 2010, R0.55 in July 2011 and R0.40 in July    
2012. The Group will actively participate in the ICASA public consultation      
process on the draft regulations.                                               
15. Code of conduct on the sale, lease, rental or subsidisation of subscriber   
equipment (`draft Code`)                                                        
In December 2009, ICASA published a draft Code, the purpose of which is to      
foster transparency, promote consumer rights and sets out minimum standards to  
be adhered to by licensees. The draft Code is also applicable to licensees`     
agents and resellers. It is anticipated that the draft Code will be finalised   
within the next financial year.                                                 
16. Arbitration                                                                 
Vodacom International Limited (`VIL`) filed a request for arbitration against   
Congolese Wireless Network s.p.r.l. (`CWN`) on 7 April 2010. VIL is seeking,    
inter alia, as a provisional measure the appointment of an ad hoc trustee with  
the mandate to represent CWN at an extraordinary shareholders` meeting in order 
to vote, in accordance with the corporate interest of Vodacom Congo (RDC)       
s.p.r.l. on certain resolutions. In addition, VIL has reserved its right to     
claim damages.                                                                  
17. Events after the reporting period                                           
The Board is not aware of any matter or circumstance arising since the end of   
the reporting period, not otherwise dealt with herein, which significantly      
affects the financial position of the Group or the results of its operations or 
cash flows for the period, other than the following:                            
17.1 Final dividend declared                                                    
A final dividend of R2 599 million for the year ended 31 March 2010 was declared
after the reporting date and not recognised as a liability. The secondary tax on
companies payable on this dividend amounts to R260 million.                     
Declaration of final dividend No. 2                                             
Notice is hereby given that final dividend number 2 of 175 cents per ordinary   
share in respect of financial year end 31 March 2010 has been declared, payable 
on Monday 5 July 2010 to shareholders recorded in the register at the close of  
business on Friday 2 July 2010:                                                 
Last day to trade shares cum dividend  Friday 25 June 2010                      
Shares commence trading ex dividend    Monday 28 June 2010                      
Record date                            Friday 2 July 2010                       
Payment date                           Monday 5 July 2010                       
Share certificates may not be dematerialised nor rematerialised between Monday  
28 June 2010 and Friday 2 July 2010.                                            
On Monday 5 July 2010, the final dividend will be electronically transferred    
into the bank accounts of all certificated shareholders where this facility is  
available. Where electronic funds transfer is not available, cheques will be    
dated and posted on Monday 5 July 2010.                                         
Shareholders who hold dematerialised shares will have their accounts at their   
CSDP or broker credited on Monday 5 July 2010.                                  
Annual general meetingThe annual general meeting of Vodacom Group Limited will  
be held at Bytes Conference Centre, Midrand on Friday 30 July 2010 at 11:00.    
Forward-looking statements                                                      
This announcement which sets out the year end results for Vodacom Group Limited 
for the year ended 31 March 2010 contains `forward-looking statements` with     
respect to the Group`s financial condition, results of operations and businesses
and certain of the Group`s plans and objectives. In particular, such forward-   
looking statements include statements relating to: the Group`s future           
performance; future capital expenditures, acquisitions, divestitures, expenses, 
revenues, financial conditions, dividend policy, and future prospects; business 
and management strategies relating to the expansion and growth of the Group; the
effects of regulation of the Group`s businesses by governments in the countries 
in which it operates; the Group`s expectations as to the launch and roll out    
dates for products, services or technologies; expectations regarding the        
operating environment and market conditions; growth in customers and usage; and 
the rate of dividend growth by the Group.                                       
Forward-looking statements are sometimes, but not always, identified by their   
use of a date in the future or such words as `will`, `anticipates`, `aims`,     
`could`, `may`, `should`, `expects`, `believes`, `intends`, `plans` or          
`targets`. By their nature, forward-looking statements are inherently           
predictive, speculative and involve risk and uncertainty 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 Group, or its industry to be 
materially different from any results, performance or achievement expressed or  
implied by such forward-looking statements. Forward-looking statements are not  
guarantees of future performance and are based on assumptions regarding the     
Group`s present and future business strategies and the environments in which it 
operates now and in the future.                                                 
Corporate Information                                                           
Directors                                                                       
MP Moyo (Chairman), PJ Uys (CEO), MS Aziz Joosub,                               
P Bertoluzzo1, TA Boardman, M Joseph2, M Lundal3,                               
P Malabie, PJ Moleketi, T Mokgosi-Mwantembe,                                    
RAW Schellekens4, RA Shuter, RC Snow5                                           
Alternate directors                                                             
TJ Harrabin5, HM Mahmoud6                                                       
Company secretary: SF Linford                                                   
Registered office                                                               
Vodacom Corporate Park,                                                         
082 Vodacom Boulevard, Vodavalley,                                              
Midrand 1685                                                                    
(Private Bag X9904, Sandton 2146)                                               
Transfer secretary                                                              
Computershare Investor Services (Pty) Limited                                   
(Registration number: 2004/003647/07)                                           
70 Marshall Street, Johannesburg 2001                                           
(PO Box 61051, Marshalltown 2107)                                               
1 Italian 2 American 3 Norwegian 4 Dutch 5 British 6 Egyptian                   
www.vodacom.com                                                                 
Date: 17/05/2010 07:30:01 Produced by the JSE SENS Department.                  
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howsoever arising, from the use of SENS or the use of, or reliance on,          
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Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
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