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1 1 VODACOM Group (Proprietary) Limited(to be converted into a public company and named VODACOM Group Limited)(Registration No. 1993/005461/07)Share code:VODISIN ZAE000132577( VODACOM Group or the company )PRE-LISTING STATEMENTThis pre-listing statement is issued in compliance with the Listings Requirements of theJSE pre-listing statement is not an invitation to subscribe for shares in VODACOM Group, but is issued in compliance with the Listings Requirements ofthe JSE Limited ( JSE ) for the purpose of providing information to the public with regard to the business and affairs of VODACOM Group, its consolidatedsubsidiaries, special purpose entities, joint ventures and associated companies as at the time of listing. This pre-listing statement has been preparedon the assumption that (i) the resolutions relating to the Transactions proposed in the notice of general meeting forming part of the circular toshareholders of Telkom SA Limited ( Telkom ) dated 2 March 2009 (the Telkom circular ), which is enclosed in the same envelope as this pre-listingstatement, 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 saletransaction and the unbundling (both as defined in the definitions section of this pre-listing statement and more fully set out in the Telkom circular) shallbecome effective and be implemented.

2 This pre-listing statement should be read in conjunction with the Telkom VODACOM Group directors, whose names are set out in Part III of this pre-listing statement, collectively and individually, accept full responsibilityfor 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 otherfacts, the omission of which would make any statement in this pre-listing statement false or misleading, and confirm that they have made all reasonableenquiries in this regard and confirm that this pre-listing statement contains all information required by the Listings Requirements of the JSE. Subject tothe fulfilment of the conditions precedent as defined in this pre-listing statement, the JSE has agreed to the listing of the entire issued ordinary sharecapital of VODACOM Group in the Telecommunications sector of the main board of the JSE under the abbreviated name VODACOM with effect fromthe commencement of business on 5 May 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 apar value of each and the issued share capital of VODACOM Group is R100 divided into 10 000 issued ordinary shares with a par value each.

3 On the commencement of its listing, the authorised share capital of VODACOM Group will be 4 000 000 000 ordinary shares with nopar 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 thedate of listing, no subsidiaries of VODACOM Group will hold any of the issued share capital of VODACOM Group as treasury shares. All the issuedordinary shares in VODACOM Group rank pari passuin all respects, there being no conversion or exchange rights attaching thereto, and have equalrights to participate in capital, dividend and profit distributions by VODACOM joint sponsors, reporting accountants and auditors, attorneys and transfer secretaries whose reports and/or names are included in this pre-listingstatement, 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 andcontext in which they SponsorsSouth African AttorneysTransfer SecretariesAttorneys advising on US and UK lawFinancial Communications AdviserReporting Accountants and AuditorsDate of issue.

4 2 March 2009 This pre-listing statement is available in English only. Copies may be obtained during normal business hours from 2 March 2009 until5 May 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 INFORMATION AND ADVISERSS ecretary and registered office of VODACOM GroupSandra Felicity Linford, ACIBMV odacom Corporate Park082 VODACOM BoulevardVodavalleyMidrand1685 South Africa(Private Bag X9904, Sandton 2146, South Africa)Joint SponsorsUBS South Africa (Proprietary) Limited(Registration number 1995/011140/07)64 Wierda Road EastWierda ValleyJohannesburg2196 South Africa(PO Box 652863, Benmore 2010, South Africa)

5 JP Morgan Equities Limited(Registration number 1995/011815/06)1 Fricker RoadIllovo BoulevardIllovoJohannesburg2196 South Africa(Private Bag X9936, Sandton 2196, South Africa)Reporting Accountants and AuditorsDeloitte & ToucheDeloitte & Touche PlaceThe WoodlandsWoodlands DriveWoodmeadSandton2196 South Africa(Private Bag X6, Gallo Manor 2052, South Africa)Financial Communications AdviserCollege Hill (Proprietary) Limited(Registration number 1997/02334/07)Fountain Grove Office Park5 Second RoadHyde ParkJohannesburg2196 South Africa(PO Box 413187, Craighall 2024, South Africa)Transfer SecretariesComputershare Investor Services (Proprietary) Limited(Registration number 2004/003647/07)70 Marshall StreetJohannesburg2001 South Africa(PO Box 61051, Marshalltown 2107, South Africa)South African AttorneysWebber Wentzel10 Fricker RoadIllovo BoulevardIllovoJohannesburg2196 South Africa(PO Box 61771, Marshalltown 2107, South Africa)Attorneys advising on US and UK lawLinklatersOne Silk StreetLondonEC2Y 8 HQUnited KingdomCommercial BankersFirst National Bank (a division of FirstRand Bank Limited)(Registration number 1966/010753/06)Corporate Banking4 First PlaceCorner of Pritchard and Simmonds StreetsJohannesburg2001 South Africa(PO Box 7791, Johannesburg 2000, South Africa)The Standard Bank of South Africa Limited(Registration number 1962/000738/06)

6 Corporate and Investment Banking3 Simmonds StreetJohannesburg2001 South Africa(PO Box 61344, Marshalltown 2107, South Africa)3 DISCLAIMERThe release, publication or distribution of this pre-listing statement in certain jurisdictions may be restricted by law andtherefore persons in any such jurisdictions into which this pre-listing statement is released, published or distributed shouldinform themselves about and observe such restrictions. Any failure to comply with the applicable restrictions may constitutea violation of the securities laws of any such jurisdiction. This pre-listing statement does not constitute an offer to sell or issueshares, or the solicitation of an offer to purchase or to subscribe for shares or other securities or a solicitation of any voteor approval in any jurisdiction in which such offer or solicitation would be VODACOM Group shares which may be distributed in the unbundling will not be, and are not required to be, registeredwith the US Securities and Exchange Commission (the SEC ) under the US Securities Act of 1933 (the Securities Act ) orany US state securities laws.

7 The VODACOM Group shares may not be offered or sold in the US absent registration under theSecurities Act or an exemption therefrom. Neither the SEC nor any US state securities commission has approved ordisapproved the VODACOM Group shares or commented upon the accuracy or adequacy of this pre-listing statement. Anyrepresentation to the contrary is a criminal offence in the of Telkom shares with an address in the US, holders of Telkom American Depository Shares ( ADS ) and ineligibleforeign shareholders of Telkom (as defined in the Telkom circular), will not receive any VODACOM Group unbundled sharespursuant to the unbundling. The VODACOM Group unbundled shares due to such US shareholders of Telkom, Telkom ADSholders and ineligible foreign shareholders of Telkom will be disposed of for cash pursuant to Regulation S under theSecurities Act and the cash proceeds therefrom (net of applicable fees, expenses, taxes and charges) will be distributed tosuch US shareholders of Telkom, Telkom ADS holders and ineligible foreign shareholders in proportion to their respectivepurported entitlements to VODACOM Group shares.

8 There can be no assurance as to what price such US shareholders, TelkomADS holders or ineligible foreign shareholders will receive from the disposal of such VODACOM Group shares or the timingof such 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. Anystatements 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 thenegative thereof, are forward looking statements.

9 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 in which the Group operates, includingthe SA Government; VODACOM s expectations as to the launch and roll out dates for products, services or technologies offered by VODACOM ; expectations regarding the operating environment and market conditions; revenue and growth expected from VODACOM s total communications strategy; growth in customers and usage; the expected contribution to the Group s revenue of voice services, messaging services, data services, broadbandservices, fixed location pricing, internet services and mobile advertising; the rate of dividend growth by the Group or its existing investments; possible future acquisitions, including increases in ownership in existing investments, the timely completion of pendingacquisition transactions and pending offers for investments, including licence acquisitions, and the expected fundingrequired to complete such acquisitions or investments; mobile penetration and coverage rates and VODACOM s ability to acquire spectrum.

10 The impact of regulatory and legal proceedings involving VODACOM and of scheduled or potential regulatory changes; overall market trends and other trend projections; the effect of the current economic crisis on VODACOM s operations; the ability of VODACOM to continue to obtain financing on commercially reasonable terms; the effect of competition on VODACOM ; the effect of expansion on VODACOM s management, financial and technical systems; the ability of VODACOM to attract and retain key personnel; and exchange control restrictions in the jurisdictions in which VODACOM their nature, forward-looking statements are inherently predictive, speculative and, because they relate to events anddepend on circumstances that will occur in the future, involve known and unkno