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Vodacom Group Limited

Preliminary results
for the year ended 31 March 2021

We connect for a
better future
We invested

R13.3
billion
in network infrastructure
during the year,

We serve

57.7
million
financial services
customers,

Shameel Joosub Alongside the Vodafone Foundation, we recently


announced a R74 million financial pledge to support
the roll-out of cold-chain technology and provide

Vodacom Group logistics support to ensure the safe delivery of


COVID-19 vaccines to vulnerable and hard-to-reach
CEO commented: communities in South Africa, DRC, Mozambique,
Ghana and Tanzania. We also made a R13 million
donation to Lesotho to assist with securing vaccines
In a year unavoidably shaped by the for the Basotho people. We have partnered with
devastating impacts of the global health AUDA – NEPAD to build digital infrastructure to
crisis, Vodacom Group accelerated the manage the distribution of COVID-19 vaccinations in
delivery of our Social Contract with up to 55 countries, following successful
stakeholders to ensure we made deployments in South Africa, leveraging our
mVacciNation platform.
meaningful contributions in markets
where we operate. These latest initiatives are over and above the
R2 billion service revenue impact of zero-rating
Vodacom Group has been at the forefront of helping peer-to-peer (P2P) M-Pesa transactions in our
governments curb the spread of COVID-19 where we International markets, a R3 billion service revenue
operate, having swiftly responded earlier this year impact of lowering data pricing in South Africa and
through strategic partnerships with the likes of the R176 million cash and in-kind donations made
Discovery Health and Microsoft®, and a wide range of by the Vodacom and Vodafone Group Foundations in
initiatives including free devices and airtime for response to the pandemic.
healthcare workers, accelerating support to
We are proud to be standing shoulder to shoulder
governments via donations of handsets, connectivity
with the African Union and national governments to
and medical equipment, and making contactless
provide practical support for what is an enormous
payments more accessible through zero-rated
logistical challenge for resource-limited African
services and an expanded M-Pesa ecosystem to
address social distancing challenges. countries with significant rural populations.
Given the sudden shifts in customer behaviour patterns, Zero-rating P2P M-Pesa transactions for the majority of the
we invested heavily in the resilience of our networks to financial year was the right thing to do for our customers
cope with significant increases in mobile data traffic and facilitated economic activity. This initiative introduced
volumes to keep families connected, enable businesses to the M-Pesa ecosystem to a significantly broader base and
operate, facilitate online learning and assist governments continues to support accelerated platform growth and
in providing critical services. We invested R13.3 billion in customer adoption of digital channels. Through M-Pesa,
network infrastructure during the year, including we now process US$24.5 billion (R366.4 billion) a month
R10.1 billion in South Africa, and as a Group we have in transaction value across our International markets,
invested R62.4 billion into our networks over the past including Safaricom, up 63.5%. We serve 57.7 million
five years. financial services customers, including Safaricom,
generating revenue of R19.3 billion in the year. From
Customers in South Africa have also taken advantage of
January 2021, all our markets, including Safaricom,
ConnectU, which provides zero-rated access to a wide
re-implemented P2P charging.
range of websites, including job portals and online learning
platforms and discounted offers for poor communities, as Our strategic investment in Safaricom comprised almost
well as the significant data price cuts implemented on 13% of our operating profit in the year. Safaricom’s local
1 April 2020 and the recently announced 14% decline in currency results reflected the impact of depressed
our headline monthly data price to R85 per Gigabyte as economic activity and free M-Pesa P2P transfers, related to
part of our ongoing commitment to reduce the cost to the COVID-19 pandemic. Positively, Safaricom’s
communicate. commitment to its strategic goals, supported strong
platform growth for M-Pesa and higher connectivity usage.
Underpinned by the recovery in our International portfolio
This supported a notable recovery in service revenue
in the second half of the year and strong growth from our
growth through the financial year, with fourth quarter
prepaid and Enterprise segments, Financial Services and
growth at 6.4%.
other new services in South Africa, the Vodacom Group
reported a 5.8% increase in service revenue and an Looking forward, while being cognisant that disposable
825 cents per share total ordinary dividend per share. This income will remain under pressure, we are increasingly
is particularly pleasing in a difficult trading environment optimistic about improved growth prospects for our
and is testament to the rapid manner in which the International operations. In South Africa, the allocation of
company and its employees adapted to the crisis. temporary spectrum has supported network capacity and
highlights the urgent need for high demand spectrum to
In South Africa, service revenue grew by 7.0% on the back
be allocated through ICASA’s ITA process. We continue to
of increased data usage, our highly successful summer
see the assignment of high demand spectrum as
campaign and demand for financial services – collectively
instrumental to data pricing.
helping to offset numerous initiatives aimed at delivering
greater value to customers, including tariff reductions of We remain focused on entrenching Vodacom Group as a
up to 40% at the beginning of the financial year and the leading pan-African technology company through our
successful launch of Vodabucks, our behavioural loyalty investments into financial, digital and lifestyle services as
programme. these increasingly provide opportunities to enhance our
relationship with the 123.7 million customers we serve
Our International operations reported muted service
across our footprint. In particular, we are excited about our
revenue growth of 1.6% in the year, with a stronger second
partnership with Alipay and the imminent launch of our
half helping offset the significant impacts of COVID-19
single lifestyle app, VodaPay, in South Africa. Our super-app
earlier in the year. This performance was characterised by
will offer services ranging from loans and savings, seamless
disruption to our commercial activities as a result of the
QR and person-to-person payments, to entertainment and
informal structure of the economies in which we operate,
personalised shopping experiences, promoting greater
currency volatility, increased pressure on consumer spend,
financial inclusion. We see this super-app as a precursor to
free M-Pesa P2P transactions and the impact of service
M-Pesa’s evolution, supporting accelerated growth across
barring in Tanzania due to biometric registration
our financial services’ businesses and assisting us in
compliance.
connecting the next 100 million African customers so that
no one is left behind.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 1
Highlights

Group revenue

up 8.3% Added 8.2 million customers,


to serve a combined 123.7 million customers across
the Group, including Safaricom.
(7.4%*) to R98.3 billion,
supported by service revenue
growth of 5.8% (4.7%*).
Total financial services customers,
including Safaricom,
South Africa service
revenue grew up 12.9%
7.0%, or 6.6 million to 57.7 million.

with consistent growth


through the financial year. Earnings per share Medium-term operating

Declared a final
up 4.2% profit growth target
upgraded from mid-single
digit to mid-to-high-
and headline earnings
dividend of per share single digit, on improved

410cps . up 3.7% .
growth prospects for
International and
Safaricom.

Certain financial information presented in this results announcement constitutes pro-forma financial information in terms
of the JSE Listings Requirements. The applicable criteria on the basis of which this pro-forma financial information has been
prepared is set out in the supplementary information on pages 46 to 51. The pro-forma financial information includes:
* Normalised growth presents performance on a comparable basis. This adjusts for trading foreign exchange, foreign
currency fluctuation on a constant currency basis (using the current year as base) and excludes the impact of merger,
acquisition and disposal activities, at a constant currency basis where applicable, to show a like-for-like comparison
of results.
Amounts marked with an * in this document represent normalised growth as defined above.
All growth rates quoted are year-on-year and refer to the year ended 31 March 2021 compared to the year ended 31 March 2020,
unless stated otherwise.

2
Statutory performance measures
Year ended 31 March % change
Rm 2021 2020 Reported Normalised*

Revenue 98 302 90 746 8.3 7.4


Service revenue 77 574 73 354 5.8 4.7
EBITDA 39 299 37 610 4.5 3.6
Net profit from associate and
joint ventures 3 501 4 149 (15.6) 3.9
Operating profit 27 652 27 711 (0.2) 2.2
Net profit 17 071 16 644 2.6
Earnings per share (cents) 978 939 4.2
Headline earnings per share (cents) 980 945 3.7
Total dividend per share (cents) 825 845 (2.4)
– special dividend per share (cents) – 60 n/a
– ordinary dividend per share (cents) 825 785 5.1

Alternative performance measures


Year ended 31 March % change
Rm 2021 2020 Reported

EBITDA margin1 (%) 40.0 41.4 (1.4ppt)


Capital expenditure2 13 307 13 218 0.7
Capital intensity2 (%) 13.5 14.6 (1.1ppt)
Operating free cash flow3 22 030 21 782 1.1
Free cash flow3 14 974 16 284 (8.0)

Notes:
1. EBITDA margin is EBITDA as a percentage of revenue.
2. Detail relating to capital expenditure is on page 13. Capital intensity is capital expenditure as a percentage of revenue.
3. A reconciliation of operating free cash flow and free cash flow is set out on page 51.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 3
Operating review

South Africa
Summary financial information
Year ended 31 March % change
Rm 2021 2020 Reported

Service revenue 56 405 52 712 7.0


EBITDA 30 745 29 094 5.7
Operating profit 20 515 19 684 4.2
Capital expenditure 10 076 9 860 2.2

We prioritised investing in network infrastructure, providing free devices and airtime to healthcare workers,
implementing track-and-trace technology, accelerating support to the government and driving digital and financial
inclusion to help South Africa navigate the COVID-19 pandemic. Our R10.1 billion capital investment facilitated
network capacity and resilience to accommodate the increased data volumes stimulated by our 1 April 2020 data
price cuts and changes in customer usage patterns, as work, entertainment and education shifted to the home.
During the year, 15.5 million unique users visited our zero-rated ConnectU platform to access a wide range of
websites – including job and e-learning portals and discounted offers for vulnerable communities. Looking ahead,
our Mezzanine platform will provide critical support for the roll-out of COVID-19 vaccines.
From a financial perspective, South Africa reported strong service revenue growth of 7.0% to R56.4 billion. The
growth was fuelled by increased demand for connectivity, particularly in prepaid and Vodacom Business and new
services such as IoT and financial services. Furthermore, the performance was enabled by our industry leading
investment into new services, networks and digital IT capabilities such as business and artificial intelligence (AI).
Revenue increased by 10.3%, underpinned by service revenue growth, a recovery in equipment sales and growth in
tower sharing revenue.
Mobile contract customer revenue increased by 5.0% to R20.8 billion, a resilient performance given the economic
backdrop. Within the mobile contract segment, Vodacom Business continued to deliver growth in the fourth quarter
while consumer contract revenue remained broadly unchanged year-on-year. We recorded positive contract
customer net additions of 133 000 in the year while ARPU increased by 2.1% (adjusted growth 1.4%1) and 7.0%
(adjusted growth 3.1%1) in the year and the fourth quarter, respectively.
In the prepaid segment, mobile customer revenue increased by 8.5%. Prepaid net additions for the year were a
substantial 2.6 million, reflecting our summer campaign’s success and new behavioural loyalty programme – which
provided more reasons to consume and facilitate our active days’ management initiative. ARPU increased 13.0% to
R61 supported by increased usage of our connectivity and digital services and the accessibility of airtime via our
Airtime Advance product. In the fourth quarter, Airtime Advanced amounted to 43.0% of total prepaid recharges in
the quarter (4Q20: 35.9%).
Data traffic increased by 55.6%, as the growth trend normalised in the last two quarters of the financial year as
lockdown restrictions eased. Data customer net losses were 0.2 million in the year, ending on 21.7 million
customers, as we focused on optimising gross additions. Smart devices on our network were up by 9.5% to
23.2 million, while 4G devices on our network increased by 22.0% to 15.7 million. The average usage per smart
device increased by 38.9% to 2.1GB per month. We accelerated our fibre roll-out during the year, more than doubling
the total number of homes and businesses connected2 to 126 765. Our own fibre passed 146 401 homes and
businesses as at 31 March 2021.
Service revenue generated from Financial Services was up by 18.9% to R2.4 billion, while customers increased by
15.4% to 13.3 million. Our Financial Services’ result reflects our execution capability in this space. Revenue growth
was underpinned by our Airtime Advance product, where we advanced R12.0 billion in airtime during the year, an
increase of 21.1%. The number of Airtime Advance customers increased 17.3% to 10.8 million. Insurance policies
increased by 8.3% to 2.1 million.

1. Adjusted for a reclassification of IoT revenue from other service revenue to customer revenue. There was no impact on overall service revenue
as a result of this reclassification.
2. Including Bitstream, which refers to where we act as an internet service provider (ISP) to fibre wholesalers.

4
Vodacom Business service revenue increased by 11.3% to R15.9 billion, supported by our innovative work-from-
home solutions. Our Vodacom Business fixed service revenue grew by 6.5%, excluding wholesale transit, supported
by strong growth in cloud as well as hosting and connectivity revenue. IoT connections increased by 6.4% to
5.6 million with revenue growth at 32.8% to R1.1 billion1.
EBITDA grew 5.7%, while margins contracted 1.7ppts in the year. The EBITDA performance was supported by strong
service revenue growth but was moderated by COVID-19 related bad debt provisions and investment into future
growth areas such as a 5G roaming deal with Liquid Intelligent Technologies (Liquid). Excluding the impact of our
roaming deals with Rain and Liquid, the EBITDA margin was broadly flat year-on-year. Operating profit growth at 4.2%
was driven by EBITDA growth, although partially offset by higher depreciation. Depreciation and amortisation
increased 10.2% as a result of capital expenditure phasing and asset mix.
In the forthcoming financial year, we expect South Africa to deliver service revenue growth in line with our
medium-term Group target. We are particularly excited about the launch of our lifestyle companion app, VodaPay.
We expect that the app and the ongoing expansion of our financial service offerings will promote digital and
financial inclusion and provide a growth platform for consumers and merchants in South Africa.

International
Summary financial information
Year ended 31 March % change
Rm 2021 2020 Reported Normalised*

Service revenue 22 146 21 799 1.6 (1.9)


EBITDA 8 784 8 679 1.2 (2.2)
Operating profit 3 833 4 582 (16.3) (5.0)
Capital expenditure 3 226 3 358 (3.9)

Our International Business, like that of South Africa, delivered on our purpose and Social Contract to support the
markets in which we operate and to help us navigate the pandemic. Our interventions included free internet services
to governments and healthcare workers, the dissemination of critical information on COVID-19, the provision of
personal protection equipment for agents and zero-rating services that would support inclusion, such as peer-to-
peer (P2P) payments for M-Pesa and online education and government sites. The impact of zero-rating P2P
payments for our International markets, including Safaricom, was equivalent to R2.0 billion of service revenue. We
also deployed R3.2 billion capital investment to expand our 4G network, enhance our IT infrastructure and maintain
data availability at a time when many customers worked from home. Leveraging the Mezzanine platform helped
deploy COVID-19 vaccines, and work with governments to support a resilient and just recovery for our markets.
Our International operations reported muted service revenue growth of 1.6% in the year. This performance reflects
disruption to our commercial activities due to the informal structure of the economies in which we operate,
increased pressure on consumer spend, free M-Pesa P2P transactions and the impact of service barring in Tanzania
due to biometric registration compliance. On a normalised basis, service revenue declined by 1.9%* during the year.
Positively, normalised service revenue improved in the second half of the year, and we delivered normalised service
revenue growth of 4.3%* in the fourth quarter. The growth inflection in the quarter was supported by double digit
M-Pesa and data revenue growth.
Our customer base increased by 3.0% to 39.8 million, with net additions of 1.2 million in the year. In addition to
subdued commercial activities resulting from COVID-19, the customer base growth rate was negatively impacted by
the barring of service to 2.9 million SIM cards in Tanzania in the previous financial year. The latter impact, relating to
the barring of service, was largely reflected in our first quarter customer base, in line with our 90-day churn policy.
Customer growth across our International operations is critical for us to achieve our 2025 ambition of improving the
lives of the next 100 million customers.

1. Adjusted for a reclassification of IoT revenue from other service revenue to customer revenue. There was no impact on overall service revenue
as a result of this reclassification.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 5
Operating review continued

Data services remain a key lever of growth and central to our commitment to connecting for a better future. We added
661 000 new customers during the year to end the period at 20.6 million data customers. Of these customers, only
11 million were on smartphones – highlighting the potential for further smartphone penetration. We continue to drive
the adoption of affordable smartphone devices, and support digital inclusion, by leveraging partnerships with global
technology firms and innovative financing options. Data revenue grew 6.5% in constant currency during the year, with
data revenue growth in constant currency improving to 11.0% in the fourth quarter. Overall data traffic growth for the
year was buoyant at 51.6%, due to network investments and affordable commercial propositions.
M-Pesa revenue was up 13.0% (5.8%*) to R4.5 billion in the year, contributing 20.4% of International service revenue.
Pleasingly, platform growth and the reintroduction of P2P charging across all our markets from 1 January 2021
supported a meaningful acceleration of normalised M-Pesa revenue growth to 21.0%, in the fourth quarter.
Accelerating platform adoption, measured by customer and transaction growth, and product expansion provide a
robust growth outlook for M-Pesa. International M-Pesa customers were up 9.6% to 16.1 million, representing 47.4%
of our total International customer base. The M-Pesa ecosystem in all our International markets, including
Safaricom, processed US$24.5 billion a month in transactions in the fourth quarter, up 63.5%.
International EBITDA was up 1.2%, in line with revenue growth of 1.1%. Consistent with the service revenue and revenue
profile, EBITDA margins recovered during the second half and offset the margin decline of 2.7ppts reported in the first
half. The full year margin performance reflected disciplined cost containment, despite inflationary cost pressures.
Operating profit declined 16.3%, with the prior year period boosted by a purchase gain of R532 million. This gain
was as a result of the acquisition of the M-Pesa brand, product development and support services from
Vodafone Group Plc through a newly-created joint venture, M-Pesa Africa. M-Pesa Africa, co-ordinates and
implements our M-Pesa strategy, driving product expansion and leveraging best practices across the portfolio. On a
normalised basis, operating profit declined 5.0%. This reflects the pressure on normalised EBITDA, which declined 2.2%.
Our capital investment of R3.2 billion was focused mainly on expanding our 4G network. Our network reach
improved by 322 3G and 1 072 4G base stations, and we continued to invest in our transmission networks to
enhance our network leadership in all our markets.
Looking ahead, we are optimistic about improved growth prospects for our International operations. We expect
operating profit growth in the forthcoming financial year to track ahead of the medium-term Group target.

Safaricom
Safaricom’s results reflect a challenging year and were impacted by depressed economic activity and free M-Pesa
P2P related to the COVID-19 pandemic. Service revenue and EBITDA declined 0.3% and 2.8% respectively in the
financial year. Despite growth pressures, Safaricom ensured that its network, operations and maintenance and
financial services were prioritised to limit disruptions. Capital expenditure was KShs35.0 billion (R5.2 billion) for the
year, representing an intensity ratio of 13.2%, supporting its digital technology journey and the evolving
consumption patterns of its customer base.
Safaricom’s commitment to its strategic goals, supported platform growth for M-Pesa and higher connectivity usage.
Safaricom added 3.4 million M-Pesa customers and 4.3 million total customers for the year ended 31 March 2021. Mobile data
grew 11.5% sustaining the recovery from the prior year, with 4G devices using more than 1GB per month up to 4.7 million.
Fibre-to-the-home customers grew 31.5% as Safaricom supported work and learn-from-home with higher bandwidth.
M-Pesa revenues declined 2.1% in the year, impacted by free fees for P2P transaction values of less than
KShs1 000 until 31 December 2020. M-Pesa service revenue growth recovered to 21.2% in the fourth quarter,
supported by platform growth, product adoption and updated P2P pricing from 1 January 2021. M-Pesa customers
grew 13.6% and the total annual value of M-Pesa transactions were up 58.2% to KShs22.0 trillion (R3.3 trillion).
Safaricom’s updated P2P pricing promoted affordability, with low value transaction charges reduced by up to 45.0%
from pre COVID-19 levels. Safaricom’s overall service revenue profile improved through the year, and in the fourth
quarter was up 6.4%.
On a rand reported basis, Safaricom contributed R3.5 billion to the Group’s operating profit, declined 2.1%
year-on-year but increased 2.5% on a normalised basis. Safaricom accounted for 12.8% of the Group’s operating
profit, in the year.
Growth rates are in local currency and year-on-year, unless otherwise stated. Safaricom results announcements are
available here: www.safaricom.co.ke/investor-relation/financials/reports/financial-results

6
Regulatory matters
ICASA – Invitation to Apply
ICASA issued two separate Invitations to Apply (ITA) on 2 October 2020 regarding the assignment of High Demand
Spectrum (HDS) in South Africa, in respect of the provision of mobile broadband wireless access services for urban
and rural areas using the complimentary International Mobile Telecommunications (IMT) spectrum bands i.e.
IMT700, IMT800, IMT2600 and IMT3500 ranges. The first ITA set out ICASA’s licensing process for a new individual
electronic communications network services (I-ECNS) and Radio Frequency Spectrum Licences for the purpose of
operating a wireless open access network (WOAN). The second ITA set out the licensing process for assignment of
HDS spectrum to the existing I-ECNS licensees for the purposes of providing national broadband wireless access
services. Subsequent to the invitations, on 22 December 2020, Telkom filed a court application in respect of the ITAs.
The filing inter alia sought to suspend the closing date for submission of applications for the licence to operate a
WOAN, and interdict ICASA from assessing or adjudicating any applications received in respect of the ITAs, pending a
full review of the ITAs processes. Separately, in January 2021, MTN petitioned the court to review the opt-in part of
the second ITA. In March 2021, the High Court in Pretoria issued an order, interdicting ICASA from proceeding with
the ITA processes pending the final determination of Telkom’s application to review ICASA’s ITAs. We expect the High
Court to jointly hear the Telkom and MTN reviews in July 2021.
We remain supportive of the HDS spectrum auction proceeding as soon as possible. We believe that the award of
HDS spectrum is critical to reducing input costs and, by extension, the cost of data. Also, the assignment of
additional spectrum is vital to expanding broadband services and promoting digital inclusion in South Africa. As such,
further delays to the auction process will likely have a negative impact on South Africa consumers.
ICASA – Inquiry into mobile broadband services
On 16 November 2018, ICASA gave notice of its intention to conduct an inquiry into mobile broadband services. The
purpose of the inquiry was to assess the state of competition, and to determine whether there were markets or
market segments within the mobile broadband services value chain that may require regulatory intervention in
terms of Chapter 10 of the Electronic Communications Act, 2005.
Following a November 2019 discussion document and October 2020 public hearings, ICASA issued a findings
document and Draft Mobile Broadband Services Regulations on 26 March 2021. ICASA concluded that Vodacom and
MTN have significant market power in certain retail and wholesale mobile service markets. Further, ICASA proposed
several pro-competitive terms and intends to monitor retail prices and wholesale prices, particularly in relation to
margin squeeze. As noted above, we believe that the assignment of HDS spectrum is vital to reducing input costs,
expanding broadband services and promoting digital inclusion in South Africa.
Lesotho licence update
In December 2019, the Lesotho Communications Authority (LCA) issued a notice of enforcement proceedings
against Vodacom Lesotho on the basis of its opinion of non-independence of the company’s previous external
auditors. In February 2020, the LCA directed Vodacom Lesotho to show cause on why Vodacom Lesotho’s
communications licence should not be withdrawn. In May 2020, following several engagements with the LCA,
Vodacom Lesotho made written representations against the revocation of its licence. In September 2020, the LCA
notified Vodacom Lesotho that it was to be fined M134 million (R134 million), of which 70% was suspended for five
years. On 8 October 2020, the LCA issued a notice of revocation of the operating licence of Vodacom Lesotho. On
9 October 2020, Vodacom Lesotho launched an application in the Lesotho High Court to have both determinations
of the LCA imposing the fine of M134 million and revoking its operating licence, respectively, reviewed and set aside.
The Lesotho High Court has, in the meantime, issued an interim order interdicting the LCA from, inter alia, enforcing
the payment of the said fine and revoking Vodacom Lesotho’s operating licence. The matter was heard in the High
Court in December 2020, and judgement is pending.
Subsequent event
The Government of Federal Democratic Republic of Ethiopia, through the Ethiopian Communications Authority
(ECA), issued a final request for proposals on 5 March 2021 for the award of two full service mobile
telecommunication licences in Ethiopia. On 26 April 2021, the Group participated as a minority in a consortium,
controlled by Safaricom Plc, bidding for a mobile telecommunication licence in the Federal Democratic Republic of
Ethiopia. The ECA has indicated that successful bidders will be announced within thirty days of the bid submission
(subject to timings subsequently advised by the ECA).
Vodacom Group Limited
Preliminary results for the year ended 31 March 2021 7
Operating review continued

Environmental, social and governance (ESG) recognition


Our purpose-led model is premised on the three pillars of digital society, inclusion for all and planet. During the year,
we accelerated the delivery of our Social Contract with stakeholders to ensure we made meaningful contributions to
inclusion and the recovery in markets where we operate.
The outcomes of our purpose-led model and strong governance were recognised by leading environmental, social
and governance (ESG) rating agencies, including Sustainalytics and Morgan Stanley Capital International (MSCI),
during the financial year. In September 2020, Sustainalytics ranked Vodacom 2nd out of almost 200 companies in its
Telecommunications Service industry grouping and in the top 5% of its Global Universe of 13 000 companies.
Separately, in March 2021, MSCI rated Vodacom as AAA – its highest ESG rating. MSCI highlighted Vodacom’s scores
in governance, labour management and cybersecurity policies as key drivers of the ESG rating.

Outlook and medium-term targets


Vodacom is a purpose-led company and we connect for a better future. The COVID-19 pandemic reinforced the
importance of our purpose-led approach, as we were able to accelerate the adoption of data, smartphones, digital and
financial services despite pandemic related challenges. Looking ahead, we will remain focused on strong governance
and our three purpose pillars of digital society, inclusion for all and planet, as we deliver on our business strategy,
Vision 2025. We believe that this integrated approach and our Social Contract with stakeholders, will support just
economic progress across the countries in which we operate and provide us with compelling growth opportunities.
Our evolution from a telecommunication to a technology company is well on track as we expand our ecosystem of
products. Our multi-product strategy, called the System of Advantage, will deliver diversified, differentiated offerings
to our customers, further strengthening and growing our relationships with them. In the connectivity space, our
dedicated Consumer and Vodacom Business segments remain focused on delivering great value and an exceptional
experience to our customers. Our System of Advantage extends our personalised connectivity offering into digital
and financial services, to deliver a 360-degree customer experience. We already provide financial services to
57.7 million customers, including Safaricom, with our ‘nano’ payments, lending and savings solutions supporting
financial inclusion. We see significant opportunities ahead, in both our Consumer and Vodacom Business segments,
across digital and financial services, as we enhance our existing AI capabilities and real-time management
information systems with our landmark Alipay agreement.
Our low gearing, relative to telecommunication peers, of 0.9 times net debt to EBITDA (including leases) positions us to
manage the risk of a still uncertain economic outlook, whilst also supporting investment into our System of Advantage.
We have limited debt repayments in the short-term, with enough facilities to maintain liquidity. 83% of our debt is rand
denominated, limiting foreign currency exposure. Our debt structure, excluding leases, is split 47% fixed and 53%
floating debt, with our fixed component of debt protecting against significant adverse interest rate movements.
Our ‘Fit for growth’ cost initiatives are well embedded in our operations, and to a large extent are structural and
focused on the digital transformation of our business which leaves us with the opportunity to still employ short-term
cost control measures to improve the resilience of our business, where required.
As the effects of the COVID-19 pandemic persist, the economic outlook for our markets remain uncertain. We do
however expect this outlook to improve into the forthcoming financial year. This view is informed by global research
providers and financial institutions such as the International Monetary Fund (IMF). This assumption of economic
improvement, combined with the growth potential of our System of Advantage strategy, supports our mid-single
digit medium-term growth target for service revenue. For operating profit growth, which includes the profit
contribution from our associates, we upgrade our medium-term target growth from mid-single digit to mid-to-high
single digit. The upgrade reflects operational leverage, and improved prospects for International and Safaricom, in
particular. In summary, our medium-term targets are as follows:
1. Mid-single digit Group service revenue growth;
2. Mid-to-high-single digit Group operating profit growth (including profit from associate – Safaricom); and
3. 13.0% – 14.5% of Group capital expenditure as a % of Group revenue.
These targets are, on average, over the next three years, and are on a normalised basis in constant currency,
excluding spectrum purchases, exceptional items and any merger and acquisition activity.

8
Financial review

Summary financial information


Year ended 31 March % change
Rm 2021 2020 Reported Normalised*

Revenue 98 302 90 746 8.3 7.4


Service revenue 77 574 73 354 5.8 4.7
EBITDA 39 299 37 610 4.5 3.6
Net profit from associate and joint
ventures 3 501 4 149 (15.6) 3.9
Operating profit 27 652 27 711 (0.2) 2.2
Net profit 17 071 16 644 2.6
Capital expenditure 13 307 13 218 0.7
Operating free cash flow1 22 030 21 782 1.1
Free cash flow1 14 974 16 284 (8.0)
Net debt 34 249 35 180 (2.6)
Earnings per share (cents) 978 939 4.2
Headline earnings per share (cents) 980 945 3.7
Contribution margin2 (%) 62.0 63.8 (1.8ppt)
EBITDA margin (%) 40.0 41.4 (1.4ppt)
Operating profit margin (%) 28.1 30.5 (2.4ppt)
Effective tax rate (%) 28.2 27.8 0.4ppt
Net profit margin (%) 17.4 18.3 (0.9ppt)
Capital intensity (%) 13.5 14.6 (1.1ppt)
Net debt/EBITDA (times) 0.9 0.9 –

Service revenue
Year ended 31 March % change
Rm 2021 2020 Reported Normalised*

South Africa 56 405 52 712 7.0 7.0


International 22 146 21 799 1.6 (1.9)
Corporate and eliminations (977) (1 157) 15.6 15.6
Group service revenue 77 574 73 354 5.8 4.7
Safaricom3 37 600 36 319 3.5

Group service revenue grew 5.8% (4.7%*) to R77.6 billion, supported by a strong performance in South Africa and an
improvement in normalised service revenue growth for International during the second half of the financial year. At a
product level, growth was supported by new services such as digital and financial, fixed and IoT. South Africa’s
Financial Services’ business and M-Pesa delivered service revenue of R6.9 billion, up 15.0%, and contributed 8.9%
of consolidated service revenue. Our digital, fixed (ex transit4) and IoT businesses delivered service revenue of
R1.7 billion, R3.7 billion and R1.1 billion respectively. In aggregate, these ‘beyond mobile’ services amounted to
R13.4 billion and contributed 17.2% of Group service revenue.

Notes:
1. A reconciliation of operating free cash flow and free cash flow is on page 51.
2. Contribution margin is contribution profit as a percentage of revenue. Contribution profit is revenue less direct expenses.
3. The Group’s effective interest of 34.94% in Safaricom Plc (Safaricom) is accounted for as an investment in associate. Results represent 100%
of Safaricom and is for information purposes only.
4. Wholesale transit revenue of R844 million (FY20: R884 million).

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 9
Financial review continued

In South Africa, service revenue increased 7.0% to R56.4 billion, supported by growth in customer revenue and new
services. Pleasingly, the growth profile was consistently strong through the financial year. Financial services revenue
amounted to R2.4 billion, or 4.2% of South Africa’s service revenue.
Our International operations reported muted service revenue growth at 1.6%. Normalised service revenue declined
1.9%* to R22.1 billion with a notable recovery in the second half of the year, and especially the fourth quarter. The
recovery was supported by M-Pesa and data growth, with all our markets charging for P2P M-Pesa transactions from
1 January 2021. M-Pesa and data revenue comprised 20.4% and 18.8% of International service revenue for the year
ended 31 March 2021. Safaricom service revenue, which we do not consolidate, increased 3.5% in rands but declined
0.3% in local currency.

Total expenses1
Year ended 31 March % change
Rm 2021 2020 Reported Normalised*

South Africa 45 949 40 589 13.2 13.3


International 14 030 13 818 1.5 (2.3)
Corporate and eliminations (951) (1 178) 19.3 19.3
Group total expenses 59 028 53 229 10.9 9.9

Group total expenses increased 10.9% (9.9%*) to R59.0 billion.


In South Africa, expenses increased 13.2% (13.3%*) to R46.0 billion as a result of higher costs related to our roaming
agreements with Rain and Liquid, and higher COVID-19 related bad debt provisions. The increase in bad debt
encompassed both specific provisions and higher expected credit losses as a result of COVID-19 relief measures
implemented, in accordance with IFRS 9. Excluding the impact of Rain and Liquid roaming costs and the higher
COVID-19 related bad debts, total expenses grew 7.3%. International expenses increased 1.5% (-2.3%*) to
R14.0 billion reflecting disciplined cost containment, despite inflationary cost pressures.

EBITDA
Year ended 31 March % change
Rm 2021 2020 Reported Normalised*

South Africa 30 745 29 094 5.7 5.6


International 8 784 8 679 1.2 (2.2)
Corporate and eliminations (230) (163) 41.1 41.1
Group EBITDA 39 299 37 610 4.5 3.6
Safaricom2 20 125 19 950 0.9

Group EBITDA increased 4.5% (3.6%*) to R39.3 billion at a margin of 40.0%. South Africa EBITDA grew 5.7% (5.6%*)
to R30.7 billion. Growth was underpinned by strong service revenue growth in South Africa. EBITDA in our
International operations increased 1.2% (-2.2%*) to R8.8 billion, with flat margins reflecting a strong recovery in the
second half of the financial year.

Notes:
1. Excluding depreciation, amortisation and impairments.
2. The Group’s effective interest of 34.94% in Safaricom Plc (Safaricom) is accounted for as an investment in associate. Results represent 100% of
Safaricom and is for information purposes only.

10
Operating profit
Year ended 31 March % change
Rm 2021 2020 Reported Normalised*

South Africa 20 515 19 684 4.2 4.1


International 3 833 4 582 (16.3) (5.0)
Safaricom 3 542 3 617 (2.1) 2.5
Corporate and eliminations (238) (172) 38.4 38.4
Group operating profit 27 652 27 711 (0.2) 2.2

Group operating profit decreased 0.2% (2.2%*) to R27.7 billion, impacted by a R745 million prior year one off related
to a purchase gain in terms of IFRS 3 for the M-Pesa Africa joint venture acquisition. In South Africa, operating profit
was up 4.2% (4.1%*) to R20.5 billion. International operating profit declined 16.3% (-5.0%*) to R3.8 billion. The
reported growth rate for International was negatively impacted by its apportionment (R532 million) of the purchase
gain for the M-Pesa Africa joint venture, in the prior financial year.

Net finance charges


Year ended 31 March % change
Rm 2021 2020 20/21

Finance income 767 884 (13.2)


Finance costs (4 190) (4 702) (10.9)
Net finance costs (3 423) (3 818) (10.3)
Net (loss) on remeasurement and disposal of financial
instruments (378) (16) >200.0
Net finance charges (3 801) (3 834) (0.9)

Net finance charges decreased 0.9% to R3.8 billion, supported by lower net finance costs as the average cost of debt
(including leases) decreased from 8.9% in the prior year to 7.8% in the current year. Excluding leases, the average
cost of debt decreased from 7.7% to 6.4%. The increase in the net loss on remeasurement and disposal of financial
instruments largely related to conversion of net debt balances to functional currencies.

Taxation
The tax expense of R6.7 billion was 4.6% higher than the prior year (FY20: R6.4 billion) due to the increased profit
before tax of the Group and its subsidiaries.
The effective tax rate remained broadly stable at 28.2% in the current year, despite a higher effective tax rate in
Tanzania as a result of the split of Vodacom Tanzania’s GSM and M-Pesa businesses, in compliance with the National
Payment System Act.
In the interim period ended 30 September 2020, we recorded a positive one-off deferred tax rate adjustment. The
adjustment related to the decrease of the corporate tax rate in Kenya, which fell from 30% to 25%. Subsequently, on
1 January 2021, the Kenya tax rate reverted from 25% to 30%. As a result, in the second half of the current financial
year we reversed this adjustment, net of foreign exchange.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 11
Financial review continued

Earnings
Year ended 31 March % change
2021 2020 20/21

Earnings per share (EPS) (cents) 978 939 4.2


Headline earnings per share (HEPS) (cents) 980 945 3.7
Weighted average number of ordinary shares outstanding
for the purpose of calculating EPS and HEPS (million) 1 695 1 697 (0.1)

EPS and HEPS grew at 4.2% and 3.7% respectively. EPS and HEPS growth was supported by operating profit growth in
South Africa, while International and Safaricom operating profit and the remeasurement and disposal of financial
instruments, detracted from reported growth.

Dividend
Year ended 31 March % change
Rm 2021 2020 20/21

Headline earnings 16 609 16 034 3.6


Adjusted for:
Net profit from Safaricom (3 540) (3 428) 3.3
Attributable profits from Safaricom (4 123) (4 275) (3.6)
Amortisation on assets, net of tax 580 659 (12.0)
Adjustment relating to Safaricom 3 188 (98.4)
Withholding tax 273 427 (36.1)
Non-controlling interest and other 444 452 (2.0)
Headline earnings available for dividend distribution 13 784 13 485 2.2
Total dividend declared per share (cents) 825 845 (2.4)
Interim dividend declared per share (cents) 415 380 9.2
Special dividend declared per share (cents) – 60 n/a
Final dividend declared per share (cents) 410 405 1.2

12
Owned capital expenditure1
Year ended 31 March % change
Rm 2021 2020 20/21

South Africa 10 076 9 860 2.2


International 3 226 3 358 (3.9)
Corporate and eliminations 5 – –
Group capital expenditure 13 307 13 218 0.7
Group capital intensity2 (%) 13.5 14.6 (1.1ppt)
Safaricom 5 367 5 213 3.0
Safaricom capital intensity2 (%) 13.5 13.7 (0.2ppt)

The Group’s capital expenditure was R13.3 billion, representing 13.5% of revenue. In South Africa, capital expenditure
was directed at improving capacity and resilience of the network. We now have 97.3% (FY20: 95.4%) 4G population
coverage. In our International operations, the focus remained on increasing both coverage and capacity as well as
continuing the 4G roll-out. We added 262 2G sites, 322 3G sites and 1 072 4G sites across our International
operations since 1 April 2020.

Statement of financial position


Property, plant and equipment decreased 4.7% to R56.5 billion and intangible assets decreased 1.3% to R13.2 billion
when compared to 31 March 2020. The combined decrease is as a result of net additions of R16.3 billion, offset by
net foreign currency translation movements of R4.1 billion, and depreciation and amortisation of R15.1 billion.
As at 31 March
Rm 2021 2020 Movement

Bank and cash balances 15 751 17 057 (1 306)


Bank overdrafts (542) (866) 324
Current borrowings (9 634) (3 707) (5 927)
Non-current borrowings (39 741) (47 988) 8 247
Other financial instruments (83) 324 (407)
Net debt3 (34 249) (35 180) (931)
Net debt/EBITDA (times) 0.9 0.9 –

Net debt decreased by R0.9 billion to R34.2 billion from March 2020. The year-on-year movement was supported by free
cash flow exceeding cash dividend payments in the year. Total borrowings decreased by R1.1 billion to R50.6 billion from
March 2020.

Notes:
1. Owned capital expenditure, excluding spectrum, licences and capitalised right of use assets. Right of use asset additions include R3 282 million
(2020: R2 770 million) for the Group of which R2 584 million (2020: R2 055 million) in South Africa and R698 million (2020: R715 million) in
International.
2. Capital expenditure as a percentage of revenue.
3. Debt includes interest bearing debt, non-interest bearing debt and bank overdrafts.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 13
Financial review continued

Cash flows1
Free cash flow
Year ended 31 March % change
Rm 2021 2020 20/21

EBITDA 39 299 37 610 4.5


Working capital (411) 845 (149.0)
Capital expenditure2 (13 307) (13 218) 0.7
Disposal of property, plant and equipment 51 68 (25.0)
Lease liability payments (4 266) (4 046) 5.4
Other 664 523 27.0
Operating free cash flow 22 030 21 782 1.1
Tax paid (7 428) (6 417) 15.8
Dividends received from associate 3 576 4 394 (18.6)
Finance income received 723 763 (5.2)
Finance costs paid (2 609) (3 506) (25.6)
Dividends paid to non-controlling shareholders (1 318) (732) 80.1
Free cash flow 14 974 16 284 (8.0)

Operating free cash flow increased 1.1%, with EBITDA growth of 4.5% offset by a working capital outflow. The
working capital movement largely relates to South Africa, which posted a broadly neutral working capital movement
in the current year compared with a R0.8 billion inflow in the prior year. Free cash flow declined 8.0%, with the
year-on-year growth impacted by a R1.1 billion special dividend receipt from our associate investment in Safaricom
during the prior year. Excluding the impact of the special dividend from Safaricom, free cash flow declined 1.2%.

Dividends
Declaration of final dividend number 24 – payable from income reserves
Notice is hereby given that a gross final dividend number 24 of 410 cents per ordinary share in respect of the
financial year ended 31 March 2021 has been declared payable on Monday, 28 June 2021 to shareholders recorded
in the register at the close of business on Friday, 25 June 2021. The number of ordinary shares in issue at the date of
this declaration is 1 835 864 961. The dividend will be subject to a local dividend withholding tax rate of 20% which
will result in a net final dividend to those shareholders not exempt from paying dividend withholding tax of
328.00000 cents per ordinary share.

Last day to trade shares cum dividend Tuesday 22 June 2021


Shares commence trading ex-dividend Wednesday 23 June 2021
Record date Friday 25 June 2021
Payment date Monday 28 June 2021
Share certificates may not be dematerialised or rematerialised between Wednesday, 23 June 2021 and Friday,
25 June 2021, both days inclusive.
Notes:
1. A reconciliation of cash generated from operations to free cash flow, is on page 51.
2. Capital expenditure comprises the purchase of property, plant and equipment and intangible assets, other than licence and spectrum
payments. Purchases of customer bases are excluded from capital expenditure.

14
On Monday, 28 June 2021, the final dividend will be electronically transferred into the bank accounts of all
certificated shareholders where this facility is available. Shareholders who hold dematerialised shares will have their
accounts at their CSDP or broker credited on Monday, 28 June 2021.
Vodacom Group Limited tax reference number is 9316/041/71/5.

Dividend policy
The Board maintains its dividend policy of paying at least 90% of adjusted headline earnings which excludes the
contribution of the attributable net profit or loss from Safaricom and any associated intangible amortisation. In
addition, the Group intends to distribute any dividend it receives from Safaricom, up to a maximum amount of the
dividend received, net of withholding tax.
The Group intends to pay as much of its after tax profits as will be available after retaining such sums and repaying
such borrowings owing to third parties as shall be necessary to meet the requirements reflected in the budget and
business plan, taking into account monies required for investment opportunities. There is no fixed date on which
entitlement to dividends arises and the date of payment will be determined by the Board or shareholders at the time
of declaration, subject to the JSE Listings Requirements.
For and on behalf of the Board

Sakumzi Justice Macozoma Shameel Aziz Joosub Raisibe Morathi


Chairman Chief Executive Officer Chief Financial Officer
Midrand
17 May 2021

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 15
Independent auditor’s review report

To the shareholders of Vodacom Group Limited


We have reviewed the preliminary condensed consolidated financial statements of Vodacom Group Limited set out
on pages 17 to 35, contained in the accompanying preliminary report, which comprises the condensed consolidated
statement of financial position as at 31 March 2021, and the condensed consolidated income statement, condensed
consolidated statement of comprehensive income, condensed consolidated statement of changes in equity and
condensed consolidated statement of cash flows for the year then ended, and selected explanatory notes.

Directors’ responsibility for the preliminary condensed consolidated


financial statements
The directors are responsible for the preparation and presentation of these preliminary condensed consolidated
financial statements in accordance with the International Financial Reporting Standard, (IAS) 34 Interim Financial
Reporting, the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee and Financial
Pronouncements as issued by Financial Reporting Standards Council and the requirements of the Companies Act
of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of
preliminary condensed consolidated financial statements that are free from material misstatement, whether due to
fraud or error.

Auditor’s responsibility
Our responsibility is to express a conclusion on these preliminary condensed consolidated financial statements.
We conducted our review in accordance with International Standard on Review Engagements ISRE 2410, Review of
Interim Financial Information performed by the Independent Auditor of the Entity. ISRE 2410 requires us to conclude
whether anything has come to our attention that causes us to believe that the preliminary condensed consolidated
financial statements are not prepared in all material respects in accordance with the applicable financial reporting
framework. This standard also requires us to comply with relevant ethical requirements.
A review of preliminary condensed consolidated financial statements in accordance with ISRE 2410 is a limited
assurance engagement. We perform procedures, primarily consisting of making inquiries of management and others
within the entity, as appropriate, and applying analytical procedures, and evaluate the evidence obtained.
The procedures performed in a review are substantially less than and differ in nature from those performed in an audit
conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion
on these preliminary condensed consolidated financial statements.

Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying preliminary
condensed consolidated financial statements of Vodacom Group Limited for the year ended 31 March 2021 are
not prepared, in all material respects, in accordance with the International Financial Reporting Standard, (IAS) 34
Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee
and Financial Pronouncements as issued by Financial Reporting Standards Council and the requirements of the
Companies Act of South Africa.

Ernst & Young Inc.


Director – Vinodhan Pillay
Registered Auditor
Chartered Accountant (SA)
17 May 2021

16
Condensed consolidated income statement
for the year ended 31 March

2021 2020
Rm Notes Reviewed Audited

Revenue 3 98 302 90 746


Direct expenses1 (36 269) (32 075)
Staff expenses (6 990) (6 421)
Publicity expenses (1 718) (1 907)
Net credit losses on financial assets1 (1 078) (802)
Other operating expenses (12 973) (12 024)
Depreciation and amortisation (15 117) (13 955)
Impairment losses (6) –
Net profit from associate and joint ventures 3 501 4 149
Operating profit 27 652 27 711
Net loss on disposal of subsidiaries 4.4 (70) (819)
Finance income 767 884
Finance costs (4 190) (4 702)
Net loss on remeasurement and disposal of financial instruments (378) (16)
Profit before tax 23 781 23 058
Taxation (6 710) (6 414)
Net profit 17 071 16 644

Attributable to:
Equity shareholders 16 581 15 944
Non-controlling interests 490 700
17 071 16 644

1. Net credit losses on financial assets were included in direct expenditure in prior periods. The reclassification had no impact on any reported
totals, headline earnings per share or on any amounts presented in the statement of financial position.

2021 2020
Cents Notes Reviewed Audited

Basic earnings per share 4 978 939


Diluted earnings per share 4 956 923

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 17
Condensed consolidated statement
of other comprehensive income
for the year ended 31 March

2021 2020
Rm Reviewed Audited

Net profit 17 071 16 644


Other comprehensive income
Foreign currency translation differences, net of tax1 (16 361) 13 770
Foreign currency translation differences recognised through profit or loss on
disposal of foreign operations1 15 327
Mark-to-market of financial assets held at fair value through other
comprehensive income, net of tax1 52 13
Total comprehensive income 777 30 754

Attributable to:
Equity shareholders 1 642 28 953
Non-controlling interests (865) 1 801
777 30 754

1. Other comprehensive income can subsequently be recognised in profit or loss on the disposal of foreign operations or financial assets held at
fair value through other comprehensive income. During the year, a net amount of R15 million (31 March 2020: R327 million) of previously
recorded foreign currency translation differences were recognised in profit or loss on the sale of certain subsidiaries within the Vodacom
Business Africa group.

18
Condensed consolidated statement
of financial position
as at 31 March

2021 2020
Rm Note Reviewed Audited

Assets
Non-current assets 125 670 142 395
Property, plant and equipment 56 480 59 277
Intangible assets 13 186 13 363
Financial assets 605 741
Investment in associate and joint ventures 50 173 64 429
Trade and other receivables 2 536 2 447
Finance receivables 2 275 1 867
Tax receivable 356 260
Deferred tax 59 11

Current assets 46 309 47 828


Financial assets 6 449 7 763
Inventory 1 198 1 382
Trade and other receivables 20 129 19 197
Non-current assets held for sale – 86
Finance receivables 2 431 2 288
Tax receivable 351 55
Bank and cash balances 15 751 17 057
Total assets 171 979 190 223

Equity and liabilities


Fully paid share capital 57 073 57 073
Treasury shares (16 861) (16 620)
Retained earnings 36 884 34 294
Other reserves 2 274 16 909
Equity attributable to owners of the parent 79 370 91 656
Non-controlling interests 6 320 8 414
Total equity 85 690 100 070

Non-current liabilities 44 219 53 403


Borrowings 8 39 741 47 988
Trade and other payables 210 359
Provisions 833 1 055
Deferred tax 3 435 4 001

Current liabilities 42 070 36 750


Borrowings 8 9 634 3 707
Trade and other payables 31 132 31 437
Liabilities directly associated with non-current assets held for sale – 30
Provisions 390 228
Tax payable 355 468
Dividends payable 17 14
Bank overdraft 542 866
Total equity and liabilities 171 979 190 223

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 19
Condensed consolidated statement of changes in equity
as at 31 March

Equity
attributable Non-
to the owners controlling
Rm of the parent interests Total equity

31 March 2020 – Audited 91 656 8 414 100 070


Total comprehensive income 1 642 (865) 777
Dividends (13 991) (1 318) (15 309)
Repurchase and sale of shares (485) – (485)
Share-based payments 557 – 557
Changes in subsidiary holdings (9) 89 80
31 March 2021 – Reviewed 79 370 6 320 85 690
31 March 2019 – Audited 77 992 8 396 86 388
Adoption of IFRS 16 23 1 24
1 April 2019 78 015 8 397 86 412
Total comprehensive income 28 953 1 801 30 754
Dividends (14 348) (732) (15 080)
Repurchase and sale of shares (443) – (443)
Share-based payments 571 – 571
Business combinations – 46 46
Changes in subsidiary holdings (1 092) (1 098) (2 190)
31 March 2020 – Audited 91 656 8 414 100 070

20
Condensed consolidated statement of cash flows
for the year ended 31 March

2021 2020
Rm Note Reviewed Audited

Cash flows from operating activities


Cash generated from operations 9 40 789 39 251
Tax paid (7 428) (6 417)
Net cash flows from operating activities 33 361 32 834

Cash flows from investing activities


Additions to property, plant and equipment and intangible assets (13 443) (13 890)
Proceeds from disposal of property, plant and equipment and
intangible assets 69 68
Acquisition of subsidiary (net of cash and cash equivalents acquired) – (266)
Acquisition of joint venture – (180)
Disposal of subsidiaries (net of cash and cash equivalents disposed) 15 89
Dividends received from associate 3 576 4 394
Finance income received 723 763
Other investing activities1 63 (142)
Net cash flows utilised in investing activities (8 997) (9 164)

Cash flows from financing activities


Borrowings incurred 180 9 630
Borrowings repaid (4 052) (7 086)
Finance costs paid (3 945) (4 810)
Dividends paid – equity shareholders (13 944) (14 358)
Dividends paid – non-controlling interests (1 318) (732)
Repurchase of shares2 (563) (502)
Proceeds on sale of shares2 78 59
Changes in subsidiary holdings (24) (2 048)
Net cash flows utilised in financing activities (23 588) (19 847)

Net increase in cash and cash equivalents 776 3 823


Cash and cash equivalents at the beginning of the period 16 191 11 066
Effect of foreign exchange rate changes (1 758) 1 302
Cash and cash equivalents at the end of the period 15 209 16 191

1. Consists mainly of an increase in restricted cash deposits of R1 201 million (31 March 2020: R445 million increase) from M-Pesa related
activities, and decreased investment in treasury bills in Tanzania of R1 262 million (31 March 2020: R352 million decrease).
2. During the current year, cash flows relating to the repurchase and sale of shares that have previously been reported on a net basis, have been
disclosed on a gross basis. The reclassification had no impact on any reported totals, headline earnings per share or on any amounts presented
in the statement of financial position.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 21
Notes to the preliminary condensed
consolidated financial statements
for the year ended 31 March

1. Basis of preparation
These preliminary condensed consolidated financial statements have been prepared in accordance with the
framework concepts, the recognition and measurement criteria of International Financial Reporting Standards
(IFRS) and in accordance with and containing the information required by International Accounting Standard
(IAS) 34: Interim Financial Reporting as issued by the International Accounting Standards Board (IASB), the
Financial Reporting Guides as issued by the South African Institute of Chartered Accounts’ (SAICA) Accounting
Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council,
the JSE Limited (JSE) Listings Requirements and the requirements of the Companies Act of South Africa, 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, which is the parent
Company's functional and presentation currency.
The significant accounting policies and methods of computation are consistent in all material respects
with those applied in the previous year, except as disclosed in Note 2. The significant accounting policies
are available for inspection at the Group's registered office.
The preparation of these preliminary condensed consolidated financial statements was supervised by the
Chief Financial Officer, RK Morathi (CA) SA, M.Phil., H.Dip Tax.
The financial information has been reviewed by Ernst & Young Inc., whose unmodified review report is
presented on page 16.

2. Change in accounting policies


The Group adopted the new, revised or amended accounting pronouncements as issued by the IASB,
which were effective and applicable to the Group from 1 April 2020, none of which had any material
impact on the Group’s financial results for the period. The Group has not early adopted any new, revised
or amended accounting pronouncements, that are not yet effective and the Group is not expecting these
pronouncements to have a material impact on the financial results of the Group.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2,
issued by the IASB, is effective for periods commencing on or after 1 January 2021. The Group is keeping
abreast of developments relating to interest rate benchmark reform, as and when communicated by
the relevant financial authorities. As at 31 March 2021, there were no changes to any of the interest rate
benchmarks that the Group is exposed to. The Group will continue to assess the impact of interest rate
benchmark reform as the revised benchmark rates are published.
Full details on changes in accounting policies will be disclosed in the Group’s consolidated annual
financial statements for the year ended 31 March 2021, which will be available online.

22
2021 2020
Rm Reviewed Audited

3. Segment analysis
External customer
segment revenue 98 302 90 746
South Africa 76 303 69 045
International 21 999 21 681
Corporate and eliminations – 20
Safaricom1 39 627 37 951
Inter-segment revenue – –
South Africa 434 548
International 747 811
Corporate and eliminations (1 181) (1 359)
1. The Group has a 34.94% effective interest in Safaricom Plc (Safaricom) through its subsidiary Vodafone Kenya Limited, which
the Group equity accounts for as an investment in an associate at 39.93%. Due to the significance of this investment, and the
information available for review by the chief operating decision maker, Safaricom is presented as a separate segment. The
above results represent 100% of the results of Safaricom.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 23
Notes to the preliminary condensed consolidated financial statements continued

3. Segment analysis continued


Revenue is further disaggregated into product type below.
Corporate
South and
Rm Africa International elimination Total Safaricom1

31 March 2021 – reviewed


Mobile contract revenue 20 829 1 469 (6) 22 292 3 420
Mobile prepaid revenue 25 359 18 009 (2) 43 366 30 153
Customer service revenue 46 188 19 478 (8) 65 658 33 573

Mobile interconnect 1 742 1 330 (544) 2 528 1 426


Fixed service revenue 3 556 1 233 (390) 4 399 1 429
Other service revenue 4 919 105 (35) 4 989 1 172
Service revenue 56 405 22 146 (977) 77 574 37 600

Equipment revenue 14 672 285 (21) 14 936 1 527


Non-service revenue 5 299 303 (183) 5 419 500
Revenue from contracts
with customers 76 376 22 734 (1 181) 97 929 *

Interest income recognised


as revenue 296 12 – 308 *
Other2 65 – – 65 *
Revenue 76 737 22 746 (1 181) 98 302 39 627

1. The Group has a 34.94% effective interest in Safaricom Plc (Safaricom) through its subsidiary Vodafone Kenya Limited, which
the Group equity accounts for as an investment in an associate at 39.93%. Due to the significance of this investment, and the
information available for review by the chief operating decision maker, Safaricom is presented as a separate segment. The above
results represent 100% of the results of Safaricom.
2. Other revenue largely represents lease revenues recognised under IFRS 16 “Leases”.
* Not reviewed by the chief operating decision maker.

24
3. Segment analysis continued
Corporate
and
Rm South Africa International elimination Total Safaricom1

31 March 2020 – audited


Mobile contract revenue 19 841 1 344 (6) 21 179 3 510
Mobile prepaid revenue 23 372 17 327 – 40 699 29 230
Customer service revenue 43 213 18 671 (6) 61 878 32 740

Mobile interconnect 1 893 1 328 (644) 2 577 1 227


Fixed service revenue 3 189 1 709 (471) 4 427 1 296
Other service revenue 4 417 91 (36) 4 472 1 056
Service revenue 52 712 21 799 (1 157) 73 354 36 319

Equipment revenue 13 543 411 (17) 13 937 1 247


Non-service revenue 3 164 274 (165) 3 273 385
Revenue from contracts
with customers 69 419 22 484 (1 339) 90 564 *

Interest income recognised


as revenue 114 8 – 122 *
Other2 60 – – 60 *
Revenue 69 593 22 492 (1 339) 90 746 37 951

1. The Group has a 34.94% effective interest in Safaricom Plc (Safaricom) through its subsidiary Vodafone Kenya Limited, which
the Group equity accounts for as an investment in an associate at 39.93%. Due to the significance of this investment, and the
information available for review by the chief operating decision maker, Safaricom is presented as a separate segment. The above
results represent 100% of the results of Safaricom.
2. Other revenue largely represents lease revenues recognised under IFRS 16 “Leases”.
* Not reviewed by the chief operating decision maker.

2021 2020
Rm Reviewed Audited

EBITDA 39 299 37 610


South Africa 30 745 29 094
International 8 784 8 679
Corporate and eliminations (230) (163)
Safaricom1 20 125 19 950
Operating profit 27 652 27 711
South Africa 20 515 19 684
International 3 833 4 582
Corporate and eliminations 3 304 3 445
Safaricom1 11 886 12 856

1. The Group has a 34.94% effective interest in Safaricom Plc (Safaricom) through its subsidiary Vodafone Kenya Limited, which
the Group equity accounts for as an investment in an associate at 39.93%. Due to the significance of this investment, and the
information available for review by the chief operating decision maker, Safaricom is presented as a separate segment. The
above results represent 100% of the results of Safaricom, including the impact of net fair value adjustments on tangible and
intangible assets.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 25
Notes to the preliminary condensed consolidated financial statements continued

3. Segment analysis continued


2021 2020
Rm Reviewed Audited

Reconciliation of segment results


EBITDA 39 299 37 610
Depreciation and amortisation excluding acquired brands and
customer bases (15 117) (13 955)
Net profit on disposal of property, plant and equipment and
intangible assets 68 23
Impairment losses (6) –
Net profit from associate and joint ventures 3 501 4 149
Other (93) (116)
Operating profit1 27 652 27 711

Total assets 171 979 190 223


South Africa 83 212 77 787
International 38 415 46 829
Corporate and eliminations 50 352 65 607
Safaricom2 60 587 76 079
Total liabilities (86 289) (90 153)
South Africa (62 644) (58 269)
International (24 612) (29 497)
Corporate and eliminations 967 (2 387)

Safaricom2 (21 790) (24 153)

1. For a reconciliation of operating profit to net profit for the year, refer to the condensed consolidated income statement on
page 17.
2. The Group has a 34.94% effective interest in Safaricom Plc (Safaricom) through its subsidiary Vodafone Kenya Limited, which
the Group equity accounts for as an investment in an associate at 39.93%. Due to the significance of this investment, and the
information available for review by the chief operating decision maker, Safaricom is presented as a separate segment. The above
results represent 100% of the results of Safaricom, including the impact of net fair value adjustments on tangible and intangible
assets, excluding goodwill that arose on acquisition.

26
2021 2020
Cents Reviewed Audited

4. Per share calculations


4.1 Earnings and dividends per share
Basic earnings per share 978 939
Diluted earnings per share 956 923
Headline earnings per share 980 945
Diluted headline earnings per share 957 928
Dividends per share 820 840

2021 2020
Million Reviewed Audited

4.2 Weighted average number of ordinary shares


outstanding for the purpose of calculating
Basic and headline earnings per share 1 695 1 697
Diluted earnings and diluted headline earnings per share 1 735 1 728
4.3 Ordinary shares for the purpose of calculating
dividends per share:
400 cents per share declared on 10 May 2019 1 836
440 cents per share declared on 8 November 2019 1 836
405 cents per share declared on 7 May 2020 1 836
415 cents per share declared on 13 November 2020 1 836

Vodacom Group Limited acquired 3 589 285 shares in the market during the period at an average price
of R129.24 per share for the Group’s forfeitable share plan. The Innovator Trust, a structured entity
consolidated by the Group in terms of IFRS 10: Consolidated Financial Statements, also purchased
794 068 shares at an average price of R124.37. Share repurchases did not exceed 1% of Vodacom Group
Limited's issued share capital.
Dividend per share calculations are based on a dividend paid of R15 054 million (31 March 2020:
R15 421 million) of which R74 million (31 March 2020: R60 million) was offset against the forfeitable
share plan reserve, R11 million (31 March 2020: R9 million) expensed as staff expenses and R126 million
(31 March 2020: R130 million) paid to Wheatfields Investments 276 (Pty) Limited, a wholly-owned
subsidiary holding treasury shares on behalf of the Group. An amount of R939 million (31 March 2020:
R961 million) was paid to YeboYethu Investment Company (RF) (Pty) Limited, a special purpose vehicle
holding shares in Vodacom Group Limited on behalf of broad-based black economic empowerment
participants, of which R96 million was paid out as a trickle dividend to participants. R11 million
(31 March 2020: R6 million) was paid to The Innovator Trust. The Group declared a final dividend in
respect of the year ended 31 March 2021 after the reporting period (Note 13).

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 27
Notes to the preliminary condensed consolidated financial statements continued

4. Per share calculations continued


2021 2020
Rm Reviewed Audited

4.4 Headline earnings reconciliation


Earnings attributable to equity shareholders for basic and diluted
earnings per share 16 581 15 944
Adjusted for:
Net profit on disposal of property, plant and equipment and
intangible assets1 (73) (25)
Impairment losses 6 –
Bargain purchase gain on acquisition by joint venture2 – (745)
Loss on disposal of subsidiaries 70 819
Net loss on disposal, before foreign currency translation of
the operations 55 492
Foreign currency translation differences recognised through
profit or loss on disposal of foreign operations 15 327
16 584 15 993
Tax impact of adjustments 22 10
Non-controlling interests' share in adjustments 3 31
Headline earnings for headline- and diluted headline earnings
per share3 16 609 16 034

1. Includes attributable share of net profit on disposal of property, plant and equipment and intangible assets of associate and
joint ventures of R5 million (31 March 2020: R 2 million).
2. Includes attributable share of bargain purchase gain recognised by Safaricom, our joint venture partner, of R213 million for the
year ended 31 March 2020.
3. This disclosure is a requirement of the JSE Limited. It has been calculated in accordance with Circular 1/2019 as issued
by SAICA.

5. Related parties
The amounts disclosed in Notes 5.1 and 5.2 include significant balances and transactions with the
Group’s parent, entities in its group as well as an associate and joint ventures. Full details of related party
transactions will be disclosed in the Group’s consolidated annual financial statements for the year ended
31 March 2021, which will be available online.

2021 2020
Rm Reviewed Audited

5.1 Balances with related parties


Borrowings (including accrued finance cost) 28 804 28 753
Dividend receivable from associate included in trade and other
receivables 972 –

5.2 Transactions with related parties


Dividends declared (9 107) (9 329)
Finance costs (1 953) (2 280)

28
5. Related parties continued
5.3 Directors and key management personnel
Compensation paid to the Group’s Board and key management personnel will be disclosed in the Group’s
consolidated annual financial statements for the year ended 31 March 2021, which will be available
online.
PJ Moleketi, Chairman of the Group stepped down from the Board at the annual general meeting held on
Tuesday, 21 July 2020 and was succeeded by SJ Macozoma. SJ Macozoma was first appointed to the Board
in July 2017. Following the appointment of SJ Macozoma as Chairman, DH Brown was appointed as lead
independent non-executive director with effect from Wednesday, 22 July 2020.
P Klotz and CB Thomson were appointed to the Board as non-executive director and independent
non-executive director respectively with effect from Wednesday, 1 April 2020. On his appointment as a
director, CB Thomson became a member of the Audit, Risk & Compliance Committee.
KL Shuenyane joined the Board as an independent non-executive director following the annual general
meeting of the company which was held on Tuesday, 21 July 2020. On his appointment as a director,
KL Shuenyane became a member of the Audit, Risk & Compliance Committee and Social & Ethics
Committee.
NC Nqweni has been appointed as alternate to P Mahanyele-Dabengwa with effect from 1 April 2020, and
was appointed as a member of the Audit, Risk & Compliance Committee and Social & Ethics Committee
following the annual general meeting of the company which was held on Tuesday, 21 July 2020.
T Streichert resigned from the position of Group Chief Financial Officer and stepped down from the Board
on 30 June 2020.
S Mdlalose was appointed to the Board on 1 July 2020 and served as the acting Chief Financial
Officer up until 31 October 2020. S Mdlalose also stepped down from the Board on 31 October 2020.
RK Morathi was appointed to the Board and as the new Group Chief Financial Officer, with effect from
1 November 2020.
V Badrinath resigned from the Board on 31 December 2020. AM O’Leary was appointed to the Board on
1 January 2021.

2021 2020
Rm Reviewed Audited

6. Capital commitments
Capital expenditure contracted for but not yet incurred1 4 045 3 537

1. The Group is committed to incur accelerated capital expenditure of US$110 million (R1 624 million) over four years of which
approximately 47% has already occurred. Capital commitments as reflected above only include the aforementioned to the
extent that open purchase orders have been raised.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 29
Notes to the preliminary condensed consolidated financial statements continued

2021 2020
Rm Reviewed Audited

7. Capital expenditure incurred


Capital expenditure additions including software 13 307 13 218

8. Borrowings
There were no material new borrowings raised during the period ended 31 March 2021. Borrowings repaid
consists of repayments on lease liabilities which are classified as borrowings under IFRS 16.

2021 2020
Rm Reviewed Audited

9. Cash flows from operating activities


Profit before tax 23 781 23 058
Adjusted for:
Net loss on disposal of subsidiaries 70 819
Finance income (767) (884)
Finance costs 4 190 4 702
Net loss on remeasurement and disposal of financial
instruments 378 16
Operating profit 27 652 27 711
Adjusted for:
Depreciation and amortisation 15 117 13 955
Net profit on disposal of property, plant and equipment and
intangible assets (68) (23)
Impairment losses 6 –
Net credit losses on financial assets 1 078 802
Share-based payment 554 502
Net profit from associate and joint venture (3 501) (4 149)
Cash flows from operations before working capital changes 40 838 38 797
Decrease in inventory 167 55
Increase in trade and other receivables (2 569) (1 668)
Increase in trade and other payables and provisions 2 353 2 067
Cash generated from operations 40 789 39 251

30
10. Impact of COVID-19
Since March 2020, the World Health Organisation officially declared the novel coronavirus, COVID-19, a
pandemic, triggering various government interventions in order to stem the spread. In our assessment of
the impact on our operations and the economies we operate in we have considered the following aspects:

10.1 Going concern considerations


The going concern basis has been adopted in preparing the preliminary condensed consolidated financial
statements for the Group. Telecommunication services are recognised as an essential service during the
crisis, which allowed our businesses to continue to operate. As countries attempted to contain the spread
of the virus, various forms of restrictions on movement have resulted in an increase in demand for the
services we render.
The strength of our financial position will continue to allow us to lead our business through this volatile
period. We continually evaluate the impact of the pandemic on our business over the short to medium
term. The assessments include macro-economic factors in each of the countries we operate in, the
impact on customer spend, liquidity of our customers, our own cash requirements as well as initiatives to
contain cost.

10.2 Liquidity-, credit- and interest rate risk


The Group has sufficient funds and committed facilities available to address liquidity risk that may arise
from customers experiencing cash flow constraints. In considering the impact on our contract customer
base, we have reassessed our credit and risk policies pertaining to our customers and the impact on the
recoverability of our debtors under IFRS 9, the impact of which is not significant to our financial results.
The majority of short-term debt is with Vodafone Luxembourg, of which R2 000 million will be repaid
subsequent to year end, and R4 000 million is intended to be refinanced, while the remainder relates to
short-term items on leases. These are not expected to pose any liquidity risk. The Group continues to
monitor its debt exposure between fixed and variable rates, to ensure a balanced portfolio in an uncertain
and volatile environment. In order to ensure that short-term liquidity can be met and volatility absorbed,
the Group has access to rand denominated facilities of R7 882 million and foreign denominated facilities
of R1 511 million.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 31
Notes to the preliminary condensed consolidated financial statements continued

11. Contingent liabilities


11.1 Guarantees
The Group has various guarantees in issue, relating to external financial obligations of its subsidiaries,
which amounted to R97 million (31 March 2020: R64 million).
Foreign denominated guarantees amounting to R1 107 million (31 March 2020: R1 340 million) are
in issue in support of the Group’s subsidiary, Vodacom Congo, relating to liabilities included in the
consolidated statement of financial position.

11.2 Tax matters


The Group is regularly subject to an evaluation by tax authorities of its direct and indirect tax filings, the
most significant of which are capital allowances, withholding taxes, customs duty and transfer pricing
in certain jurisdictions. The consequence of such reviews is that disputes may arise with tax authorities
over the interpretation or application of certain tax rules to the Group’s business. The tax laws are in
some instances ambiguous and subject to a broad range of interpretations. To address and manage this
tax uncertainty, good governance is fundamental to the Group’s business sustainability. All major tax
positions taken are subject to review by executive management and are reported to the Board. The Group
has support from external advisors with regards to the positions taken in respect of the significant tax
matters which confirms the application and interpretation of the tax legislation. The Group has considered
all matters in dispute with the relevant tax authorities and has accounted for any exposure identified, if
required. The Group has not disclosed all the details in respect of the open tax disputes as these matters
are still under the dispute resolution process. These disputes may not necessarily be resolved in a manner
that is favourable to the Group.

11.3 Legal contingencies


The Group is currently involved in various legal disputes across its different jurisdictions and has, in
consultation with its legal advisors, assessed the possible outcomes in these cases and has determined
that adequate provision has been made in respect of all these cases as at 31 March 2021.

32
12. Other matters
12.1 Kenneth Makate (Mr Makate) vs Vodacom (Pty) Limited
Following the deadlock in the negotiations between the parties, Mr Makate elected to refer the matter
to the Group’s Chief Executive Officer, in his judicially sanctioned role as a deadlock breaking mechanism
(the deadlock breaker), to make a determination on the reasonable amount of compensation payable to
him. The deadlock breaker has made such a determination, in accordance with the Constitutional Court
order, but Mr Makate has rejected his determination. Mr Makate has since launched an application in
the High Court of South Africa to have the decision of the deadlock breaker reviewed and set aside. The
hearing took place from the 4th to the 6th of May, and judgement is awaited.

12.2 Independent Communications Authority of South Africa (ICASA)


Invitation to Apply (ITA)
ICASA issued two separate Invitations to Apply (ITA) on 2 October 2020 regarding the assignment of High
Demand Spectrum (HDS) in South Africa, in respect of the provision of mobile broadband wireless access
services for urban and rural areas using the complimentary International Mobile telecommunications
(IMT) spectrum bands i.e. IMT700, IMT800, IMT2600 and IMT3500 ranges. The first ITA sets out ICASA’s
licensing process for new individual electronic communications network services (I-ECNS) and Radio
Frequency Spectrum Licences for the purpose of operating a wireless open access network (WOAN).
The second ITA sets out the licensing process for assignment of HDS to the existing I-ECNS licensees for
the purposes of providing national broadband wireless access services. Subsequent to the issuance of
the invitations, on 22 December 2020, Telkom filed a court application, in respect of the ITAs. The filing
inter alia sought to suspend the closing date for submission of applications for the licence to operate
a WOAN, and interdict ICASA from assessing or adjudicating any applications received in respect of the
ITAs, pending a full review of the ITAs processes. Separately, in January 2021, MTN petitioned the court
to review the opt-in part of the second ITA. In March 2021, the High Court in Pretoria issued an order,
interdicting ICASA from proceeding with the ITA process pending the final determination of Telkom’s
application to review ICASA’s ITAs. The industry now awaits the outcome of the court proceedings before
the future process and date can be determined.

12.3 ICASA inquiry into mobile broadband services


On 16 November 2018, ICASA gave notice of its intention to conduct an inquiry into mobile broadband
services. The purpose of the inquiry was to assess the state of competition, and to determine whether
there were markets or market segments within the mobile broadband services value chain that may
require regulatory intervention in terms of Chapter 10 of the Electronic Communications Act, 2005.
Following a discussion document released during November 2019 and public hearings held during
October 2019, ICASA issued a findings document and Draft Mobile Broadband Services Regulations
on 26 March 2021. ICASA concluded that Vodacom and MTN have significant market power in certain
retail and wholesale mobile service markets. Further, ICASA proposed several pro-competitive terms and
intends to monitor retail prices and wholesale prices.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 33
Notes to the preliminary condensed consolidated financial statements continued

12. Other matters continued


12.4 Application to the Competition Tribunal regarding agreements between
Vodacom (Pty) Limited (the Company) and Rain Networks (Pty) Limited
(Rain)
Telkom South Africa SOC Limited (Telkom) launched an application to the Competition Tribunal in
October 2020 in respect of a transaction concluded by the Company and Rain. Telkom is applying to the
Competition Tribunal for an order that, amongst others, the arrangements and transaction concluded
by the Company and Rain constitutes a notifiable merger in terms of the Competition Act, which must
be notified to the Competition Commission and that the Company and Rain are prohibited from taking
any steps to further implement the transaction until such time as the merger has been approved. The
Company has given notice of intention to oppose the matter. The proceedings are ongoing.

12.5 Vodacom Congo (RDC) SA (Vodacom Congo) Organisation for the


Harmonisation of Business Law in Africa (OHADA)
Vodacom Congo is not in compliance with the minimum capital requirements as set out under the
OHADA. Vodacom Congo has to increase its share capital to meet the minimum OHADA requirements.
A non-compliance gap remains, and the matter is continuously being discussed by the Board and
shareholders of Vodacom Congo.

12.6 Vodacom Lesotho (Pty) Limited (Vodacom Lesotho) enforcement


proceedings
In December 2019, the Lesotho Communications Authority (LCA) issued a notice of enforcement
against Vodacom Lesotho premised on its view that the company’s statutory external auditors were not
independent, as required by the Companies Act. The statutory external auditors of Vodacom Lesotho are
not affiliated to the Group auditors, Ernst & Young Inc.
On 28 September, the LCA issued a penalty of R134 million against Vodacom Lesotho. Despite Vodacom
Lesotho reserving its rights for appeal within the statutory timeframe, on 8 October 2020, the LCA issued
a notice of revocation of the operating licence of Vodacom Lesotho for failure to pay the penalty.
Vodacom Lesotho has launched an application in the Lesotho High Court to have both determinations
of the LCA imposing the fine and revoking its operating licence, respectively, reviewed and set aside. The
Lesotho High Court has, in the meantime, issued an order interdicting the LCA from, inter alia, enforcing
the payment of the said fine and revoking Vodacom Lesotho’s operating licence. The Lesotho High Court
heard the matter in December 2020, and Vodacom Lesotho is awaiting judgement.

13. 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:

13.1 Dividend declared after the reporting date and not recognised as a liability
A final dividend of R7 527 million (410 cents per ordinary share) for the period ended 31 March 2021,
was declared on 17 May 2021, payable on 28 June 2021 to shareholders recorded in the register at the
close of business on 25 June 2021. The net dividend after taking into account dividend withholding tax for
those shareholders not exempt from dividend withholding tax is 328.00000 cents per share.

34
13. Events after the reporting period continued
13.2 Participation by the Group in a consortium bidding for a mobile
telecommunications licence in the Federal Democratic Republic of Ethiopia
The Government of the Federal Democratic Republic of Ethiopia, through the Ethiopian Communications
Authority (ECA), issued a final request for proposals on 5 March 2021 for the award of two full service
mobile telecommunication licences in Ethiopia. On 26 April 2021, the Group participated as a
minority in a consortium (effective interest of 6.2%), controlled by Safaricom Plc, bidding for a mobile
telecommunication licence in the Federal Democratic Republic of Ethiopia. The ECA has indicated that
successful bidders will be announced within thirty days (subject to timing subsequently advised by the
ECA). As part of and in relation to the bid submission, the consortium issued guarantees in favour of
the ECA.

14. Fair value


The carrying amounts of financial assets at amortised cost, trade receivables, bank and cash balances,
bank overdraft and trade and other payables approximate their fair value due to short-term maturity.
The aggregate fair value, if determinable, of interest bearing borrowings, excluding leases, with a carrying
amount of R36 934 million (2020: R33 608 million) amounts to R37 444 million (2020: R34 312 million).
Fair value is based on level two of the fair value hierarchy2. Estimated interest for fixed interest rate
financial liabilities is calculated with reference to the applicable zero coupon yield curves at the reporting
date, as published by Bloomberg. Where the fair value could be determined by using the discounted
cash flow method, with a discount rate based on market-related interest rates, the discount rate varied
between 5.25% and 6.33% (2020: 7.7% and 9.0%) for rand-denominated borrowings.

14.1 Fair value hierarchy


The table below sets out the valuation basis of financial instruments measured at fair value:

2021 2020
Rm Reviewed Audited

Level one1
Financial assets at fair value through profit or loss
Unit trust investments 341 320
Level two2
Financial assets at fair value through other comprehensive income
Finance receivables3 4 706 4 084
Financial assets and liabilities at fair value through profit or loss
Derivative financial assets4 122 658
Derivative financial liabilities4 (205) (335)
4 964 4 727

1. Level one classification is used when the valuation is determined using quoted prices in an active market.
2. Level two classification is used when valuation inputs used to determine fair value are observable for the asset/(liability), either
directly as prices or indirectly when derived from prices.
3. The Group provides financing to customers to acquire devices at an additional contractual charge which is included in finance
receivables. The business model under IFRS 9 for finance receivables has been determined to be "hold to collect and sell".
Finance receivables are valued using a market approach, with cash flows discounted at the 24 month weighted average credit
risk adjusted risk free rate at which finance receivables are sold across multiple financial institutions.
4. The fair value of foreign exchange forward contracts and firm commitment assets and liabilities are determined with
reference to quoted market prices for similar instruments, being the mid forward rates and spot rates, respectively, as at the
reporting date.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 35
Supplementary information

Operating results for the year ended 31 March 2021


% % % %
South change Inter- change Corporate/ change change
Rm Africa 20/21 national 20/21 Eliminations Group 20/21 Safaricom1 20/21

Mobile contract revenue 20 829 5.0 1 469 9.3 (6) 22 292 5.3 3 420 (2.6)
Mobile prepaid revenue 25 359 8.5 18 009 3.9 (2) 43 366 6.6 30 153 3.2
Customer service
revenue 46 188 6.9 19 478 4.3 (8) 65 658 6.1 33 573 2.5
Mobile interconnect 1 742 (8.0) 1 330 0.2 (544) 2 528 (1.9) 1 426 16.2
Fixed service revenue 3 556 11.5 1 233 (27.9) (390) 4 399 (0.6) 1 429 10.3
Other service revenue 4 919 11.4 105 15.4 (35) 4 989 11.6 1 172 11.0
Service revenue 56 405 7.0 22 146 1.6 (977) 77 574 5.8 37 600 3.5
Equipment revenue 14 756 8.0 297 (29.1) (21) 15 032 6.9 1 527 22.5
Non-service revenue 5 576 73.0 303 10.6 (183) 5 696 70.9 500 29.9
Revenue 76 737 10.3 22 746 1.1 (1 181) 98 302 8.3 39 627 4.4
Direct expenses (32 191) 16.7 (6 166) (4.7) 1 010 (37 347) 13.6 (12 593) 13.2
Staff expenses (4 639) 12.1 (1 778) (0.7) (573) (6 990) 8.9 (2 366) 13.1
Publicity expenses (1 120) (11.5) (591) (5.3) (7) (1 718) (9.9) (594) (27.4)
Other operating
expenses (7 999) 5.3 (5 495) 11.3 521 (12 973) 7.9 (3 938) (0.6)
Depreciation and
amortisation (10 274) 10.2 (4 835) 4.6 (8) (15 117) 8.3 (8 182) 7.1
Impairment charges – – (6) – – (6) – – n/a
Net profit from associate
and joint ventures 1 – (42) – 3 542 3 501 (15.6) (68) (112.6)
Operating profit 20 515 4.2 3 833 (16.3) 3 304 27 652 (0.2) 11 886 (7.5)
EBITDA 30 745 5.7 8 784 1.2 (230) 39 299 4.5 20 125 0.9
EBITDA margin (%) 40.1 (1.7ppt) 38.6 – 40.0 (1.4ppt) 50.8 (1.8ppt)
Included in service
revenue:
Financial services
revenue 2 372 18.9 4 513 13.0 – 6 885 15.0 12 391 1.7

Note:
1. The Group’s effective interest of 34.94% in Safaricom Plc (Safaricom) is accounted for as an investment in associate. Results represent 100% of Safaricom
and is for information purposes only.

36
Operating results for the year ended 31 March 2020
Inter- Corporate/
Rm South Africa national Eliminations Group Safaricom1

Mobile contract revenue 19 841 1 344 (6) 21 179 3 510


Mobile prepaid revenue 23 372 17 327 – 40 699 29 230
Customer service revenue 43 213 18 671 (6) 61 878 32 740
Mobile interconnect 1 893 1 328 (644) 2 577 1 227
Fixed service revenue 3 189 1 709 (471) 4 427 1 296
Other service revenue 4 417 91 (36) 4 472 1 056
Service revenue 52 712 21 799 (1 157) 73 354 36 319
Equipment revenue 13 657 419 (17) 14 059 1 247
Non-service revenue 3 224 274 (165) 3 333 385
Revenue 69 593 22 492 (1 339) 90 746 37 951
Direct expenses (27 587) (6 467) 1 177 (32 877) (11 123)
Staff expenses (4 140) (1 791) (490) (6 421) (2 092)
Publicity expenses (1 265) (624) (18) (1 907) (818)
Other operating expenses (7 597) (4 936) 509 (12 024) (3 960)
Depreciation and amortisation (9 322) (4 624) (9) (13 955) (7 640)
Impairment charges – – – – –
Net profit from associate and
joint ventures 2 532 3 615 4 149 538
Operating profit 19 684 4 582 3 445 27 711 12 856
EBITDA 29 094 8 679 (163) 37 610 19 950
EBITDA margin (%) 41.8 38.6 – 41.4 52.6
Included in service revenue:
Financial services revenue 1 995 3 993 – 5 988 12 185

Note:
1. The Group’s effective interest of 34.94% in Safaricom Plc (Safaricom) is accounted for as an investment in associate. Results represent 100% of
Safaricom and is for information purposes only.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 37
Supplementary information continued

South Africa key indicators


Year ended 31 March % change
2021 2020 20/21

Customers1 (thousand) 44 061 41 312 6.7


Prepaid 37 847 35 231 7.4
Contract 6 214 6 081 2.2
Data customers2 (thousand) 21 703 21 891 (0.9)
Internet of Things connections3 (thousand) 5 625 5 289 6.4
Traffic4 (millions of minutes) 68 455 64 070 6.8
Outgoing 57 586 53 875 6.9
Incoming 10 869 10 195 6.6
MOU per month5 136 122 11.5
Prepaid 126 112 12.5
Contract 195 189 3.2
Total ARPU6 (rand per month) 95 86 10.5
Prepaid 61 54 13.0
Contract 296 290 2.1
Messaging (million) 7 755 8 885 (12.7)
Number of employees 5 493 5 403 1.7
Notes:
1. Customers are based on the total number of mobile customers using any service during the last three months. This includes customers
paying a monthly fee that entitles them to use the service even if they do not actually use the service and those customers who are active
whilst roaming.
2. Data customers are based on the number of unique users generating billable data traffic during the month. Also included are users on
integrated tariff plans, or who have access to corporate APNs, and users who have been allocated a revenue generating data bundle during the
month. A user is defined as being active if they are paying a contractual monthly fee for this service or have used the service during the
reported month.
3. Internet of Things (IoT) connections, is the remote wireless interchange between two or more predefined devices or a central station without
direct relationship with an end customer, in order to support a specific business process or product.
4. Traffic comprises total traffic registered on Vodacom’s mobile network including bundled minutes; promotional minutes and outgoing
international roaming calls but excluding national roaming calls, incoming international roaming calls and calls to free services.
5. Minutes of use (MOU) per month is calculated by dividing the average monthly minutes (traffic) during the period by the average monthly
customers during the period.
6. Total ARPU is calculated by dividing the sum of the customer and incoming revenue for the period by the average monthly active customers
during the period. Prepaid and contract ARPU only include the revenue generated from Vodacom mobile customers.

38
International key indicators
Year ended 31 March % change
2021 2020 20/21

Customers1 (thousand) 39 751 38 595 3.0


Tanzania 14 861 15 513 (4.2)
DRC 15 180 13 766 10.3
Mozambique 7 979 7 656 4.2
Lesotho 1 731 1 660 4.3
Data customers2 (thousand) 20 644 19 983 3.3
Tanzania 7 695 7 687 0.1
DRC 7 056 6 594 7.0
Mozambique 5 045 4 855 3.9
Lesotho 848 847 0.1
30-day active M-Pesa customers3 (thousand) 16 148 14 738 9.6
Tanzania 7 395 6 685 10.6
DRC 3 029 2 864 5.8
Mozambique 4 873 4 389 11.0
Lesotho 851 800 6.4
MOU per month4
Tanzania4 194 155 25.2
DRC 33 34 (2.9)
Mozambique 135 132 2.3
Lesotho 70 80 (12.5)
Total ARPU5 (rand per month)
Tanzania 37 36 2.8
DRC 45 46 (2.2)
Mozambique 57 59 (3.4)
Lesotho 59 69 (14.5)
Total ARPU5 (local currency per month)
Tanzania (TZS) 5 259 5 616 (6.4)
DRC (US$) 2.8 3.1 (9.7)
Mozambique (MZN) 250 252 (0.8)
Number of employees 2 149 2 054 4.6
Notes:
1. Customers are based on the total number of mobile customers using any service during the last three months. This includes customers
paying a monthly fee that entitles them to use the service even if they do not actually use the service and those customers who are active
whilst roaming.
2. Data customers are based on the number of unique users generating billable data traffic during the month. Also included are users on
integrated tariff plans, or who have access to corporate APNs, and users who have been allocated a revenue generating data bundle during the
month. A user is defined as being active if they are paying a contractual monthly fee for this service or have used the service during the
reported month.
3. M-Pesa customers are based on the number of unique customers who have generated revenue related to M-Pesa during the last month.
4. Minutes of use (MOU) per month is calculated by dividing the average monthly minutes (traffic) during the period by the average monthly
customers during the period. Tanzania’s FY20 MOU has been restated to align with Group reporting policies.
5. Total ARPU is calculated by dividing the sum of the customer and incoming revenue for the period by the average monthly active customers
during the period.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 39
Supplementary information continued

Safaricom key indicators


Year ended 31 March % change
2021 2020 20/21

Customers1 (thousand) 39 902 35 607 12.1


Data customers2 (thousand) 20 044 19 622 2.2
M-Pesa customers3 (thousand) 28 307 24 910 13.6
ARPU4 (local currency per month) 551.3 614.6 (10.3)

International financial review per country


Year ended 31 March % change
2021 2020 20/21

Revenue (local currency)


Tanzania (TZSm) 974 391 1 032 667 (5.6)
DRC (US$000) 509 156 511 523 (0.5)
Mozambique (MZNm) 25 462 24 601 3.5
Lesotho (LSLm) 1 209 1 377 (12.2)
EBITDA (local currency)
Tanzania (TZSm) 316 341 359 690 (12.1)
DRC (US$000) 197 926 194 369 1.8
Mozambique (MZNm) 12 410 11 504 7.9
Lesotho (LSLm) 517 619 (16.5)
Notes:
1 A customer is defined as a Subscriber Identity Module (SIM), or in territories where SIMs do not exist, a unique mobile telephone number
which has access to the network for any purpose (including data only usage) except telemetric applications.
2 Data customers are based on the number of unique users generating billable data traffic during the month. Also included are users on
integrated tariff plans, or who have access to corporate APNs, and users who have been allocated a revenue generating data bundle during
the month. A user is defined as being active if they are paying a contractual monthly fee for this service or have used the service during the
month reported.
3 Number of unique customers who have generated revenue related to M-Pesa in the past 30 days.
4 ARPU is calculated by dividing the average total service revenue by the average monthly customers during the period.

40
Historical financial review
Revenue for the quarter ended
31 March 31 December 30 September 30 June 31 March 31 December 30 September
Rm 2021 2020 2020 2020 2020 2019 2019

South Africa 20 294 19 729 19 459 17 255 17 493 18 183 17 358


International 5 315 5 685 5 952 5 794 5 558 5 789 5 869
Corporate and
eliminations (285) (280) (297) (319) (320) (346) (365)
Group revenue 25 324 25 134 25 114 22 730 22 731 23 626 22 862

Revenue YoY % change for the quarter ended


Reported Normalised*
31 March 31 December 30 September 30 June 31 March
% 2021 2020 2020 2020 2021

South Africa 16.0 8.5 12.1 4.2 16.0


International (4.4) (1.8) 1.4 9.8 4.0
Corporate and
eliminations (10.9) (19.1) (18.6) (3.6) (10.9)
Group service
revenue 11.4 6.4 9.9 5.6 13.7

Service revenue for the quarter ended


31 March 31 December 30 September 30 June 31 March 31 December 30 September
Rm 2021 2020 2020 2020 2020 2019 2019

South Africa 14 481 14 306 14 240 13 378 13 348 13 567 13 220


International 5 194 5 543 5 751 5 658 5 397 5 622 5 668
Corporate and
eliminations (243) (222) (237) (275) (293) (290) (318)
Group service
revenue 19 432 19 627 19 754 18 761 18 452 18 899 18 570

Service revenue YoY % change for the quarter ended


Reported Normalised*
31 March 31 December 30 September 30 June 31 March
% 2021 2020 2020 2020 2021

South Africa 8.5 5.4 7.7 6.4 8.5


International (3.8) (1.4) 1.5 10.7 4.3
Corporate and
eliminations (17.1) (23.4) (25.5) (7.4) (17.1)
Group service
revenue 5.3 3.9 6.4 7.6 7.8

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 41
Supplementary information continued

Exchange rates
Average YTD Closing YTD
31 March % change 31 March % change

2021 2020 20/21 2021 2020 20/21

US$/ZAR 16.36 14.79 10.6 14.77 17.86 (17.3)


ZAR/MZN 4.43 4.27 3.7 4.58 3.78 21.2
ZAR/TZS 142.57 155.93 (8.6) 157.05 129.62 21.2
EUR/ZAR 19.04 16.42 16.0 17.35 19.60 (11.5)
ZAR/KES 6.67 6.93 (3.8) 7.41 5.88 26.0

Average QTD Closing QTD


31 March 31 December 30 September 30 June 31 March 31 December 30 September 30 June
2021 2020 2020 2020 2021 2020 2020 2020

US$/ZAR 14.95 15.61 16.92 17.94 14.77 14.69 16.68 17.38


ZAR/MZN 4.96 4.72 4.20 3.82 4.58 5.08 4.34 4.04
ZAR/TZS 155.10 148.80 137.24 129.14 157.05 157.88 139.09 133.41
EUR/ZAR 18.03 18.60 19.78 19.75 17.35 17.97 19.56 19.51
ZAR/KES 7.34 7.02 6.39 5.95 7.41 7.43 6.50 6.13

42
Historical key indicators
South Africa for the quarter ended
31 March 31 December 30 September 30 June 31 March 31 December 30 September
2021 2020 2020 2020 2020 2019 2019

Customers1
(thousand) 44 061 44 312 42 862 39 433 41 312 44 341 43 857
Prepaid 37 847 38 136 36 715 33 340 35 231 38 279 37 830
Contract 6 214 6 176 6 147 6 093 6 081 6 062 6 027
Data customers2
(thousand) 21 703 22 483 22 300 21 226 21 891 22 878 21 420
Internet of Things
connections3
(thousand) 5 625 5 559 5 459 5 422 5 289 4 678 4 574
Traffic4 (millions
of minutes) 16 868 17 448 17 709 16 428 15 823 16 288 16 324
Outgoing 14 159 14 640 14 835 13 951 13 172 13 664 13 784
Incoming 2 709 2 808 2 874 2 477 2 651 2 564 2 540
MOU per month5 128 133 143 142 123 122 124
Prepaid 116 122 133 133 113 113 113
Contract 197 195 199 190 188 180 194
Total ARPU6
(rand per month) 92 92 98 99 88 87 85
Prepaid 57 59 64 64 55 54 53
Contract 306 293 296 288 286 295 291
Notes:
1. Customers are based on the total number of mobile customers using any service during the last three months. This includes customers
paying a monthly fee that entitles them to use the service even if they do not actually use the service and those customers who are active
whilst roaming.
2. Data customers are based on the number of unique users generating billable data traffic during the month. Also included are users on
integrated tariff plans, or who have access to corporate APNs, and users who have been allocated a revenue generating data bundle during the
month. A user is defined as being active if they are paying a contractual monthly fee for this service or have used the service during the
reported month.
3. Internet of Things (IoT) connections is the remote wireless interchange between two or more predefined devices or a central station without
direct relationship with an end customer, in order to support a specific business process or product.
4. Traffic comprises total traffic registered on Vodacom’s mobile network including bundled minutes; promotional minutes and outgoing
international roaming calls but excluding national roaming calls, incoming international roaming calls and calls to free services.
5. Minutes of use (MOU) per month is calculated by dividing the average monthly minutes (traffic) during the period by the average monthly
customers during the period.
6. Total ARPU is calculated by dividing the sum of the customer and incoming revenue for the period by the average monthly active customers
during the period. Prepaid and contract ARPU only include the revenue generated from Vodacom mobile customers.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 43
Supplementary information continued

Historical key indicators


International for the quarter ended
31 March 31 December 30 September 30 June 31 March 31 December 30 September
2021 2020 2020 2020 2020 2019 2019

Customers1
(thousand) 39 751 39 415 38 600 37 676 38 595 38 241 36 587
Tanzania 14 861 15 171 14 958 14 743 15 513 15 597 14 755
DRC 15 180 14 818 14 470 13 909 13 766 13 402 12 995
Mozambique 7 979 7 744 7 677 7 556 7 656 7 522 7 279
Lesotho 1 731 1 682 1 495 1 468 1 660 1 720 1 558
Data customers2
(thousand) 20 644 20 744 20 442 19 955 19 983 20 593 19 678
Tanzania 7 695 7 881 7 742 7 714 7 687 8 369 8 166
DRC 7 056 6 850 6 912 6 531 6 594 6 330 6 071
Mozambique 5 045 5 068 4 948 4 884 4 855 4 984 4 656
Lesotho 848 945 840 826 847 910 785
MOU per month3
Tanzania3 201 198 198 181 148 153 165
DRC 32 33 34 32 34 36 34
Mozambique 135 143 135 129 128 141 133
Lesotho 64 79 72 67 73 84 85
30-day active
M-Pesa
customers4
(thousand) 16 148 15 988 15 562 14 686 14 738 14 847 14 297
Tanzania 7 395 7 447 7 449 7 124 6 685 7 477 7 197
DRC 3 029 2 963 2 781 2 504 2 864 2 316 2 228
Mozambique 4 873 4 805 4 670 4 465 4 389 4 305 4 217
Lesotho 851 773 662 593 800 749 655
Total ARPU5
(rand per month)
Tanzania 33 37 40 39 32 37 39
DRC 42 44 48 47 46 46 48
Mozambique 52 57 58 60 58 61 62
Lesotho 53 63 63 57 62 70 71
Total ARPU5
(local currency
per month)
Tanzania (TZS) 5 152 5 467 5 437 4 978 4 755 5 826 6 050
DRC (US$) 2.8 2.8 2.8 2.6 3.0 3.1 3.3
Mozambique (MZN) 257 271 245 228 245 260 261
Notes:
1. Customers are based on the total number of mobile customers using any service during the last three months. This includes customers
paying a monthly fee that entitles them to use the service even if they do not actually use the service and those customers who are active
whilst roaming.
2. Data customers are based on the number of unique users generating billable data traffic during the month. Also included are users on
integrated tariff plans, or who have access to corporate APNs, and users who have been allocated a revenue generating data bundle during the
month. A user is defined as being active if they are paying a contractual monthly fee for this service or have used the service during the
reported month.
3. Minutes of use (MOU) per month is calculated by dividing the average monthly minutes (traffic) during the period by the average monthly
customers during the period. Tanzania’s historical MOU has been restated to align with Group reporting policies.
4. M-Pesa customers are based on the number of unique customers who have generated revenue related to M-Pesa during the last month.
5. Total ARPU is calculated by dividing the sum of the customer and incoming revenue for the period by the average monthly active customers
during the period.

44
Pro-forma financial information
The presentation of the pro-forma financial information and related reconciliations as detailed below on
pages 46 – 51, is the responsibility of the directors of Vodacom Group Limited.
• ‘Normalised’ results have been presented to assist the user in understanding the underlying growth trends and
adjusts for:
–– the impact of trading foreign exchanges;
–– the impact of foreign currency translation on a constant currency basis; and
–– the merger, acquisition and disposal activities during the current year and on a constant currency basis in the
prior year.
• ‘Operating free cash flow’ and ‘free cash flow’ has been presented to provide users with relevant information and
measures used by the Group to assess performance.
Collectively, the ‘pro-forma financial information’.
The pro-forma financial information has been prepared for illustrative purposes only and may not fairly present the
financial position, changes in equity, and results of operations or cash flows of Vodacom Group Limited. The
pro-forma financial information is presented in accordance with the JSE Listings Requirements, the SAICA Guide on
Pro-Forma Financial. This pro-forma financial information for the year ended 31 March 2021 as presented in Table A
as well as the constant currency information, along with the respective notes, has been reported on by the Group’s
auditors, being Ernst & Young Inc., and these independent reporting accountant’s reports are available for inspection
at the Group’s registered offices.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 45
Supplementary information continued

Table A: Reconciliation of normalised values for the year ended 31 March 2021
Foreign exchange
Mergers,
Reported Trading Translation acquisitions
Rm results1 FX2 FX3 and disposals4 Normalised*

Revenue
Group 98 302 – – (33) 98 269
International 22 746 – – (33) 22 713
South Africa 76 737 – – – 76 737
Service revenue
Group 77 574 – – (33) 77 541
International 22 146 – – (33) 22 113
South Africa 56 405 – – – 56 405
M-Pesa revenue
International 4 513 – – – 4 513
Total expenses
Group 59 028 (61) – 3 58 970
International 14 030 (81) – 3 13 952
South Africa 45 949 4 – – 45 953
EBITDA
Group 39 299 61 – – 39 360
International 8 784 81 – – 8 865
South Africa 30 745 (4) – – 30 741
Net profit from associate
and joint ventures
Group 3 501 37 – 59 3 597
Safaricom 3 542 37 – 18 3 597
Operating profit
Group 27 652 98 – 62 27 812
International 3 833 81 – 45 3 959
South Africa 20 515 (4) – – 20 511

46
Table B: Reconciliation of normalised values for the year ended 31 March 2020
Foreign exchange
Mergers,
Reported Trading Translation acquisitions
Rm results1 FX2 FX3 and disposals4 Normalised*

Revenue
Group 90 746 – 1 371 (591) 91 526
International 22 492 – 1 372 (591) 23 273
South Africa 69 593 – (1) – 69 592
Service revenue
Group 73 354 – 1 320 (581) 74 093
International 21 799 – 1 321 (581) 22 539
South Africa 52 712 – (1) – 52 711
M-Pesa revenue
International 3 993 – 272 – 4 265
Total expenses
Group 53 229 (27) 910 (439) 53 673
International 13 818 (11) 909 (439) 14 277
South Africa 40 589 (14) (1) – 40 574
EBITDA
Group 37 610 27 457 (89) 38 005
International 8 679 11 460 (89) 9 061
South Africa 29 094 14 (3) – 29 105
Net profit from associate
and joint ventures
Group 4 149 (9) 67 (745) 3 462
Safaricom 3 615 (9) 115 (212) 3 509
Operating profit
Group 27 711 18 210 (732) 27 207
International 4 582 11 96 (520) 4 169
South Africa 19 684 14 (1) – 19 697

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 47
Supplementary information continued

Table C: Reconciliation of normalised growth for the year ended 31 March 2021
The reconciliation below presents the normalised growth which has been adjusted for trading foreign exchange gains
and losses as well as foreign exchange translations, mergers, acquisitions and disposals where applicable, all at a
constant currency rate to show a like-for-like comparison of results.
Foreign exchange
Mergers,
acquisitions
Trading Translation and disposals Normalised*
% % change1 FX2 ppts FX3 ppts ppts4 % change

Revenue
Group 8.3 – (1.6) 0.7 7.4
International 1.1 – (5.9) 2.4 (2.4)
South Africa 10.3 – – – 10.3
Service revenue
Group 5.8 – (1.9) 0.8 4.7
International 1.6 – (6.0) 2.5 (1.9)
South Africa 7.0 – – – 7.0
M-Pesa revenue
International 13.0 – (7.2) – 5.8
Total expenses
Group 10.9 (0.1) (1.8) 0.9 9.9
International 1.5 (0.5) (6.4) 3.1 (2.3)
South Africa 13.2 0.1 – – 13.3
EBITDA
Group 4.5 0.1 (1.2) 0.2 3.6
International 1.2 0.8 (5.2) 1.0 (2.2)
South Africa 5.7 (0.1) – – 5.6
Net profit from associate
and joint ventures
Group (15.6) 1.2 (1.7) 20.0 3.9
Safaricom (2.0) 1.3 (3.2) 6.4 2.5
Operating profit
Group (0.2) 0.3 (0.8) 2.9 2.2
International (16.3) 1.5 (2.0) 11.8 (5.0)
South Africa 4.2 (0.1) – – 4.1

48
Table D: Reconciliation of normalised growth for the quarter ended
Mergers,
31 March 2021 Translation acquisitions
Rm Reported1 FX3 and disposals4 Normalised*

Revenue
Group 25 324 – – 25 324
International 5 315 – – 5 315
Service revenue
Group 19 432 – – 19 432
International 5 194 – – 5 194

Mergers,
31 March 2020 Translation acquisitions
Rm Reported1 FX3 and disposals4 Normalised*

Revenue
Group 22 731 (358) (92) 22 281
International 5 558 (358) (92) 5 108
Service revenue
Group 18 452 (329) (90) 18 033
International 5 397 (329) (90) 4 978

Mergers,
acquisitions
31 March 2021 Translation and disposals4 Normalised*
% Reported1 FX3 ppts ppts % change

Revenue
Group 11.4 1.8 0.5 13.7
International (4.4) 6.7 1.7 4.0
Service revenue
Group 5.3 2.0 0.5 7.8
International (3.8) 6.4 1.7 4.3

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 49
Supplementary information continued

Notes:
1. The financial information relating to revenue, service revenue, total expenses, EBITDA, operating profit and net profit from associate and
joint ventures re extracted without adjustment from the preliminary condensed consolidated financial statements for the year ended
31 March 2021.
2. Trading foreign exchange adjustments (FX) are foreign exchange gains/losses on foreign denominated monetary assets and liabilities resulting
from trading activities of entities within the Group, which is included with other operating expenses as per the preliminary condensed
consolidated income statement.
3. The Group’s presentation currency is the South African rand. Our International operations utilise a number of functional currencies, for
example the United States dollar, Tanzanian shilling, and Mozambican metical. Translation foreign exchange (FX) arises from the translation
of the results, at average rates, of subsidiaries’ functional currencies to Vodacom’s presentation currency, being rand. For year-end purposes,
IFRS monthly results are translated at the prevailing average monthly exchange rate and the translated value is accumulated for the twelve-
month period. For the pro-forma financial information for the year ended 31 March 2020, these exchange variances are eliminated by applying
the average rate for the year ended 31 March 2021 (which is derived by dividing the individual subsidiary’s translated rand value with the
functional currency for the period as applicable to each specified line item) to the 31 March 2020 numbers, thereby giving a user a view of the
performance which excludes exchange variances. The effective translation rates for pro-forma financial information is similar to those used for
IFRS purposes. The prevailing exchange rates for the current and comparative periods are disclosed on page 42.
4. Mergers, acquisitions and disposals, as per page 46 and 47 relates certain subsidiaries with Vodacom Business Africa group being disposed
during the year ended 31 March 2020 and the year ended 31 March 2021, realising a net loss of R70 million (FY20: R819 million). Refer to
note 4.4 in the preliminary condensed consolidated financial statements for the year ended 31 March 2021. The year ended 31 March 2020
has been adjusted to reflect at constant currency as detailed in note 3.
5. The percentage change relates to the year-on-year percentage growth calculated as the percentage change between the year-to-date
31 March 2021 and year-to-date ended 31 March 2020.
6. The percentage change relates to the quarter to date year-on-year percentage growth calculated as the percentage change between the
quarter-to-date 31 March 2021 and the quarter-to-date 31 March 2020 values.

* Normalised growth presents performance on a comparable basis. This adjusts for trading foreign exchange, foreign currency fluctuation on a
constant currency basis (using the current year as base) and excludes the impact of merger, acquisition and disposal activities, at a constant
currency basis where applicable, to show a like-for-like comparison of results.

50
Table E: Reconciliation of operating free cash flow and free cash flow
Year ended 31 March
Rm 2021 2020

Cash generated from operations1 40 789 39 251


Cash capital expenditure2 (13 325) (12 943)
Lease liability payments3 (4 266) (4 046)
Movement in amounts due to M-Pesa account holders4 (1 168) (480)
Operating free cash flow 22 030 21 782
Tax paid1 (7 428) (6 417)
Dividends received from associate1 3 576 4 394
Finance income received1 723 763
Finance costs paid5 (2 609) (3 506)
Net dividends received from associate and paid non-controlling shareholders1 (1 318) (732)
Free cash flow 14 974 16 284

The reconciliation presents the reconciliation of cash generated from operators to free cash flow. Free cash flow
excludes the movement in amounts due to M-Pesa account holders and held on their behalf. Management excludes
these balances to present a view of the true commercial cash conversion in the operation.
Notes:
1. Extracted without adjustment from the preliminary condensed consolidated statement of cash flows for the year ended 31 March 2021.
2. Cash capital expenditure as per the preliminary condensed consolidated statement of cash flows, excluding net capital expenditure of licence
and spectrum fee of R67 million (FY20: R861 million) and acquisition of customer base of R0 million (FY20: R18 million).
3. Lease liability payments includes interest on lease liabilities of R1 336 million (FY20: R1 304 million).
4. Movements included in cash generated from operations relate to money held on behalf of M-Pesa customers, which is not available for use by
the Group.
5. This represents the finance costs paid of R3 945 million (FY20: R4 810 million), as extracted from the preliminary condensed consolidated
statement of cash flows for the year ended 31 March 2021, net of Interest on lease liabilities of R1 336 million (FY20: R1 304 million).

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 51
Supplementary information continued

Additional financial and operational measures


This announcement contains certain financial (i.e. Vodacom Business service revenue and EBITDA) and operational
(i.e. customers, ARPUs and number of employees) measures which are presented in addition to the financial
information disclosed in the preliminary condensed consolidated financial statements for the year ended
31 March 2021 which have been prepared in terms of IFRS. 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 preliminary condensed consolidated
financial statements for the year ended 31 March 2021. The financial measures have been extracted from the
management accounts upon which the preliminary condensed consolidated financial statements for the year ended
31 March 2021 are based. Refer to pages 13 for details relating to capital expenditure and the supplementary
information on pages 46 to 51 for a reconciliation thereof to the reported results included in this announcement.

Trademarks
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.

52
Forward-looking statements
This announcement which sets out the annual results for Vodacom Group Limited for the year ended 31 March 2021
contains ‘forward-looking statements’, which have not been reviewed or reported on by the Group’s auditors, 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, but are not limited to, statements with respect to:
expectations regarding the Group’s financial condition or results of operations including the confirmation of the
Group’s targets, expectations for the Group’s future performance generally; expectations regarding the operating
environment and market conditions and trends; intentions and expectations regarding the development, launch and
expansion of products, services and technologies; growth in customers and usage; expectations regarding spectrum
licence acquisitions; expectations regarding adjusted EBITDA, capital additions, free cash flow, and foreign exchange
rate movements; and expectations regarding the integration or performance of current and future investments,
associates, joint ventures, non-controlled interests and newly acquired businesses.
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’ (including in
their negative form). 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 may or may not occur in the
future. There are several factors that could cause actual results and developments to differ materially from those
expressed or implied by these forward-looking statements. These factors include, but are not limited to, the
following: changes in economic or political conditions in markets served by operations of the Group; greater than
anticipated competitive activity; higher than expected costs or capital expenditures; slower than expected customer
growth and reduced customer retention; changes in the spending patterns of new and existing customers; the
Group’s ability to expand its spectrum position or renew or obtain necessary licences; the Group’s ability to achieve
cost savings; the Group’s ability to execute its strategy in fibre deployment, network expansion, new product and
service roll-outs, mobile data, Vodacom Business and broadband; changes in foreign exchange rates, as well as
changes in interest rates; the Group’s ability to realise benefits from entering into partnerships or joint ventures and
entering into service franchising and brand licensing; unfavourable consequences to the Group of making and
integrating acquisitions or disposals; changes to the regulatory framework in which the Group operates; the impact
of legal or other proceedings; loss of suppliers or disruption of supply chains; developments in the Group’s financial
condition, earnings and distributable funds and other factors that the Board takes into account when determining
levels of dividends; the Group’s ability to satisfy working capital and other requirements; changes in statutory tax
rates or profit mix; and/or changes in tax legislation or final resolution of open tax or non-tax legal issues.
All subsequent written or oral forward-looking statements attributable to the Company, to any member of the
Group or to any persons acting on their behalf are expressly qualified in their entirety by the factors referred to
above. No assurances can be given that the forward-looking statements in this document will be realised. Subject
to compliance with applicable law and regulations, Vodacom does not intend to update these forward-looking
statements and does not undertake any obligation to do so.

Vodacom Group Limited


Preliminary results for the year ended 31 March 2021 53
Corporate information

Vodacom Group Limited Transfer Secretary


(Incorporated in the Republic of South Africa) Computershare Investor Services (Proprietary) Limited
Registration number: 1993/005461/06 (Registration number 2004/003647/07)
(ISIN: ZAE000132577 Share Code: VOD) Rosebank Towers
(ISIN: US92858D2009 ADR code: VDMCY) 15 Biermann Avenue
(Vodacom) Rosebank 2196
South Africa
Directors (PO Box 61051, Marshalltown 2107, South Africa)

SJ Macozoma (Chairman), MS Aziz Joosub (CEO),


RK Morathi (CFO), DH Brown, P Klotz1,
Sponsor
P Mahanyele-Dabengwa (Alternate NC Nqweni), UBS South Africa (Pty) Limited
AM O’Leary2, JWL Otty3, KL Shuenyane, S Sood4,
CB Thomson, LS Wood3 (Alternate F Bianco5) ADR Depository Bank
1. Swedish 2. Irish 3. British 4. Indian 5. Italian
Deutsche Bank Trust Company Americas

Registered Office Company Secretary


Vodacom Corporate Park, SF Linford
082 Vodacom Boulevard,
Midrand 1685 Investor Relations
(Private Bag X9904, Sandton 2146)
JP Davids

Media Relations
B Kennedy

54
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