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Creating synergy to give business the

Telkom SA Annual Report 2009

edgeCOMPANY REGISTRATION NUMBER1991/005476/06

HEAD OFFICETelkom Towers North

152 Proes Street

Pretoria 0002

POSTAL ADDRESSTelkom SA Limited

Private Bag X881

Pretoria 0001

TELKOM SHARE REGISTER HELPLINE0861 100 948

CUSTOMER CALL CENTRE10219

COMPANY SECRETARYMmathoto Lephadi

Tel: +27 12 311 7743

[email protected]

MEDIA RELATIONSAjith Bridgraj

Tel: +27 12 311 7720

[email protected]

UNITED STATES ADR DEPOSITARYThe Bank of New York

Shareholder Relations Department

PO Box 11258

New York

NY 10286-1258

Tel: +1 888 643 4269

e-mail: [email protected]

CORPORATE COMMUNICATIONSBrenda Kali

Tel: +27 12 311 4301

[email protected]

REGULATORY AND PUBLIC POLICYAdv. Ouma Rasethaba

Tel: +27 12 311 4785

[email protected]

AUDITORSErnst & Young Inc. Wanderers Office Park

52 Corlett Drive

Illovo 2196

Private Bag X14

Northlands 2116

Tel: +27 11 772 3000

Fax: +27 11 772 4000

TRANSFER AGENTSComputershare Investor Services 2004 (Pty) Ltd

70 Marshall Street

Johannesburg, 2001

PO Box 61051

Marshalltown 2107

BUSINESS CALL CENTRE10217

INVESTOR RELATIONSNicola White

Tel: +27 12 311 5720

[email protected]

[email protected]

SPONSORSUBS Securities South Africa (Pty) Limited

64 Wierda Road East Wierda valley Sandton 2196

AdministrationTelkom SA Limited

Annual Report 2009

Telkom SA

A

nnual Report 2009

www.telkom.co.za

We

Telkom cover final 8/12/09 6:45 PM

Contents1

2

3

4

5

6

Group overviewTelkom Group structure and revenue contribution 2Telkom shareholding 3Group strategy 4Financial review summary 6Operational review summary 7Equity markets 8The Telecommuniations Industry 9The independent benchmarking of Telkom’s pricing 13

Management reviewChairman’s review 16Chief Executive Officer’s review 20Chief Financial Officer’s review 24Board of directors 28Chief officers 30Management team 31

Sustainability reviewSustainability review 36Corporate governance 42Enterprise risk management 50Black economic empowerment 58Human capital management 62Safety, health and environment 72Corporate social investment 78GRI content index 82

Performance reviewFive year operational review 86Operational review 87Three year financial review 104Financial review 105

Annual financial statementsDirectors’ responsibility statement 137Certificate from Group Company Secretary 137Report of the independent auditors 138Directors’ report 140Consolidated income statement 142Consolidated balance sheet 143Consolidated statement of changes in equity 144Consolidated cash flow statement 145Notes to the consolidated annual financial statements 146Company income statement 250Company balance sheet 251Company statement of changes in equity 252Company cash flow statement 253Notes to the Company annual financial statements 254

Shareholder informationShareholder analysis 337Definitions 339Special note regarding forward-looking statements 343Administration ibc

Telkom SA Limited

Annual Report 2009

We have the

Telkom cover final 8/12/09 6:46 PM

Telkom Annual Report 2009 1

for more information please visit ourwebsite at www.telkom.co.za

and resources to create a powerful

communications platform

one of Africa’s largest integratedcommunication service providers.

to be Africa’s preferred ICT solutions provider.

We aim...

We are...

Management review

Sustainability review

Performance review

Financial statements

CompanyFinancial

Information

Group overview

Telkom AR front.qxp 8/12/09 6:18 PM Page 1

Telkom Annual Report 20092

Telkom Group structure and revenue contribution as at March 31, 2009

Joint venture – Vodacom Group – 50%Vodacom Group (Pty) Ltd is a leading mobile communications company in South Africa, providing mobile communications services as ofMarch 31, 2009 to 39.6 million customers in South Africa, Tanzania, Lesotho, the Democratic Republic of the Congo and Mozambique.Vodacom has an estimated market share of 53% in South Africa.

Telkom concluded the sale and unbundling of its interest in Vodacom after year end.

Swiftnet – 100%Swiftnet (Pty) Ltd trades under the name FastNet Wireless Services. FastNet provides synchronous wireless access on Telkom’s X.25network, Saponet-P, to its customer base. Services include retail credit card and check point of sale terminal verification, telemetry, securityand fleet management.

Telkom’s Board of directors has decided to dispose of Swiftnet.

Telkom Media – 75%Telkom Media is the holder of a commercial satellite and cable subscription broadcasting licence, which allows it to operate both a satellitepay-TV service and an IPTV service in South Africa.

On May 4, 2009, Telkom sold its 75% interest in Telkom Media to Shenzhen Media South Africa (Pty) Ltd.

Telkom SAOur fixed-line segment is our largest business. Telkom South Africa provides fixed-line subscription and connection, traffic, interconnection,data and internet service

Trudon – 64.9%Trudon (Pty) Ltd, formerly known as TDS Directory Operations, provides Yellow and White page directory services, an electronic directoryservice, 10118 “The Talking Yellow Pages”, and an online web directory service.

Multi-Links – 100%Multi-Links Telecommunications Limited is one of Nigeria’s pioneer private telephone operators. As one of the leading providers oftelecommunications solutions in Nigeria, Multi-Links was one of the first to locally introduce the CDMA technology.

Telkom acquired the remaining 25% interest in Multi-Links on January 21, 2009, thereby increasing its ownership of Multi-Links to 100%.

Africa Online – 100%Africa Online is an internet service provider (ISP) in Africa. As one of the largest Pan-African ISP in sub-Saharan Africa, Africa Online offersa wide range of services to suit a variety of customer needs. With operations in Cote d’Ivoire, Ghana, Kenya, Namibia, Swaziland,Tanzania, Uganda, Zambia and Zimbabwe, Africa Online is positioned to provide individuals and organisations with scalable solutionsbased on each client’s specific needs.



Telkom shareholding as at March 31, 2009

GovernmentThe government of theRepublic of South Africa isthe largest shareholder inTelkom, holding 39.8% ofthe Company’s issued sharecapital. The government isthe Class A shareholder.

Black Ginger 33 (Pty) LtdBlack Ginger 33 (Pty) Ltd isa wholly owned (100%)subsidiary of the PublicInvestment Corporationholding 8.9% of theCompany’s issued sharecapital. Black Ginger 33 isthe Class B shareholder.

Public InvestmentCorporationThe Public InvestmentCorporation (PIC) is aninvestment managementcompany wholly owned bythe government. It investsfunds on behalf of publicsector entities. The PIC holds6.7% of the Company’sissued share capital.

ElephantConsortiumThe Elephant Consortium isa Black EconomicEmpowerment group, whichthrough Newshelf 772 (Pty)Ltd holds 7.2% of Telkom’sissued share capital.

Telkom TreasuryStockRossal No 65 (Pty) Ltd holds11,646,680 shares, 2.2%of the Company’s issuedshare capital which werepurchased for the TelkomConditional Share Plan.Acajou Investments (Pty) Ltdholds 8,143,556 shares,1.6% of the Company’sissued share capital.

Free floatThe free float of 33.6%makes up the remainder ofthe Company’s issued sharecapital. Included in the freefloat are 11,570,245shares held by 91,625retail shareholdersrepresenting 2.2% of theCompany’s issued sharecapital.

Management review


Performance review


CompanyFinancial

Information

Group overview



Group Strategy – The evolution of Telkom

Defend profitable revenue

• Maintain fixed-linenet revenue.

• Retain leadingfixed-line marketshare.

• Increase annuityrevenue as apercentage of totalfixed-line operatingrevenue.

• Improve competitiveness through tariffrebalancing.

• Build customer retention initiatives that enticecustomers to stay with Telkom.

• Build customer loyalty by providing superiorvalue propositions that position Telkom as theservice provider of choice.

• Convert revenue streams to annuity revenue.

Grow profitable revenue through broadband and converged services

• Increase broadbandpenetration.

• Deliver superior dataspeed and qualitythrough fixed-linenetwork.

• Increase convergedservices revenue.

• Partnerships with contentproviders.

• Improve market share ininformation technologyservices sector.

• Expand domestic datacentre operations.

• Improve innovationcapability.

• Grow organically andthrough acquisitions.

• Expand our broadband footprint.

• Increase bandwidth to offer higher bandwidthapplications.

• Provide converged information,communications and technology solutions tothe enterprise market and enable the digitalhome in the consumer market.

• Bundle content to provide added value insubscription and pay-as-you go models.

• Target the medium to large business segmentto meet their demand for end-to-end solutions.

• Satisfy customer demand for converged one-stop solutions for communications andinformation technology infrastructurerequirements.

• Develop improved value propositions throughcustomer understanding enabled by thecustomer centricity programme.

• Enhance availability to successfully partnerwith others where synergistic opportunitiesexist.



Grow profitable revenue through wireless voice and mobile data services

• Provide integratedbundled offerings.

• Combine with mobilityto enhance fixed-lineoffering.

Transform fixed-line business to incorporate keyvalue-added services, including mobileconverged voice services.

Build a cost-effective wireless voice and mobiledata network in selected areas to offer:

• Wireless access in campus environments,gated communities, security complexes andother developments.

• Mobile data services.

• Fixed and nomadic wireless voice services.

Grow profitable revenue internationally

• Increase revenueand long-termprofitability fromacquired Africansubsidiaries andinternationalservices.

Become a Pan-African integrated serviceprovider, offering:

• International communications and internetconnectivity.

• Hosting and managed data services.

• Wireless voice and mobile broadbandsolutions.

Leverage synergies across the Telkom Group togrow revenue from subsidiaries – organicallyand through acquisitions.

Introduce converged fixed and mobile servicein the Nigerian market through Multi-Links.

Management review


Performance review


CompanyFinancial

Information

Group overview



Financial review summaryContinuing operations

Operating revenueRm

Annuity revenueRm

Operating profitRm

R35,940m(R33,611m)Strong growth in data

revenues, higher revenue

from interconnection and

calling plans, partially off-

set by lower traffic. Multi-

Links delivered strong

revenue growth as a result

of subscriber growth.

R7,387m(R6,917m)Telkom continues to be

successful in tying in large

corporate customers to

term and volume discount

plans.

R6,388m(R9,069m)Excluding the Multi-Links

impairment of R1.8 billion

the South African business

performed well in the current

high inflationary environment.

Data revenueRm

R9,310m(R8,308m)Higher demand for data

services, including ADSL, an

increase in internet access

and related services and

managed data network

services.

Solid revenue growth

The 3.3% growth in fixed-line revenue to R33.7 billion contributed to the Group’s overall6.9% revenue growth to R35.9 billion.

EPS & HEPS

The decrease in both headline and basic earnings pershare reflects increasing operating expenses, once-offimpairments of Multi-Links and Africa Online andincreased finance charges and fair value movements.

0

5

10

15

20

25

30

35

40

07 08 090

1

2

3

4

5

6

7

8

07 08 09

0

1

2

3

4

5

6

7

8

9

10

07 08 09

0

1

2

3

4

5

6

7

8

9

10

07 08 09

Headline earnings per sharecents

557.0 cents(1,028.9 cents)Decrease in headline

earnings reflects decrease

in operating profit and

increased finance charges. 0

200

400

600

800

1 000

1 200

1 400

07 08 09

Operating expenditureRm

R29,895m(R25,014m)Operating expenses

increased across all

segments and were affected

by a number of once-off

items.0

5 000

10 000

15 000

20 000

25 000

30 000

07 08 09



Operational review summary

0

20

40

60

80

100

120

140

160

180

200

07 08 090

2

4

6

8

10

12

14

16

07 08 090

100

200

300

400

500

600

07 08 09

93% ADSL coverage93% of our exchanges are ADSL

enabled. They consist of 4,000

digital subscriber line access

multiplexers, serving approximately

548,015 customers, which

represents a growth of 33.0%.

57% self-install ADSLpackagesOur self-install option is very

popular and had a positive

impact on ADSL installation

times.

7.4% increase inwholesale internetleased linesThe growth in broadband

has stimulated the demand for

leased lines. Wholesale internet

leased lines increased 7.4% to

24,204 lines.

27.3% increasein calling plansubscribersThe Telkom Closer packages have

performed well, increasing by 27.6%

to 575,812 plans. Supreme call

packages, targeted at the business

segment, have increased by 14.4%

to 14,778 packages and PC

bundles have increased 48.3% to

11,336.

141 W-CDMA basestations selectivelydeployedTelkom has commenced the

deployment of a W-CDMA

wireless local loop network in

the 2100MHz band.

58% increase in DoBroadband packagesDo Broadband subscribers

increased 58.1% to 188,540.

Our current Broadband line

penetration rate is 15%.

ADSL subscribers (000) Supreme Call subscribers(000)

Do Broadband subscribers(000)

Quality, value for money products delivering stronggrowth

0

5

10

15

20

25

30

07 08 09

Managed data network sites(000)

Management review


Performance review


CompanyFinancial

Information

Group overview



Equity markets

Mar 08 Jun 08 Mar 09

80

90

100

110

120

130

140

150

160

0

2 500 000

5 000 000

7 500 000

10 000 000

12 500 000

15 000 000

17 500 000

20 000 000

Jan 09Aug 08 Nov 08 Mar 08 Jun 08 Mar 09

2025303540455055606570758085

0

50

100

150

200

250

Jan 09Aug 08 Nov 08

JSE share price vs volume traded NYSE share price vs volume traded

Shar

e pr

ice

(R)

Volu

me

Shar

e pr

ice

(USD

)

Volu

me

-15.5

-19.6

-31.2

-32.4

0

-10

-20

-30

-40

Telco index

Telkom

All share

Industrials

%

-25.2

-31.3

-32.9

-34.6

0

-10

-20

-40

-60

FTSE 250 Telcos

Telkom US$

Nasdaq

FTSE Global Telcos

-30

-50

-36.8

-38.0

-46.1

-39.7

S&P Telecoms

DJI

S&P 500

FTSE 350 Telcos (in USD)

%

JSE share price relative to SA indices NYSE share price relative to major international stockmarket indices

Market performance

JSE Limited NYSE

(ZAR per ordinary share) (USD per ADS)

year ended March 31 year ended March 31,

2008 2009 2008 2009

Closing price 131.20 105.49 65.43 44.93

Highest price 195.02 107.37 113.00 45.03

Market capitalisation (millions) 68,327 54,937 8,519 5,850

The financial year ended March 31, 2009 was characterised by extreme volatility in global stock markets and currencies as a result of

the sub-prime crisis. Despite these difficulties we managed to conclude:

• The sale of our 15% share in Vodacom to Vodafone Plc for the excellent price of R22.5 billion. In addition, the remaining 35% share in Vodacom was unbundleddirectly to shareholders. Details of the transaction can be found in the performancereview.

• As a result of this transaction Telkom was able to pay a special dividend of R19.00 pershare to its shareholders.

• In addition, Telkom declared an ordinary dividend of R1.15 and a special dividend ofR2.60 in respect of the 2009 financial year.

Telkom remains committed to returning cash to shareholders and growing shareholder value.

Share price (R) Volume Share price (US$) Volume



The telecommunications industry

Overview

Telkom is an integrated communications service provider offering

bundled voice, data, broadband and internet services with its

service offerings expanded to business and residential customers.

Competition in the South African fixed-line communications market

is intense and is increasing as a result of the Electronic

Communications Act and determinations issued by the Minister of

Communications.

The new licensing framework included in the Act has resulted in the

market becoming more horizontally layered with a large number

of separate licences being issued for electronic communications

network services, electronic communications services, broadcasting

services and radio frequency spectrum and, as a result, this will

substantially increase competition in Telkom’s fixed-line business.

In the areas where we currently face competition, and expect to

compete for public switched telecommunications services, Telkom

competes primarily on the basis of customer service, quality,

dependability and price. In addition, we intend to introduce new

products, services and tariff structures to enable us to maintain and

grow revenue.

Fixed-line voice competition

In September 2004, South Africa’s Minister of Communications

granted an additional licence to provide switched tele-

communications services to Neotel, a company that was 30%

owned by Transtel Telecoms, a division of Transnet Limited, and

Esitel, which is beneficially owned by the South African

government and other strategic equity investors, including a 26%

shareholding owned by TATA Africa Holdings (Pty) Ltd, a member

of the TATA Group, a large Indian conglomerate with information

and communications operations. On March 19, 2008, Neotel

announced that the Competition Tribunal of South Africa had

approved its acquisition of Transtel without any conditions.

Subsequently, TATA Africa Holdings (Pty) Ltd acquired the

government’s 30% equity, extending its equity in Neotel to 56%.

Neotel started providing services to large corporations and other

licensees at the start of the 2007 calendar year and on April 25,

2008, announced that the first of its consumer products were

Conclusion of Vodacom transaction gives Telkom

freedom to compete

Management review


Performance review


CompanyFinancial

Information

Group overview



The telecommunications industry (continued)

available to limited parts of Johannesburg

and Pretoria.

As a result of an amendment to the

Electronic Communications Act to enable

state investment and licensing in the sector,

the government created an infrastructure

company, Broadband Infraco (Pty) Ltd, in

2007, to provide inter-city bandwidth at

cost based prices to Neotel and, later, to

the rest of the industry, which added further

competition to Telkom’s communications

network. Broadband Infraco will also be

involved in some of the undersea cable

projects.

Licences

On October 29, 2008, the Minister of

Communications published for public

comment, a draft policy direction

which would direct ICASA to grant

Broadband Infraco individual Electronic

Communications Services (ECS) and

Electronic Communications Network

Services (ECNS) licences.

On March 13, 2009, ICASA published

an ‘invitation for a public entity to apply for

individual ECNS and individual ECS

licences for a public entity’, inviting

Broadband Infraco to submit applications

for these licences.

The process to issue additional licences to

small business operators for the purpose of

providing telecommunications services in

underserviced areas with a teledensity of less

than 5% started in 2005. To date, the

Minister of Communications has identified

27 underserviced areas and ICASA has

issued licences to seven successful bidders

with the Minister issuing invitations to apply

for licences in an additional 14 areas.

All existing USAL licences, including

Telkom’s, have been converted into ECS

and ECNS licences, and all future licences

for this category will be issued as ECS and

ECNS licences.

These licences provide the authorisation to

construct, maintain and operate an

electronic communications network and

provide ECNS and ECS. All the obligations

contained in Telkom’s public switched

telecommunications service licence,

including licence fees to be paid, minimum

services to be provided to customers and

other service obligations, will be contained

in regulations, some of which have been

promulgated and some of which are in the

process of being promulgated.

Telkom’s licence fee under the publicswitched telecommunications servicelicence amounted to 0.1% of its annualrevenue generated from the provision of thelicensed public switched telecommuni-cations services. This provision wasretained following the conversion to theECS and ECNS licences. However, interms of a regulation published on April 1,2009, Telkom’s annual licence fees forECS and ECNS were set at 1.5% of grossprofit from licensed activities, defined astotal revenue obtained from the provision oflicensed services, less total costs directlyincurred in the provision of such services.As a result, there may be a materialincrease in Telkom’s annual licence fee.

On March 25, 2009, the telecommuni-

cations industry put forward proposals to

ICASA regarding a Service Charter

All existing licences have been

converted

Telkom is in the process of challenging the proposednew licence fee regulation



regulation that stipulated standard levels of service. The standards

stipulated in the regulation are extremely demanding and, the

communications industry has made representation to ICASA. On

July 24, 2009, ICASA has repeated the previous Service Charter

regulation and published a new regulation that implements many

of the recommendations made by the industry.

Other licences

In August 1995, Telkom’s subsidiary, Swiftnet, was granted a tele-

communications licence and a radio frequency spectrum licence

for the provision of:

• The construction, maintenance and operation of a national

wireless data network and the provision of wireless data

telecommunications services; and

• Interconnection with Telkom’s network.

In terms of the licence agreement, Swiftnet was required to have

at least a 30% black economic empowerment (BEE) shareholding.

In spite of Telkom entering into an agreement in 2007 to sell 30%

of Swiftnet to the Radio Surveillance Consortium, a group of

empowerment investors, an agreement that received Competition

Commission approval, ICASA did not approve the transaction. As

a result, Swiftnet was in breach of its licence.

Swiftnet, assisted by Telkom, has subsequently had two meetings

with ICASA on this matter and ICASA has indicated that currently

there is no agreement within the industry as to acceptable BEE

shareholding percentages for all licensees. ICASA also indicated

that the shareholding issue for the Swiftnet licence would have to

be in line with the BEE values applicable to other similar licensees.

Swiftnet received a new licence from ICASA on January 16, 2009

which stipulated that the company still needed to secure a 30%

BEE shareholding. However, ICASA has said that in the 2010

financial year it will be reviewing the equity shareholdings of all

licensees, after which it is anticipated that all licensees will be

given sufficient time to meet their equity shareholding requirements.

Telkom’s Board of directors has decided to dispose of Swiftnet,

and Telkom is currently seeking potential purchasers that would

comply with Swiftnet’s BEE requirements.

Carrier pre-selection

The now repealed Telecommunications Act mandated that fixed-line

operators were required to implement carrier pre-selection to enable

customers to choose and vary their fixed-line telecommunications

carrier for long distance and international calls. These provisions

were retained in the Electronic Communications Act and on June

24, 2005, regulations were published for the implementation of

carrier pre-selection in two phases (the implementation of call-by-call

pre-selection and fully automatic pre-selection, to be implemented

and provided within two months and 10 months, respectively, of

them being requested by another operator). Telkom had already

conditioned its exchanges to handle call-by-call carrier pre-selection

The 2010 Telkom ‘hotseat’

This is the control room – the ‘hotseat’ – for our 2010 World

Cup soccer national transport network. From here, our highly

skilled team will direct all incoming and outgoing

transmissions for the duration of the tournament.

Management review


Performance review


CompanyFinancial

Information

Group overview



The telecommunications industry (continued)

by December 31, 2003. Telkom has met

with Neotel to discuss its request for

implementing carrier pre-selection.

Until Neotel’s interconnection systems and

its inter-operator process and systems to

support carrier pre-selection become

available, Telkom cannot fully implement

carrier pre-selection. However, Telkom

does not believe it can meet the 10 months

deadline for automatic carrier pre-

selection.

Number portability

The Telecommunications Act mandated that

number portability, to enable customers to

retain their fixed-line and mobile telephone

numbers if they switch between fixed-line

operators or between mobile operators, be

introduced. These provisions were retained

in the Electronic Communications Act.

A framework number portability regulation

was published at the end of 2004 that

generically provides for the introduction of

fixed-to-fixed and mobile-to-mobile number

portability. Telkom is required to implement

number portability in blocks of 10,000

numbers within two months after Neotel

launches such retail services and individual

number portability within 12 months of

receiving a request from Neotel. Telkom

has received a request from Neotel to

implement both block and individual

number portability and Telkom and Neotel

implemented number portability in blocks

of 10,000 and 1,000 numbers in May

2009. After several delays mobile number

portability phase one was launched on

November 11, 2006. Phase 2, which

was implemented during April 2007,

includes multi-line porting, secure file

transfer protocol access to third parties and

operational software upgrades on the

central reference data base.

The set-up and per-operator costs are

typically the largest cost components of

implementing number portability. Similar to

carrier pre-selection, there is a risk of not fully

recovering system set-up costs. The

implementation of these requirements in a

timely manner, could result in Telkom’s

business being disrupted and cause its net

profit to decline and the implementation of

these requirements will likely further increase

competition and cause churn rates to

increase.

Fees and tariffs

Telkom has made significant progress in

rebalancing its fixed-line tariffs with a view

to focusing more on the relationship

between the actual costs and tariffs of

subscriptions and connections and traffic in

order to more accurately reflect underlying

costs and to be more competitive.

Regulations made under the repealed

Telecommunications Act, but which are still

in effect, imposed a price cap (3.5%

below inflation, effectively implying a

continuous real decrease in prices) on a

basket of Telkom’s specified services. These

include installations; pre-paid and post-

paid line rentals; local, long distance and

international calls; fixed-to-mobile calls;

public payphone calls; ISDN services; its

Diginet product and its Megaline product.

A similar cap applies to a sub-basket of

those services provided to residential

customers, including leased lines up to and

including lines of 2 Mbps of capacity and

the rental and installation of business

exchange lines.

Approximately 57% of Telkom’s operating

revenue in the year ended March 31,

2008 was included in this basket,

compared to approximately 54% in the

year ended March 31, 2009.

Telkom has made significant progress in

its fixed-line tariffs...rebalancing


Source: Tarifica 4th quarter 2008Local off peak (3 minute)

a

- Eur

os

0.00

0.05

0.10

0.15

0.20

Greece

Finland

Belgium

Sweden

Portugal

Norw

ay

France

Spain

Hungary

Italy

Iceland

Average

Latvia

Czech Republic

Germ

any

Estonia

Switzerland

Poland

Netherlands

Denm

ark

Austria

Romania

Slovenia

Lithuania

Bulgaria

UK (BT)

Croatia

Turkey

Luxembourg

Cyprus

Telkom

Ireland

Malta

Slovak Republic

Source: Tarifica 4th quarter 2008To adjacent country Peak (3 minutes)

a

- Eur

os

0.0

0.2

0.4

0.6

0.8

1.0

Lithuania

UK (BT)

Germ

any

Croatia

Portugal

Italy

Belgium

Greece

Ireland

Hungary

Estonia

Spain

Malta

Average

Finland

Slovak Republic

Latvia

Czech Republic

Poland

Austria

Bulgaria

Luxembourg

France

Denm

ark

Telkom

Slovenia

Romania

Iceland

Netherlands

Switzerland

Norw

ay

Sweden

Cyprus

Turkey

Source: Tarifica 4th quarter 2008Local peak (3 minute)

a

- Eur

os

0.00

0.05

0.10

0.15

0.20

0.25

Romania

Belgium

Austria

Czech Republic

Greece

Portugal

Switzerland

Poland

France

UK (BT)

Ireland

Norw

ay

Finland

Lithuania

Spain

Sweden

Netherlands

Average

Denm

ark

Latvia

Italy

Croatia

Turkey

Hungary

Estonia

Luxembourg

Bulgaria

Telkom

Iceland

Germ

any

Slovenia

Malta

Cyprus

Slovak Republic


Independent benchmarking of Telkom’s pricing – Tarifica review, 4th quarter 2008Telkom continues to manage its pricing actively in order to continually offer enhanced value to our customers. We intend to educate all

our customers as to the global attractiveness of our pricing and the value offered by the fixed-line service. Telkom’s mobile offering will

follow the lead of the fixed-line in terms of competitive pricing. Below find a selection of Tarifica’s findings.

Management review


Performance review


CompanyFinancial

Information

Group overview



Independent benchmarking of Telkom’s pricing – Tarifica review, 4th quarter 2008

Source: Tarifica 4th quarter 2008Residential: Installation

0.0

0.3

0.6

0.9

1.2

1.5

Croatia

Lithuania

UK (BT)

Portugal

Finland

Hungary

Greece

Italy

Latvia

Belgium

Estonia

Denm

ark

Malta

Average

Bulgaria

Spain

Ireland

Czech Republic

Slovak Republic

Poland

Austria

Luxembourg

Slovenia

France

Romania

Iceland

Netherlands

Sweden

Norw

ay

Switzerland

Telkom

Cyprus

Turkey

Germ

any

a

- Eur

os

Source: Tarifica 4th quarter 2008Business: Installation

a -

Euro

s

0

30

60

90

120

150

Austria

UK (BT)

Ireland

Denm

ark

Malta

Norw

ay

Cyprus

Latvia

S pain

Finland (Elisa)

Italy

Poland

Slovenia

Portugal

Croatia

Sweden

Hungary

Average

Lithuania

Belgium

Germ

any

Luxembourg

France

Estonia

Netherlands

Bulgaria

Slovak Republic

Greece

Telkom

Switzerland

Romania

Czech Republic

Iceland

Turkey

Source: Tarifica 4th quarter 200864 kbits / 50kms

a

- Eur

os

0

100

200

300

400

500

600

Switzerland

Czech republic

Portugal

Poland

France

Belgium

Netherlands

Austria

Italy

UK (BT)

Spain

Ireland

Germ

any

Romania

Average

Luxembourg

Sweden

Greece

Cyprus

Denm

ark

Turkey

Bulgaria

Hungary

Finland

Norw

ay

Malta

Telkom

Latvia

Iceland

Croatia


management teamwith experience toguide the GroupManagement reviewChairman’s review 16Chief Executive Officer’s review 20Chief Financial Officer’s review 24Board of directors 28Chief officers 30Management team 31

Management review


Performance review


CompanyFinancial

Information

Group overview



The year under review was characterised

by the sale of Vodacom, a fast and

substantively changing competitive local

landscape, and our efforts to grow in other

parts of the African continent. To ensure

consistent growth in value for our

shareholders, among our strategic priorities,

my first year in Telkom was to bring stability

to the organisation; the second a

strengthening of the Board; and the third

must embed the ongoing transformation of

the new Telkom to defend, grow, and

deliver, competitively. While it has been a

demanding period for the Telkom Board,

we have been preparing for our most

challenging year, which lies ahead.

Restructuring Telkom SA Limited

This demands Telkom’s organisational

structures and operational systems become

more responsive, adaptive and much

quicker in delivering innovative and quality

services. More detail on the strategic

priorities and restructuring of the company is

provided by Reuben September in his

CEO review.

The change is fundamental to our strategy

to grow our market share in South Africa

and build a strong footprint across the

African continent. It is vital to Telkom’s

survival to continually retire obsolete legacy

systems and bureaucracies as we review

our performance and restructure to meet

our challenges.

Shirley Lue Arnold

Chairman

The socio-economic environment

This period is marked by the shrinking local

economy, growing activism of our

shareholders and stakeholders, the socio-

economic challenges and new political

leadership.

Bold and creative leadership is required to

create employment, and intervene in the

education, health, housing and security

sectors. These socio-economic factors will

strain corporations and increase the focus

on companies as good corporate citizens.

Pressure on the government to further reduce

communication costs and widen services to

boost the economy and public services will

increase. Reporting on sustainability and

environment impacts is also being more

strongly demanded. Telkom is addressing

these issues and our efforts are detailed

elsewhere in this report.

The South African Gross Domestic Product

(GDP) dropped 1.5% in the six months to

March 2009, with the mining, manufac-

turing and automotive industries being

particularly hard hit. In addition, in the first

quarter of 2009, formal employment fell by

90,000. The rand remained under

pressure with the resultant impact on the

economy and we believe that until world

markets revive, the overall macro-economic

scenario remains parlous.

We have

It is with great regret that wesaid a final farewell to theformer Minister ofCommunications Dr IvyMatsepe-Casaburri, whopassed away on April 6,2009. She was a great sourceof strength to us and we willmiss her wise counsel.

the Board, our structures and processesto ensure Telkom’s transformation

strengthened

Chairman’s review



The regulatory environment

The regulatory environment remains

challenging as the telecommunications

regulator, ICASA, continues to implement

the Electronic Communications Act. Until all

the new regulations are promulgated, an

element of uncertainty will bedevil all

operators. Telkom remains committed to

working with ICASA for the greater good

of the South African telecommunications

industry.

The technological environment

Our fully digital fixed-line network provides

service to every major urban area in South

Africa, giving Telkom a competitive edge

over other communications service

providers selling value-added voice and

data services. At the end of March 2009,

99.9% of our telephone access lines were

connected to digital exchanges.

Our national network operations centre

provides our corporate and global

customers with managed data networking

services and our investment in a third

upgrade of the South Atlantic Tele-

communications Cable – 3 West African

submarine cable/South Africa Far East –

has increased fibre optic transmission

capability between South Africa and

international destinations. Our supply

contract for the development of the EASSy

submarine cable system will link eight

countries from Sudan to South Africa.

The acquisition of satellite bandwidth from

Intelsat in the Atlantic and Indian Ocean

regions provides services on eight satellites

using three satellite operators – Intelsat,

SES-Newskies and Hellas Sat.

Progress continues with the roll-out of theNext Generation Network (NGN). TheNGN will give us significant advantagesover mobile operators through increasedability to carry traffic, provide superiorquality services and compete on price.

Changing market dynamicsTo counter the continued decrease in voicerevenues through the shift to mobileunits, we are aggressively expanding ourbroadband footprint to offer and hosthigher bandwidth applications such asvideo services. Our enhanced ADSLoffering enables our customers to access ahost of broadband value-added services.ADSL subscribers increased by a pleasing33% over the previous financial year.

Management review


Performance review


CompanyFinancial

Information

Group overview



Chairman’s review (continued)

Our strategic direction, the implementation

of Telkom’s new structure and the increasing

challenges of the competitive and

regulatory environment are explained more

fully in the Chief Executive Officer’s review.

Management continues to identify

opportunities for growth, particularly in sub-

Saharan Africa.

The Vodacom transaction

The conclusion of the sale of 15% of our

shares in Vodacom to Vodafone and the

unbundling of the remaining 35% to

shareholders after year end allows us to

enter the South African mobile market and

provide fully converged services. Telkom is

now a smaller company which allows us to

put more focus on our key growth areas.

The Board

In the year under review, Mark Lamberti

resigned on June 3, 2008 and the PIC

representative, Athol Rhoda, resigned

on July 3, 2008. I would like to thank them

both for their commitment and support.

Brian Molefe replaced Athol Rhoda as the

PIC’s representative.

We were pleased to welcome Peter

Joubert, director of companies, on August

12, 2008, and David Barber, former

Chief Financial Officer of AngloCoal, on

September 1, 2008.

The change in our articles of associationallowed our new Chief Financial Officer,Peter Nelson, to join the Board onDecember 8, 2008.

Detailed curriculum vitae can be viewed onpages 28 and 29.

Empowerment

While we remain a champion of BroadBased Black Economic Empowerment(BBBEE) with excellent performances insome areas (10 out of 10 for managementcontrol and 19.1 out of 20 for preferentialprocurement), our overall BBBEE status isrelatively low – a level 6 contributor at thelast verification. A new BBBEE strategy willbe implemented to rectify this situation. Seepage 58.

Confederations Cup and the 2010

Soccer World Cup

A significant accolade for the year underreview was being appointed FIFA’s mainpartner for the development of fixed-linenetwork infrastructures for these majorsports events. Some R118 million wasinvested in the necessary equipment andcabling for the soccer stadia around South

Africa during the year under review. Anadditional R832 million is expected to bespent in the 2010 and 2011 financialyears. FIFA’s president, Sepp Blatter hasbeen most complimentary about Telkom’sservices (see box alongside). A major spin-off of the project is that all the equipmentused will benefit local and othercommunities.

Appreciation

A special note of appreciation must go the

Telkom Board members for their tireless

commitment to Telkom under demanding

conditions, our employees, and all our

customers.

Telkom has remained, through even more

difficult times in our history as one of South

Africa’s leading ICT companies, and the

Board and Executive will continue to

provide value to our shareholders and

service to the country as a strategic

national asset.

Shirley Lue Arnold

Chairman

We continue to

all avenues that will provideus with growth

explore



On target for 2010

‘For the first time ever, the FIFA World Cup will kick off on African soil. This is anexciting, historic moment for Africa, and YOU are the people making it happen. Forme, it will be the realisation of a dream. I have seen what football means to Africa.With so many talented and outstanding African players, coaches, clubs and nationalteams it is fitting that the 2010 FIFA World Cup should find a home on this continent.

I have felt South Africa’s enormous enthusiasm – from the blue-collar worker to the top executive. This country has a phenomenal spirit,and I am privileged to share in the hope and inspiration that the 2010 FIFA World Cup is bringing to your people. You have shownthe world that South Africa can achieve wonders, and there is no doubt in my mind that you will be ready.

Telkom is ideally placed to make this a FIFA World Cup to be remembered. You are making history. Not only is this the first time thetournament is being hosted in Africa, but it is also the first time the event will be broadcast in high definition. With the huge volumeof voice and data traffic that will be moving through the FIFA event network, your work is critical in facilitating the successful broadcastof the event.

Telkom is on target for meeting the FIFA Confederations Cup 2009 requirements. And the completion of thenetwork will allow Telkom to meet its requirements for 2010. This is how I know Telkom can deliver.

Your efforts not only guarantee the smooth running of the games, but also build an infrastructure that will benefityour country long after we are gone. This is the kind of legacy we hope the 2010 FIFA World Cup will leavein Africa, and you are delivering an enormous gift, not just to us, but also to your own people.

I have seen what this nation can do – the spirit of Ubuntu that pulls you together. With teamwork you canachieve anything and Telkom is no different. I have every confidence in you, the Telkom staff, to make this thegreatest FIFA World Cup we have ever seen’ – Sepp Blatter.

Management review


Performance review


CompanyFinancial

Information

Group overview



Chief Executive Officer’s review

The ICT market is never static,

characterised as it is by fluidity, change

and on-going innovation and those factors

aptly summed up the year under review.

Following the sale of Vodacom at what I

believe was an exceptional price given the

market conditions, and returning substantial

capital to our shareholders, and the sale of

our 75% stake in Telkom Media to

Schenzen Media, we are now poised to

compete more aggressively in the

telecommunications market. Our defend

and grow strategies are on track and,

following our restructuring, we are better

placed to manage our resources more

effectively and efficiently.

Our South African operations remain our

core business and cash flow generator and

I am pleased to report that we achieved

good growth in our bundled calling plan

products – Telkom Closer and Supreme

Call – and significant growth in our

broadband products. We once again

achieved double digit growth from our

data revenue, up 12.1% to R9.3 billion for

the year.

In Africa, our footprint now covers almost

the entire continent, with the exception of

North Africa, which gives us the

opportunity to extend our services to a very

fast-growing market. We took our holding

in Multi-Links Nigeria up to 100% and,

post the year end, we acquired MWEB

Africa, including AFSAT, from Naspers.

However, on the debit side, our initiatives

in Africa to date have been most

challenging, with high start-up costs,

Reuben September

Chief Executive Officer

unknown and competitive markets, highly

volatile currency fluctuations, infrastructure

and technology challenges. But, expensive

as they were, we have learned our lessons

and we are ready to capitalise on the

opportunities going forward.

In South Africa, our on-going drive toenhance the Next Generation Network(NGN) continues to deliver significantbenefits and gives us a substantialcompetitive edge in providing ourcustomers with a full suite of converged ICTservices. In particular, given the fact thatwe can now enter the mobile market, theNGN’s leading edge technologies willenable us to carry increased traffic,provide superior service and compete onprice in a market where quality andefficiency is key.

Financial overview

Our operating revenue from continuingoperations grew by 6.9% to R35.9 billionin the year under review. Operating profitfrom continuing operations declined by29.6% to R6.4 billion and cash generatedfrom operations before dividends paid fellby 9.6% to R14.8 billion.

The Group EBITDA margin decreased from

39.3% to 32.5% in the year under review,

mainly because of an EBITDA loss of

R226 million recorded by Multi-Links and

higher fixed-line operating expenditure

which reduced the fixed-line EBITDA

margin to 25.8% as at March 31, 2009

compared to 36.3% as at March 31,

2008. The South African business, however,

performed relatively well, and excluding

the Multi-Links, Telkom Media and Africa

In South Africa, our on-goingdrive to enhance the NextGeneration Network (NGN)continues to deliver benefitsand gives us a competitiveedge in providing ourcustomers with a full suiteof converged Information,Communication andTechnology (ICT) services.

evolvewith the changing trends,

meet the demand



Online impairments, the fixed-line EBITDA

margin would have been 32.3%.

We experienced a 45.9% decrease in

headline earnings per share to 557 cents a

share and declared an ordinary dividend of

115 cents per share and a special dividend

of 260 cents per share, a decrease of

43.2% from the ordinary dividend of

660 cents per share declared in the 2008

financial year. The dividend was paid to

shareholders on July 20, 2009.

Total traffic revenue decreased by 3.9% to

R15.3 billion, with local traffic revenue

decreasing 10.8% to R3.6 billion and long

distance revenue decreasing by 9.6% to

R2.0 billion, primarily because of the

continuing fixed to mobile substitution.

The Telkom Closer packages performed

well, growing by 27.6% to 575,812 plans

and Supreme call packages, targeted at

the business segment, grew by 14.4% to

14,778 packages. Our PC bundles showed

a 48.3% growth to 11,336 packages and

we continued successfully to tie in large

corporate customers to term and volume

discount plans.

Annuity revenue streams, excluding line

installations, reconnection fees and customer

premises equipment sales, grew by 6.8%

to R7.4 billion and we will seek to continue

to convert revenue streams to annuity

revenues, largely through bundling call

minutes with access line rental in attractive

subscription-based value propositions. Our

current line penetration of bundled products

is 41.7%. By 2013/14, we are targeting

a penetration of 56%.

Broadband and converged services

performed very well with a 33% growth in

ADSL subscribers to 548,015. There was

a 58.1% increase in Do Broadband

subscribers to 188,540. Internet all-access

subscribers grew to 423,196, an increase

of 18.2%.

In line with our strategy of growing our data

business, data revenues (including broad-

band) increased a very pleasing 12.1% to

R9.3 billion. Data connectivity revenue

increased to R5.0 billion, up 10.9% and

internet access revenues increased by 29.6%

to R1.5 billion. Our managed network

services and VPN revenues were up by

22.3% to R891 million. We intend to continue

to exploit the competitive edge our high-quality

network gives us in the corporate data market.

Cost management is a key element in

creating shareholder value, particularly as

competition continues to erode our revenue

base. As a result of the vicious inflationary

environment; expenses incurred by the

Vodacom transaction; an R85 million

impairment of Africa Online; the R254 million

impairment of Telkom Media and the

R1.8 billion impairment of Multi-Links, our

fixed-line operating expenses rose by

19.6% to R29.8 billion.

Employee expenses rose to R8 billion, an

increase of 8.1%; selling, general and

administrative expenses were up 68.8% to

R6.6 billion; service fees rose 14.4% to

R2.8 billion and payments to other

operators increased 9.2% to R7.5 billion,

with operating leases decreasing by 1% to

R613 million. Depreciation, amortisation,

impairment and write-offs increased by

16.8% to R4.4 billion. Headline earnings

from continuing operations decreased

45.9% to 557 cents per share for the year

ended March 31, 2009. The reduced

earnings can be attributed to the significant

impairments contained in operating

expenses and negative foreign exchange

and fair value movements of R1.1 billion

resulting from the depreciation of the rand

and the naira against the US dollar.

Strategic overview

Our core strategy is to defend and grow

profitable revenue, while managing costs.

We will aim to differentiate ourselves from

competitors by moving from a provider of

basic voice and data connectivity to

become Africa’s preferred information,

communications and technology service

provider offering fully converged voice,

data, video and information technology

services.

Defend profitable revenue

Our key objectives are to improve our

competitiveness in areas where competition

is expected to intensify by use of tariff

rebalancing, building customer retention,

building customer loyalty and converting

revenue streams to annuity revenue.

Pricing is a key element and our tariff

rebalancing will focus mainly on the

relationship between the actual costs and

tariffs of line rentals and traffic so we can

compete in a liberalised communications

market. We aim to protect our margins and

increase the per second billing benefits as

part of our bundled packages.

• Differentiating retail list prices from

value-based offerings.

Our quest is to convert customers from

usage-based products to adopting

calling plans and bundles.

• Value-based calling packages and

bundles.

Our intention is to deliver value to our

customers and thus improve retention

and loyalty. We will bundle call minutes

with access line rental in an attractive

subscription-based value proposition to

deliver greater value to our customers.

• Converting revenue to annuity-based

revenue.

This will help us offset declining usage-

based revenue and boost annuity

revenue.

• Rebalancing prices of data services.

We will pass on the benefits of

increased network efficiencies to

customers so we can defend our market

share and revenue.

• Differentiated attributes of our offerings.

We will emphasise the offerings that

customers value so that we can

compete on more than just price.

Build customer retention

We will continue to launch initiatives to

attract customers to stay with us and focus on

customer centricity through implementing

value and needs-based customer

s,

Management review


Performance review


CompanyFinancial

Information

Group overview



Chief Executive Officer’s review (continued)

segmentation. Additionally, we will concen-

trate on fostering long-term relationships with

enterprise and wholesale customers through

volume and term agreements.

Build customer loyalty

We will continue to position Telkom as the

service provider of choice through superior

value propositions and constant product and

service innovations. We will also upgrade

our customer communication programme.

Grow profitable revenue through

broadband and converged services

Profitable revenue growth in our broadband

and converged services area will be driven

by continuing to increase converged services

revenue; pursuing partnerships with content

providers to enhance our products;

aggressively seeking to improve our market

share in the information technology services

sector and improving our innovation

capabilities.

We are in no doubt that the next

battleground of the convergence between

telecommunications and IT will be in the

data management environment. We have

one of the finest National Network

Operating Centres in the world and we

will use it to provide our customers with

cost-effective solutions that support their

total ICT needs. We expect to stimulate the

use of bandwidth over our network through

our data centre business.

Several products, including Metro LAN,

have been introduced to strengthen our

data communications service capabilities

and improve our integrated communications

service offerings in response to increased

demand for higher bandwidth in the

corporate and global segment.

Grow profitable revenue through

wireless voice and mobile data services

By providing customers with an integrated

bundled offering with superior speeds and

quality through our fixed-line network,

combined with mobility when required, we

can grow profitable revenue.

This we can do by transforming our fixed-

line business to incorporate services such

as mobile converged voice services and

by building a wireless voice and mobile

data network in areas that use less

vulnerable access technologies, which will

reduce the theft of copper cables and

improve service levels. We will also enter

into, among other things, a roaming

agreement in the areas where we choose

not to build our own network.

To implement this strategy we have

obtained access to the 1800MHz and

2100MHz spectrum bands to utilise 2G

and 3G technologies in pursuit of our voice

and mobile data services. By focusing on

higher value customer segments and

technologies that enable roaming across

networks that use different mobile

technologies, we can offer wireless access

to, amongst others, campuses, gated

communities and security complexes and

provide mobile data services and

fixed/nomadic voice services.

Our move to offering a fully fledged mobile

service depends on the outcome of a

market research programme and a roaming

agreement we are currently negotiating with

the South African mobile operators. At this

stage, we will not commit to any capital

expenditure before completion of the

comprehensive market study.

Grow profitable revenue internationally

Telkom aims to increase revenue and long-

term profitability from our African

subsidiaries we have acquired and from

the international services we provide. We

will become a Pan-African integrated

service provider that offers international

communications and internet connectivity,

hosting and managed data services and

wireless voice and mobile broadband

solutions. We have the opportunity to

leverage synergies from Telkom South

Africa into our Africa subsidiaries,

capitalise on strategic partnerships, for

example, with AT&T, and advance data

services into a growing market in Africa.

Executing our strategy

We will execute our strategy through the

Telkom Renaissance initiative which has

been initiated with the objective of

transforming us into a leading Pan-African

communications company. Delivering on

this requires a compelling and focused

transformation programme. This programme

consists of various initiatives including

defending our market share, seeking new

revenue and businesses, implementing a

structure that enables clear profit and loss

accountability, as well as ensuring that our

business processes and work practices

deliver upon our strategic intent.

This is aimed at achieving certain key

financial targets, such as improving our

EBITDA by increasing the return on our

assets, making effective capital

expenditure investments, as well as

improving our cash flow. We intend to do

this by significantly improving revenue

through our strategic initiatives, capturing

operating expenditure efficiencies,

focusing on expenditure in areas where we

can increase our return on assets and

critically challenging capital expenditure

planned for the next few years.

We embarked on the initiative towards theend of the year under review and ourinspirational objective is creating a newTelkom. It is a bold, new journey for theGroup and its scope and importance issuch that it will roll out over two years. It isa phased and planned programme thatwill transform our Group’s culture and theway we do business. It will ensure full profitand loss accountability throughout theorganisation and will enable us to focus onefficient resource management and costcontainment. Our financial objective is a10% reduction in operating expenses bythe financial year ending 2011/2012.Currently we are conducting a Group-widesurvey to analyse our current culture andgive employees the opportunity to providetheir views on what our culture should looklike. I believe that this is essential if we areto have a firm foundation on which to buildthe remainder of the process.

Underpinning the programme is the four‘Rs” strategy:



• Remodelling – reaching for new revenuestreams in current and new markets.

• Reorganising – fashioning a structurethat enables clear profit and lossaccountability and focus in aperformance-oriented environment.

• Revitalisation – renewing the entireGroup and reinforcing a positive ‘makeit happen’ attitude among all ourpeople.

• Re-engineering – ensuring that ourbusiness processes, allocation ofresources and work practices deliver onour strategic intent.

We are re-building the organisation into aworld class team.

Multi-LinksAs mentioned earlier in my report, weacquired the remaining 25% of Multi-Linksin January 2009 for US$130 million. Thecompany did not perform well in the lastfinancial year with a net loss for the periodending March 31, 2009 of R1.76 billion.

We acknowledge that we under-estimatedthe competitiveness of the Nigerian marketand failed to execute on the building andmanagement of our distribution channels.Turning Multi-Links’ performance around isour number one priority, given the extent ofour investment and the enormousopportunity the Nigerian market provides.US$100 million has been budgeted for the2009/10 financial year for the completionof an additional 1,645 km build and584 km swop of optic fibre cable for theDWDM/SDH network. It is anticipated thatthe network will connect 80 DWDM/SDHsites, covering all major cities in Nigeria,providing us with additional bandwidthconnectivity for voice and data customers.In addition, 227 cell towers are to beerected and another 300 commissioned onthird party leased tower infrastructure duringthe year. Seven new customer servicecentres are planned to facilitate and supportthe network growth.

We expect Multi-Links to be EBITDA

positive in 2010/11 and to be cash flow

positive by 2011/12.

MWEB AfricaOur geographic expansion strategy isgeared to establishing us as a regionalvoice and data player via a range ofhosting services, managed solutions, andmobile voice and wireless broadbandservices. To this end, in addition to Multi-Links, we purchased MWEB Africa and75% of MWEB Namibia for approximatelyR498 million. As of March 31, 2009,MWEB Africa had a customer base of20,175 with operations in Nigeria, Kenya,Tanzania, Uganda, Namibia andZimbabwe and an agency arrangement inBotswana. This acquisition, together with ourinvestment in Africa Online, gives us theideal opportunity to service multi-nationaland corporate customers across Africa,particularly in the data products field, whichwe believe will deliver enormous futuregrowth. The memorandum of understandingsigned with AT&T will further enhance ourability to service multi-national and corporatecustomers throughout the continent.

Prospects Telkom’s strategy is designed to deliversustainable, profitable growth goingforward and is benchmarked againstglobal best practice. The creation ofshareholder value is the underlying driver ofevery decision made. Telkom’s Board ofdirectors and management team believesthat the share price has not been reflectingthe underlying value of the fixed-linebusiness and they are committed torectifying this.

Over the next few years, we will befocusing on transforming the business todeal with competition; concentrating ondelivering innovative products and servicesto our customers; expanding our networkand bedding down our growth drivers.

We expect that over the next three years,competition will continue to constrainrevenue growth and, in a transformingindustry like ours, targets are inherentlyrisky, particularly in the later years, andinvestors should not place undue relianceon such targets. Increased revenues fromour data, broadband and convergedbusiness and our recently acquiredsubsidiaries are projected to mitigate theimpact of increased competition.

The ordinary dividend of 115 cents pershare declared for the 2009 financial yearprovides the new targeted base establishedby the Board for the determination of futuredividends for Telkom as a stand-alone entity.The level of dividend payments goingforward will be based on a number offactors, including the consideration of thefinancial results, capital and operatingexpenditure requirements, the Group'sdebt level, interest coverage, internal cashflows, prospects and available growthopportunities.

AppreciationAs ever, on behalf of the ExecutiveCommittee, I extend my sincere gratitude tothe Telkom Board of directors for theguidance and insights its members haveprovided. I must also thank the executiveteam and all our employees for theirdedication and commitment in executingour defend and grow strategies. Thanksalso to our customers for their continuedand valued support.

ConclusionIn summing up the year I am reminded ofsomething one of our call centre operators inCape Town said about her job: ”You haveto take the good with the bad and, overall,the good outweighs the bad.” And that wasthe year under review. Tremendous pressureson all fronts; a lot of angst around theVodacom deal – externally and internally –the on-going fight against the cable thieves,etc. But then we had the restructuring of thebusiness, a force for good, and theopportunity, via our appointment by FIFA, todesign and provision the infrastructure for theConfederations Cup and 2010 SoccerWorld Cup stadia, to show the world justhow good we are. The fact that our diversecustomer base includes the majority of thecountry’s large corporates also contributed tothe ‘good’ part of the year.

Telkom is now poised to maximise value forall our shareholders.

Reuben SeptemberChief Executive Officer

Management review


Performance review


CompanyFinancial

Information

Group overview



Chief Financial Officer’s review

It is my pleasure to present Telkom’s

financial review for the year ended

March 31, 2009. It has been a challenging

year and despite difficult economic

conditions, Telkom managed to deliver

value to shareholders by declaring a

special dividend of R19 per share upon

conclusion of the Vodacom transaction

after year end and declaring an ordinary

dividend of R1.15 per share and special

dividend of R2.60 per share in June 2009.

Faced with competition eroding our

revenue base, cost management continues

to be a key element in creating shareholder

value. Combined with the inflationary

environment affecting our operating

expenses, a number of once-off items

impacted Group earnings including:

• R691 million cost relating to the

Vodacom BEE deal;

• R462 million impairment of Multi-Links;

• R409 million fair value loss on the

acquisition of the additional 25% in

Multi-Links;

• R204 million foreign exchange loss on

the acquisition of Gateway by

Vodacom;

• R177 million expenses relating to the

Vodacom transaction;

• R39 million impairment of Africa

Online; and

• R454 million deferred tax credit on the

Vodacom transaction.

In addition, Multi-Links reported a

R1.76 billion loss before eliminations

during the 2009 financial year. Turning

around Multi-Links’s performance is vital to

Telkom given the extent of the Group’s

investment and the enormous opportunity

the Nigerian market provides.

The roll-out of our mobile network is

expected to enable us to provide

connectivity in a more cost effective

manner in rural and high cable theft areas.

Next Generation Network and mobile

technology also allows us to replace

expensive to maintain legacy equipment.

We continue with the renegotiation of all

supplier contracts and constructive

engagement with labour unions. We are

reviewing our IT investment strategy in

order to ensure optimum levels of spend in

line with our strategy and network

investment. Inventories and capital work-in-

progress are receiving considerable

attention as we seek to lower just-in-time

levels of investment and to monetise any

excessive levels of assets.

Telkom is targeting an operating cost

reduction of 10% over the following three

financial years. The Telkom Board is

focusing on improving the cost efficiency

and free cash flow profile of the Company.

It has reduced the initial five year capital

expenditure budget by 40% to R34 billion

and is targeting lower levels of inventory.

The Telkom Group added Multi-Links as a

new segment to its financial reporting for

the 2009 financial year. As a result, the

Telkom Group’s four reporting segments for

the 2009 financial year are fixed-line,

Multi-Links, mobile and other. The other

segment includes Telkom’s Trudon, formerly

known as TDS Directory Operations, and

Africa Online, subsidiaries. The information

The roll-out of our mobile network isexpected to enable us to provideconnectivity

Peter Nelson

Chief Financial Officer

cost-effectively



in this annual report has been updated to

reflect the above changes to Telkom’s

reporting segments. Telkom currently

expects its Telkom SA, Telkom International

and Telkom Data Centre businesses will

constitute distinct reporting segments in the

2010 financial year due to the

implementation of its new organisational

structure, which became effective as of

April 1, 2009.

Telkom concluded the disposal and sale ofVodacom, its mobile segment that providedmobile services through its 50% joint ventureinterest in Vodacom, effective as of April20, 2009. In addition, Telkom’s Board ofdirectors has decided to dispose ofSwiftnet, a wholly owned subsidiary thatprovides wireless data services, anddetermined to abandon its Telkom Mediasubsidiary. The Telkom Group’sconsolidated financial statements andinformation included herein reflects therestatement to Telkom’s consolidatedfinancial statements in prior years as a resultof these events to disclose the effect ofdiscontinued operations and the disposal ofthe subsidiaries held for sale as follows:

• Income statement data for all theperiods have been restated to reflect our50% share of Vodacom’s results, our100% share of Swiftnet’s results and our75% share of Telkom Media’s results asdiscontinued operations in accordancewith IFRS5; and

• Balance sheet data for only the yearended March 31, 2009 reflects our50% share of Vodacom’s results and our100% share of Swiftnet’s results asdiscontinued operations in accordancewith IFRS5.

The discussion of the business below hasbeen revised from previous years to reflectthe changes to Telkom’s segments and itsdiscontinued operations.

Group operating revenue

Group operating revenue increased by

6.9% to R35,940 million (March 31,

2008: R33,611 million) in the year ended

March 31, 2009. Fixed-line operating

revenue, before inter-segmental eliminations,

increased by 3.3% to R33,659 million due

to growth in data revenues, higher revenue

from interconnection and subscription-

based calling plans, partially offset by

lower traffic revenue. Multi-Links’s operating

revenue increased 124.9% due to a

209.3% growth in its subscriber base.

Telkom’s defend and growth strategies are

on track. We have achieved good growth

in our bundled calling plan products,

Telkom Closer and Supreme Call, and

strong growth in our broadband products.

Data revenue continues to achieve double

digit growth, delivering a 12.1% revenue

growth to R9,310 million for the year

ended March 31, 2009.

Group operating expenses

Group operating expenses increased by



March 31, 2009, due to a 19.6%

increase in operating expenses in the fixed-

line segment to R29,849 million (before

inter-segmental eliminations) and a

157.1% increase in operating expenses in

Multi-Links to R2,422 million (before inter-

segmental eliminations). Fixed-line operating

expenses increased due to increased selling,

general and administrative expenses,

payments to other network operators,

depreciation, amortisation, impairment and

write-offs, employee expenses and service

fees. The increase in Multi-Links’s operating

expenses was primarily due to increased

cost of sales and associated subsidies as a

result of increased sales volumes,

increased advertising and promotional

expenditure and an increase in expatriate

fees as a result of an increase in staff

seconded from Telkom during the year.

Investment income

Investment income consists of interest

received on short-term investments and

bank accounts. Investment income

increased by 7.7% to R181 million

(March 31, 2008: R168 million), largely

as a result of increased short-term deposits

and interest rates.

Finance charges and fair value

movements

Finance charges include interest paid on

local and foreign borrowings, amortised

discounts on bonds and commercial paper

bills, fair value gains and losses on

financial instruments and foreign exchange

gains and losses on foreign currency

denominated transactions and balances.

Finance charges and fair value movements

increased by 82.7% to R2,843 million

(March 31, 2008: R1,556 million) in the

year ended March 31, 2009, primarily

due to a 12.2% increase in interest

expense to R1,732 million (March 31,

2008: R1,543 million) mainly as a result

of the 38.7% increase in the Group’s net

debt to R23,047 million (March 31,

2008: R16,617 million). In addition to the

increase in the interest expense, net fair

value and foreign exchange rate

movements resulted in a loss of

R1,111 million for the year ended

March 31, 2009 (March 31, 2008:

R13 million). The increase in the loss was

mainly attributable to foreign exchange

losses incurred by Multi-Links on foreign

denominated loans and creditors’ balances

as a result of the devaluation of the Naira

as well as the mark to market valuation of

the Multi-Links put option.

Taxation

Consolidated taxation expense from

continuing operations decreased by



March 31, 2009. The consolidated

effective taxation rate for the year ended

March 31, 2009 was 44.6% (March 31,

2008: 34.5%). Telkom company’s effective

taxation rate was 8.9% (March 31, 2008:

24.6%). The lower effective taxation rate

for Telkom Company in the year ended

March 31, 2009 was mainly due to the

deferred taxation asset that was raised on

the capital gains tax base cost of the 15%

investment in Vodacom which is held for

sale that will be utilised in the future capital

gains tax liability of the sale transaction,

partially offset by the R1,843 million

Management review


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CompanyFinancial

Information

Group overview


Group cash flow

Cash flows from operating activities

increased by 7.8% to R11,432 million

(March 31, 2008: R10,603 million),

primarily due to a lower dividend paid in

respect of the 2008 financial year and

lower taxation payments partially offset by

higher finance charges. Cash flows utilised

in investing activities increased by 20.6%

to R17,005 million (March 31, 2008:

R14,106 million), primarily due to higher

capital expenditure in the Multi-Links and

mobile segments and the acquisition of

Gateway by Vodacom. Cash flows from

financing activities includes loans raised of

R18,168 million, partially offset by loans

repaid of R10,212 million.

Group capital expenditure

Group capital expenditure, which includes

spend on intangible assets, increased by


2008: R11,900 million) and represents

36.8% of Group revenue (March 31,

2008: 35.4%).

Fixed-line capital expenditure, which

includes spending on intangible assets,

decreased by 1.5% to R6,690 million

(March 31, 2008: R6,794 million) and

represents 19.9% of fixed-line revenue

(March 31, 2008: 20.9%). Baseline

capital expenditure of R3,343 million

(March 31, 2008: R4,039 million) was

largely for the deployment of technologies

to support the growing data services

business (including the ADSL footprint), links

to the mobile cellular operators and

expenditure for access line deployment in

selected high growth commercial and

residential areas. The continued focus on

rehabilitating the access network and

increasing the efficiencies and reducing

redundancies in the transport network as

well as the initiation of the fixed-wireless

roll-out contributed to the network evolution

and sustainment capital expenditure of

R1,488 million (March 31, 2008:

R1,369 million).

Telkom continues to focus on its operationssupport system investment with currentemphasis on workforce management,

provisioning and fulfilment, assurance andcustomer care, hardware technologyupgrades on the billing platform andperformance and service management andproperty optimisation. During the yearended March 31, 2009, R603 million(March 31, 2008: R841 million) was spenton the implementation of several systems.

Multi-Links’s capital expenditure, whichincludes spending on intangible assets,increased by 112.7% to R2,791 million(March 31, 2008: R1,312 million) andrepresents 146.9% of Multi-Links’s revenue(March 31, 2008: 155.3%) and was dueto the continued investment to improvegeographic coverage and increasecapacity for both the voice and datanetworks.

Mobile capital expenditure, which includesspending on intangible assets, increasedby 3.2% to R3,569 million (March 31,2008: R3,460 million) and represents12.9% of mobile revenue (March 31,2008: 14.4%) and was due to thecontinued investment to improve geographiccoverage and increase capacity for both thevoice and data networks.

Other capital expenditure consists ofadditions to property, plant and equipmentand intangible assets for our subsidiariesTrudon (Pty) Ltd, formerly known as TDSDirectory Operations, Swiftnet (Pty) Ltd,Africa Online Ltd and Telkom Media (Pty)Ltd. Other capital expenditure decreased toR184 million (March 31, 2008:R334 million) and represents 13.8% ofother revenue (March 31, 2008: 29.1%).

ProspectsTelkom’s strategy is designed to deliversustainable, profitable growth goingforward and is benchmarked againstglobal best practice. The creation ofsustainable shareholder value is theunderlying driver of every decision made.Telkom’s Board of directors andmanagement team believe in the costefficiencies and cash flows of the fixed-linebusiness and are committed to addressingthis while we invest for growth in newareas of business.


Chief Financial Officer’s review (continued)

impairment of the Multi-Links investment, a

R254 million impairment of the Telkom

Media loan and R85 million impairment of

the Africa Online investment at company

level.

Profit for the year and earnings per

share

Profit attributable to the equity holders of

Telkom decreased by 47.7% to


R7,975 million) in the year ended

March 31, 2009. A major contributor to

the decrease was the net loss of

R1.76 billion reported by Multi-Links.

Group basic earnings per share from

continuing operations decreased 57.7% to

407.4 cents per share (March 31, 2008:

963.7 cents) and Group headline

earnings per share from continuing

operations decreased by 45.9% to

557.0 cents per share (March 31, 2008:

1,028.9 cents).

Group balance sheet

Net debt, after financial assets and

liabilities, including discontinued

operations, increased by 38.7% to


R16,617 million) resulting in a net debt to

EBITDA ratio of 1.2 times from 0.8 times at

March 31, 2008. On March 31, 2009,

the Group had cash balances of


R1,134 million). Net debt, after financial

assets and liabilities of continuing

operations, was R15,497 million with a

net debt to EBITDA ratio of 1.3 times.

Telkom Company issued new local bonds,

the TL12 and TL15 with a nominal value of

R1,060 million and R1,160 million,

respectively as well as syndicated loans

with a nominal value of R4,100 million

during the year ended March 31, 2009.

The Company issued commercial paper bills

with a nominal value of R11,025 million for

the year ended March 31, 2009 of which

commercial paper bills with a nominal value

of R9,849 million were repaid by

March 31, 2009.



Capital expenditure for the Group is

expected to range between 20% and 23%

of revenue over the next financial year.

In the long term the targeted net debt to

EBITDA ratio is expected to be below

1.4 times. However, in the shorter term,

debt levels will be considerably lower

given the retention in part of the proceeds

from the sale of 15% of Vodacom.

Targets in a transforming industry such as

ours are inherently risky, particularly in later

years and investors should not place undue

reliance on such targets. Our ability to meet

such targets is subject to a number of risks

and uncertainties and there could be no

assurance that we could meet such targets.

The level of dividend going forward will be

based on a number of factors including the

consideration of the financial results,

available growth opportunities, capital and

operational requirements, the Group’s debt

level, interest coverage, internal cash

flows, prospects and available growth

opportunities.

New York Stock Exchange Listing

Given the current global economic climate

and the business imperative for Telkom to

reduce its cost base, the Board has

decided to delist from the New York Stock

Exchange. Maintaining a listing in the

United States is expensive and takes

considerable management time. The

methodology employed and discipline

gained from compliance with the

Sarbanes-Oxley reporting requirements will

be retained, where appropriate, to ensure

strict corporate governance compliance

and transparent financial reporting.

Telkom is comfortable that the JSE provides

sufficient access to capital from both South

African and global investors. Telkom

intends to maintain a level 1 American

Depositary Receipt programme to facilitate

over-the-counter trading in the United States

of America.

ConclusionWith a year of unprecedented globalfinancial conditions behind us, I certainlylook forward to the challenges of the yearahead. The management team is committedto turning the performance of Multi-Linksaround, reducing operating and capitalexpenditures and continuing to deliver valueto our shareholders. I remain confident inour ability to meet these challenges.

Peter NelsonChief Financial Officer

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Board of directors

SHIRLEY LUE ARNOLD

ChairmanShirley Lue Arnold was appointed Chairman and non-executive directoron November 1, 2006. Holder of a BA degree and a Certificate inEducation, Ms Arnold is a former non-executive director of Peermont GlobalLimited and Ernst & Young South Africa. Currently she is a member of theChairpersons Forum, Gordon Institute of Business, the Independent Directors’Initiative and the Institute of Directors in South Africa. She is a trustee of theThutuka Bursary Fund (SAICA) and the Maths Centre and is a patron of theStudent Sponsorship Programme.

REUBEN SEPTEMBER

Chief Executive OfficerWith 32 years’ experience in the IT and telecommunications industry, ReubenSeptember was appointed acting Chief Executive Officer in April 2007;appointed to the Board in May 2007 and appointed CEO of Telkom inNovember 2007. He has worked in various engineering and commercialpositions at Telkom since 1977, including Managing Executive of Technologyand Network Services; Chief Technical Officer and Chief Operating Officerand also served as a director of Vodacom. Mr September has a BSc inelectrical and electronic engineering from the University of Cape Town and is amember of the Professional Institute of Engineers of South Africa (ECSA).

PETER NELSON

Chief Financial OfficerPeter Nelson, BComm, BAcc (Honours), CA,was appointed to the Board on December 8,2008. Previously he was the Chief FinancialOfficer of Netcare. Mr Nelson has alsoserved at board level for a number of majorcorporations for the past 20 years, includingBMW, Mondi Paper and Pretoria PortlandCement.

SIBUSISO LUTHULI

IndependentMr Luthuli, managing director of IthalaLimited since 2004, was appointed tothe Telkom Board in July 2005. A qualified chartered accountant (CA),Mr Luthuli holds a BComm degree anda post graduate diploma inaccountancy. He is non-executiveChairman of Cipla Medro SA and amember of the KwaZulu-NatalProvincial Government auditcommittee.

KEITUMETSE MATTHEWS

Government representativeAppointed to the Board in June2006, Ms Matthews is abusinesswoman and former ChiefLegal Advisor for the South AfricanBroadcasting Corporation (SABC)and a former special advisor to theMinister of Communications. Shehas a BA (Hons) degree and is aBarrister-at-Law.

BRAHM DU PLESSIS

IndependentBrahm du Plessis was appointed to the Board inDecember 2004. A practising advocate at theJohannesburg Bar since 1987, Advocate Du Plessis,who holds BA and LLB degrees from the University ofStellenbosch and an LLM degree from the Universityof London, is a member of Advocates ForTransformation and has served as a member of theJohannesburg Bar Council.

Government, independent and PIC representatives



DR EKWOW SPIO-GARBRAH

Government representativeAppointed to the Board in September 2007.Dr Spio-Garbrah is the Chief ExecutiveOfficer of the London-based CommonwealthTelecom Organisation and Ghana’s formerMinister of Communication and Education.He holds a BA (Hons), English from theUniversity of Ghana, a Graduate Certificatein International Banking from the New YorkUniversity; a Graduate Diploma in Journalismand Communication and an MA inInternational Affairs from Ohio University andan LLD (Honorary Doctorate in Laws) fromMiddlebury University in the USA.

DR VICTOR LAWRENCE

Government representativeDr Lawrence was appointed to theBoard in September 2007, holds BSc,MSc and PhD degrees in Electricaland Computer Engineering from theUniversity of London, is the Charles WBachelor Chair Professor of Electricaland Computer Engineering andAssociate Dean for Special Programsat Stevens Institute of Technology.

DAVID BARBER

IndependentAppointed to the Board in September 2008,Mr Barber is the former global Chief Financial Officerof AngloCoal and former Chief Financial Officer forthe Anglo American Corporation of South Africa. Mr Barber is a chartered accountant (South Africa)and FCA (England and Wales) and serves as anindependent non-executive director and member ofthe audit committee for Murray & Roberts.

JACKIE HUNTLEY

Government representativeMs Huntley who was appointed to the Board in September 2007, is anattorney and senior partner at Mkhabela Huntley Adekeye Inc, one of themajor black law firms in South Africa. She has extensive experience incommercial and corporate law, including telecommunications law. She holdsBProc and LLB degrees from the University of the Witwatersrand along with aManagement Advanced Programme certificate.

BRIAN MOLEFEPublic Investment Corporation representativeAppointed to the Board in July 2008, Mr Molefe is the ChiefExecutive Officer of the PIC. A former deputy DirectorGeneral at the National Treasury and Chief Director:strategic planning in the office of the Premier of Limpopo, Mr Molefe holds a Masters of Business Leadership andBCom degrees from the University of South Africa. He alsohas a post-graduate Diploma in Economics from LondonUniversity, School of Oriental and African Studies.

PETER JOUBERT

IndependentMr Joubert was appointed to the Board in August2008. Previously he was the Chief ExecutiveOfficer and chairman of Afrox. He has served asthe chairman of numerous companies. He is thecurrent Chairman of BDFM Publishers andSandvik and is a director of SAA and Transnetand external advisor to General Motors SA. Heholds a BA degree from Rhodes University, aDPWM from Rhodes and has completedHarvard Business School’s AdvancedManagement Programme.

More than100 yearsof combinedtelecommunicationsexperience

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Chief officers

THAMI MSIMANGO

Chief of Global Operations and SubsidiariesMr Msimango was appointed Managing Director of TelkomInternational on April 15, 2009. Previously he served as Chief ofGlobal Operations and Subsidiaries since November 1, 2007 andChief Technical Officer from September 2005. He joined Telkom in1984 and held a number of senior positions, including ManagingExecutive of Technology and Network Services and ExecutiveTechnology, Direction and Integration.

NAAS FOURIE

Chief of StrategyMr Fourie was appointed Chief of Strategy in April 2008 havingacted in the position from November 2007. He joined Telkom in1994. He is a former Managing Executive of Commercial Servicesand Executive of Marketing Services. He holds a BA, BDivinity andBAcc Science (Honours) degrees and has completed the advancedexecutive programme of the Kellogg School of Business.

CHARLOTTE MOKOENA

Chief of Human ResourcesMs Mokoena, former Group Executive of Human Resources fromDecember 2002 to October 2007, was appointed Chief of HumanResources in November 2007. She holds a BA (Hons) degree inhuman resources development from the University of Johannesburg;a BSoc Sciences from the University of the North West and a post-graduate diploma in training and performance management fromLeicester University in the UK.

OUMA RASETHABA

Chief of Corporate GovernanceAppointed Chief Corporate Governance Officer in November2007, Advocate Rasethaba joined Telkom in 2006 as GroupExecutive of Regulatory and Public Policy. She is a former specialdirector of Public Prosecutions at the National Prosecuting Authority.She holds a BProc degree from the University of the North, an LLB(Hons) and Higher Diploma in Company Law from the University ofthe Witwatersrand and an LLM from the University of Pretoria.



Management team

Age at Telkom PositionName 30 June Portfolio Responsibilities appointment appointment

Marius Mostert 54 Network Infrastructure Responsible for network technology, 1973 2007Provisioning strategy, planning, technical product

development and all associated network infrastructure deployment.

Casper Kondo 48 Network Responsible for customer service 1993 2007Chihaka Field Operations fulfilment and assurance network

restoration.

Pierre Marais 50 Network Core Responsible for the technical and 1976 2007Operations operational management associated

with Telkom’s core network.

Zethembe Khoza 51 Contact Centre Responsible for managing all contact 1980 2007Operations points in which customers contact

Telkom, such as call centres, TelkomDirect shops, commercial services and credit management.

Godfrey Ntoele 48 National Sales and Responsible for the national sales and 1997 2007Marketing Operations marketing operations for Telkom’s retail

consumers and business enterprises and direct sales to business customers and government entities.

Bashier Sallie 41 Information Responsible for enterprise wide IT 1986 2007Operations activities including infrastructure,

architecture, applications, support and internet service providers.

Theo Hess 51 Capability Responsible for ensuring that Telkom has 1996 2007Management the right groups of processes, relationships,

assets and resources that enable it to deliver on its strategic objectives.

Amith Maharaj 34 Fixed Mobile Responsible for the development and 2008 2008Convergence Services implementation of the mobile and

fixed-mobile converged business and technical strategy.

Thami Magazi 51 Multi-National Responsible for national and 2001 2007Customers international sales revenue for multi-

national customers and also service and project management to support both national and multi-national sales teams. The portfolio directs Telkom’s service delivery obligations for 2010 FIFA Soccer World Cup.

Alphonzo Samuels 43 Wholesale and Responsible for national and international 1984 2007Marketing Operations wholesale revenue and customer

relationship management.

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Management team (continued)

Age at Telkom Position

Name 30 June Portfolio Responsibilities appointment appointment

Brenda Kali 55 Corporate Guided by the company’s business 2008 2008

Communications plan, vision and brand strategy,

the role of Corporate Communication

is to influence stakeholder behaviour

through effective, timely and measureable

communication making use of world-class

reputation management solutions.

Mike Mlengana 49 Corporate Development Responsible for implementing Telkom’s 1995 2005

international expansion strategy through

business development and merger and

acquisition activities across Africa and

other emerging markets.

Nicola White 37 Investor Relations Responsible for liaising with the investor 2006 2006

community which includes retail

shareholders, analysts and institutional

investors.

Nicolene Rossouw 40 Performance Centre Responsible for the Performance 1997 2007

(Acting) Centre in support of the company’s

customer centricity strategy, marketing

intelligence and to management the

business improvement function.

David Lupafya 36 Strategy (Acting) Responsible for Telkom Group strategy 2008 2008

Deon Fredericks 48 Accounting Services Responsible for financial accounting, 1993 2008

reporting and analysis, financial services,

external and regulatory reporting, capital

work in progress and asset management

Robin Coode 43 Corporate Finance, Overall responsible for taxation, treasury 1992 2008

Specialised Services and corporate investment with specific

focus areas that include share buy-back

evaluations, trustee responsibilities on

retirement funds and a merger and

acquisition role through strategy.

Stafford Augustine 40 Procurement Services Responsible for overall management 2007 2007

of procurement services encompassing

strategic sourcing management of

outsourced entities, corporate support

and BEE.



Age at Telkom Position

Name 30 June Portfolio Responsibilities appointment appointment

Mohammed Dukandar 37 Internal Audit Accountable for developing and 2009 2009

implementing internal audit strategies for

Telkom Group and its subsidiaries and

to ensure proper management of the

internal audit function. Ensure that

significant risks are understood and

managed by management and ensure

that significant risks are independently

and objectively reviewed periodically.

Anton Klopper 47 Legal Services Responsible for managing the provision 1991 2005

of legal advice and assistance to

various business units within Telkom.

Andrew Barendse 42 Regulatory Affairs Responsible for regulatory affairs which 2006 2007

include regulatory strategy and analysis,

regulatory compliance, regulatory pricing

and costing and protecting Telkom’s

regulatory rights.

Charmaine Houvet 36 Governance Responsible for improved governance 1991 2008

in the organisation through the design

and implementation of the Enterprise

Programme office and key company

governance process and policies.

Prelene Schmidt 38 CEO Telkom Responsible for all facets of the 1996 2008

Foundation (Acting) Telkom Foundation.

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a partnershipwith communities,creating synergiesthat benefitSustainability reviewSustainability review 36Corporate governance 42Enterprise risk management 50Black economic empowerment 58Human capital management 62Safety, health and environment 72Corporate social investment 78GRI content index 82

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As one of South Africa’s largestcorporations, Telkom’s public visibility isenormous. Our activities impact on the livesof every South African in one way oranother and so our sustainability must bebeyond reproach.

As the draft King Report III notes: “Althougha company is an economic institution, itremains a corporate citizen and thereforehas to balance economic, social andenvironmental value. The triple bottom lineapproach enhances the potential of acompany to create economic value…”

Telkom has long subscribed to thisphilosophy and sustainability is a key driverof our business strategy. It is a businessopportunity for us, an opportunity wepursue with relentless vigour in all ouroperations.

Last year we reported that we continue tofocus on the transformation of our businessand, to this end, in the latter part of theyear under review we embarked on afocused internal transformation programme,Telkom Renaissance, a programme gearedto ensuring that we become Africa’sleading ICT service provider. It is, at least,a two year initiative during which time the

Company will completely renew itself interms of markets, processes, skills,capabilities and a new behaviour. Our goalis to create a high performance companythat is capable of executing our ‘defend andgrow’ strategy; a company that ischaracterised by profitability, sustainabilityand an ability to realise its vision; acompany that is customer-focused withleading edge value solutions, and where thecreation of value through excellence is thenorm and not the exception.

To date, we have distinguished ourselves

as an entity that subscribes to the values of

good corporate governance but, we can

do better. We can, like the Renaissance

Period of the 14th to 16th centuries that our

initiative is named after, expand our vision

beyond the conventional and traditional,

and sustainability is a key focus area in this

regard.

Stakeholder engagement

The modern corporation must meet the

expectations of a diverse range of

stakeholders and, as such, the

management of stakeholder relationships is

not a nice to have but a critical must.

Throughout the year we refined our

stakeholder management policy to ensure

systematic engagements with:

• Employees

• Customers

• Investors

• Government

• Regulators

• Media

• Suppliers

• Unions

• Civil society

As a result, we achieved:

Employees: A significant improvement in

levels of employee engagement over the

last three years via briefing sessions,

training initiatives and electronic and print

communication. In the year under review

there was an on-going refinement in

promoting a culture of engagement and

internal communication channels. Greater

prominence was given to face-to-face

communication, especially between top

leaders and the next management level, as

well as electronic communication from the

CEO across the company.

The modern corporation must meet the

of a diverse range of stakeholdersexpectations

As one of South Africa’s largest corporations,Telkom’s public visibility is enormous



Customers: Through our Customer

Centricity project we have seen

improvements in customer call centre

operations; our ability to keep our promises

and the reaction time in identifying and

dealing with complaints.

Investors: An improvement in sharing with

them our strategic plans, operational

performance and financial results through

one-on-one briefings; daily consultations;

roadshows and the Investor Relations

website.

Government: A substantial improvement in

our relations with national government as a

result of extensive consultations in which

emerging issues were pre-empted and

promptly dealt with. In addition, our

support for the government’s Programme of

Action, especially in the areas of economic

growth, infrastructure development and the

provision of telecommunications for public

schools, was well received. Our success in

engaging with government is evident in the

irrevocable support provided by

government which resulted in the successful

conclusion of the Vodacom transaction.

Regulators: Regular submissions on new

regulations and responses to enquiries to,

in particular, the Independent Com-

munications Authority of South Africa

(ICASA) and total compliance, where

technically possible, with all the regulatory

requirements in our operational areas.

Media: Media management was

conducted in a structured manner guided

by three focus areas: reactive engagement,

proactive engagement and relationship

building.

Suppliers: The top company award in the2008 Empowerdex Preferential Procure-ment on overall spend survey.

Unions: We continued to engage with theunions through the Restructuring Forum, apurely consultative body where we shareinformation with union leaders; theCompany Forum, the only decision-makingstructure on issues that require negotiations;the National Employment Equity and SkillsDevelopment Forum and Task Teams whichconsist of both management and unionrepresentatives and which deal withspecific issues.

Civil society: Traditionally, telecommuni-

cations companies and utilities are at the

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Sustainability review (continued)

bottom of global reputation studies as they

face an uphill battle to communicate with

the public. As a result of this, we embarked

on a reputation study in May 2008 to

measure and analyse attitudes and

perceptions about us amongst various

stakeholder groups. In the year under

review approximately 3,700 interviews

were conducted. It was gratifying to note

that our reputation improved significantly,

albeit from a low base. There was

increased recognition in our key areas

of products/service; leadership and

governance and a significant improvement

in the perceptions of our corporate social

investment programme.

Going forwardIn the 2009/10 financial year we willfocus on developing unambiguousstakeholder value statements that detail ourpromises to our stakeholders and, equallyimportantly, internal scorecards for us tocheck how we live up to those promises.

Group communication and brandGroup communication and brand wasinfused with a renewed sense of purposefollowing the appointment of one of SouthAfrica’s leading communications experts,Brenda Kali, as Group Executiveresponsible for this function.

Guided by the decision to integrate andalign communication processes andpractices with Telkom’s brand position andvalues system to ensure greater credibilityamongst our stakeholders, we focused ontwo specifics – the management ofstakeholder relationships and reputation,and brand and image management.

Group communicationand brand was

with a renewedsense of purpose

infused



• Interfacing with the media

While the media is an influential stakeholder in its own right, it is

also a vehicle through which we can communicate to our

broader stakeholder base. To this end, a dedicated media unit

was established to ensure we sent out a consistent message to

enhance our reputation and create greater brand awareness.

On the reactive front, the vast scope of our activities ensured a

very high level of media interest in the year under review. Media

enquiries ranged from our growth and expansion plans to cable

theft, the provision of broadband, regulatory issues, the evolution

of the network, our financial results, service delivery, customer

complaints and corporate governance.

As a result of our commitment to providing accurate and strategic

information to the media, our reputation took a turn for the better.

During the year under review, the value of proactive media

engagement was underscored in three areas – the 2010 Soccer

World Cup; the sale of our shares in Vodacom and the strategic

agreement with AT&T.

2010 World Cup

As FIFA’s main partner in the development of fixed-line network

infrastructure, we are responsible for providing infrastructure and

communication services. Our capabilities in this regard were

highlighted through media site visits and face-to-face interviews

with the key people in our 2010 project office.

The Vodacom transaction

Throughout the transaction process from November 2008 to

June 2009, journalists were given as much access as they

requested to our key top management team.

The AT&T agreement

At the announcement of the strategic memorandum of

understanding, journalists had the opportunity to spend time with

the role players from both companies.

We pride ourselves not only on building strong relationships

between the media and our management team, but also on

enhancing the media’s knowledge of the IT industry as a whole.

In the year under review we hosted a number of well attended

functions, including inviting key media to the Southern African

Telecommunication and Applications conference.

• Connecting with our employees

In addition to refining our internal communication channels, we

provided effective and timeous communication to all employees

on the progress of our transformation programme, Telkom Renais-

sance. The programme’s specific communication was given a

highlighted visual appearance to distinguish it from other

electronic communications and to emphasise the status of each

message. Weekly messages containing detailed information on

the project’s progress were issued and a tailor-made web site

d

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Group overview


To ensure greater credibility amongst ourstakeholders we focused on two specifics– the management of stakeholderrelationships and reputation, and brandand image management.


Sustainability review continued

was set up to enable employees to ask

questions, make suggestions and receive

feedback.

As the torch bearer of the programme, the

CEO was highly active in all internal

communications via our Skytrain interactive

satellite-based network; our digital media

services and ‘from the desk of the CEO’

e-mails.

On a more generic level, a number of

initiatives were launched during the

reporting period, for example a cross-

functional editorial committee for our

Online print channel; the opening of a

weekly E-news channel and an e-mail

based desktop broadcast system.

We also put together a number of face-to-

face sessions at top and senior

management level where the Group’s

strategy and business approach was

debated.

To reinforce the visibility of our involvement with the

two giant footballs are being erected on twoprominent Johannesburg and Pretoria landmarks

World Cup



Partnering with Human Resources

Group communication and brand played a pivotal role in

communicating Human Resource initiatives to employees. These

ranged from changes in employee benefits to the Renaissance

programme. Where necessary, the communications function was

supplemented by event management.

Brand and image management

In our view, the brand concept is much more than just logos and

products. It also promises an experience and a relationship. As a

result, in the year under review, the full spectrum of brand activities

was incorporated into the communication function.

Our brand has matured since Telkom was formed in 1991 and,

as a result, a process was initiated during the year to rebuild it and

create a fresh, innovative look and feel to give us a more modern,

vibrant and customer-focused brand.

To support this, a new Vision, Mission and Value (VMV) statement,

together with a VMV-wired concept, was developed to ensure that

our employees wholeheartedly embrace and accept the brand

and, in the process, deliver the brand promise to our customers.

2010 Soccer World Cup sponsorship

To reinforce the visibility of our involvement with the World Cup,

two giant footballs are being erected on two prominent

Johannesburg and Pretoria landmarks – the Hillbrow and

Lukasrand towers. As a further reminder of our commitment and

expertise, a number of TV commercials were produced and

broadcast.

Artist’s impression of the Lukasrand tower

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Corporate governance

Compliance

The Telkom Board subscribes to and is fully

committed to sound business principles and

practices of integrity and accountability,

and values of good corporate governance

as espoused in the Code of Corporate

Practices and Conduct of King II (the

Code). In so doing, the directors recognise

the need to conduct the enterprise in

accordance with best corporate practices.

The Board is of the view that Telkom

complies in all material respects to the

principles of the Code. While it

acknowledges the importance of good

governance, the Board is aware that

Telkom does not strictly comply with certain

principles set out in the Code. These areas

of non-compliance stem mainly from certain

provisions in Telkom’s articles of

association. Most of the areas of non-

compliance will be resolved by no later

than March 2011, when the provisions of

Telkom’s articles of association resulting in

non-compliance with the Code fall away or

earlier if the shareholding of a significant

shareholder falls below certain stipulated

levels.

Chairman and Board of directorsThe Board takes overall responsibility forthe company and its role is to exerciseleadership and sound judgement indirecting it to achieve continued prosperityand to act in the best interests ofstakeholders.

Telkom has a unitary Board comprising 12directors. In accordance with Telkom’sarticles of association, five non-executivesincluding the Chairman have been

appointed by the government of SouthAfrica (the Class A shareholder) and onenon-executive appointed by Black Ginger33 (the Class B shareholder).

There are four other non-executive directors

who are appointed at the company’s

annual general meeting and are

considered to be independent, as set out in

King II and the JSE Listings Requirements.

The executive directors on the Board are

the Chief Executive Officer and the Chief

Financial Officer. In line with best practice,

the roles of the Chairman and Chief

Executive Officer have been separated.

The Board is led by Ms ST Arnold, the

Chairman, while operational management

of the Group is the responsibility of

Mr RJ September, Chief Executive Officer.

In terms of the articles of association, the

non-executive directors appointed by the

Class A shareholder have a fixed term of

three years and may be re-elected to the

Board by those shareholders. The

Chairman has a term of one year and is re-

elected as Chairman for the ensuing year

by the Class A shareholder. The four

independent non-executive directors are

subject to retirement by rotation and re-

election by shareholders at least every

three years in accordance with the articles

of association and JSE Listings

Requirements.

The holders of the Class A and B ordinary

shares are the government of South Africa

and Black Ginger respectively. The only

significant shareholder is the Class A

shareholder who currently holds 39.8% of

the issued ordinary shares in the company.

The significant shareholder has certain

Board-reserved matters which are detailed

in the company’s articles of association.

Pursuant to the articles of association, whilst

the government is a significant shareholder,

neither Telkom nor any of its subsidiaries

may take action with respect to certain

reserved matters unless authorised by the

Board. In addition, the authorising

resolution of the Board must have received

the affirmative vote of at least one of the

directors appointed by the government.

The Board takes overall responsibility for the Group and its role is to exercise leadershipand judgement in directing it to achieve continued prosperity and to act in the bestinterests of stakeholders.



The members’ resignations and appointments

to the Telkom Board of directors during the

year under review are as follows:

Resignations

MJ Lamberti 3 June 2008

AG Rhoda 3 July 2008

Appointments

B Molefe 3 July 2008

PG Joubert 12 August 2008

DD Barber 1 September 2008

PG Nelson 8 December 2008

Company Secretary

All directors have access to the advice and

services of the Group Company Secretary,

who is responsible for ensuring the proper

administration of the board and corporate

governance procedures. The Group

Company Secretary provides guidance to

the directors on their responsibilities within

the prevailing regulatory and statutory

environment and the manner in which such

responsibilities should be discharged.

Details of the secretary’s business address

and the company’s registered office are set

out on inside back cover.

Delegation of authority

The ultimate responsibility for the Group’s

operations rests with the Board. The Board

retains effective control through a well-

developed governance structure of Board

committees which specialise in certain

areas of the business. Certain authorities

have been delegated to the Chief

Executive Officer to manage the day-to-day

business affairs of the company. The Group

executives assist the Chief Executive Officer

in discharging his duties and the duties of

the Board when it is not in session.

However, in terms of statute and the

company’s constitution, together with the

revised delegation of authority, certain

matters are still reserved for Board and/or

shareholder approval.

Committees

The Board is assisted in discharging its

duties through its committees. During the

year under review, the Board merged the

Investment and Strategy Committees.

Board meetings

Board meetings are held at least once a quarter. In addition to these meetings, whenever

circumstances dictate the necessity, special Board meetings are convened. During the year

under review, four scheduled Board meetings were held and 11 additional special Board

meetings were convened. Details of attendance by each director including attendance at

committee meetings of the Board are set out in the table below. Certain members of senior

management attend Board meetings when invited to make presentations on particular

company issues of interest to the Board. A majority of directors, one of whom must be a

representative of the Class A shareholder, is required for a quorum for Board meetings.

The following table presents the attendance of meetings held during the 2009 financial

year by directors:

Scheduled SpecialNumber of Number of meetings1 Attendance meetings1 Attendance

Non-executiveST Arnold (Chairman) 4 4 11 11DD Barber 3 3 4 4B du Plessis 4 4 11 11RJ Huntley 4 4 11 10PG Joubert 3 2 5 4MJ Lamberti 0 0 4 3VB Lawrence 4 4 11 11PCS Luthuli 4 4 11 9KST Matthews 4 3 11 10B Molefe 4 1 6 3AG Rhoda 0 0 5 4E Spio-Garbrah 4 4 11 10

ExecutiveRJ September 4 4 11 11PG Nelson 1 1 1 1

1 The table represents the possible meetings based on the appointment and resignation dates of

members.

Executive committeeThis committee consists of the two executivedirectors that serve on the Board ofdirectors and chief executives of the TelkomGroup. The Chief Executive Officer is theChairman of this committee and has thepower of authority to, among other things:

• Implement approved business plans,annual budgets and all other mattersand issues relating to the achievementof Telkom’s obligations under itslicences, including without limitationsnetwork expansion, equipmentprocurement, tariff setting andpackaging, customer service andmarketing; and

• Prepare, review and recommend to theBoard the annual budgets and anyamendments thereto.

Audit and risk committee (ARC)

The ARC is chaired by Mr PCS Luthuli, anon-executive director; it held fourscheduled meetings and six specialmeetings during the financial year. Mr Luthuli is considered an audit committeefinancial expert within the meaning of therequirements of the US Securities andExchange Commission (SEC). He is achartered accountant.

In terms of its charter, the ARC evaluates theGroup’s systems of internal and financialcontrol; reviews accounting policies andfinancial information issued to the public;reviews the performance of the internal andexternal auditors and determines the feespayable to the external auditors. It alsodetermines and monitors the use of theexternal auditors for non-audit related

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Corporate governance (continued)

services. The committee examines, reviewsfinancial results and recommends same tothe Board for approval. A quorum for ameeting is two members.

As at March 31, 2009, the committeecomprised four non-executive directors ofwhich three are considered independent:

Mr PCS Luthuli (independent)Mr RJ HuntleyMr DD Barber (independent)Mr PG Joubert (independent)

The new terms of reference of thecommittee were approved during the year.

At the time of the Chief Financial Officer’sappointment on December 8, 2008 theaudit and risk committee satisfied itself ofthe appropriateness of his credentials,professionalism, technical competency andexperience.

The audit and risk committee will conduct asimilar review on an annual basis asrequired by the JSE Listings Requirements.

The internal and external auditors haveunlimited access to the Chairman of theaudit and risk committee.

The audit and risk committee is satisfiedthat Ernst & Young is independent inaccordance with section 270A of theCorporate Laws Amendment Act, andnominated the re-appointment of Ernst &Young as registered auditors for the2009/2010 financial year.

Nominations committee

The nomination committee, which must have

a minimum of three members and is chaired

by an independent non-executive director,

consists of Mr PCS Luthuli (Chairman),

Ms ST Arnold and Mr B du Plessis. A quorum

for a meeting is two members.

The committee makes recommendations to

the Board on the composition of the Board,

and the balance between executive, non-

executive and independent non-executive

directors with regard to all aspects of

diversity and experience.

The committee is responsible for identifying

and nominating candidates and formulating

succession plans for the approval of the

Board.

In addition, the committee recommends to

the Board continuation (or not) of services

of any director who has reached the

retirement age as well as directors who are

retiring by rotation, for re-election.

Investment and strategy committee

The investment and strategy committee,

consists of Mr DD Barber (Chairman),

Dr E Spio-Garbrah, Mr RJ Huntley,

Mr RJ September, Mr PG Nelson and

Dr VB Lawrence.

The function of the committee is to assist the

Board in evaluating investments, corporate

actions and key funding and financial

proposals.

Human resources review and

remuneration committee (HRRRC)

The committee consists entirely of non-

executive directors. Mr B du Plessis, an

independent non-executive director, was

appointed as Chairman of the HRRRC as

of June 2008. The HRRRC comprises the

following non-executive directors, of which

two must be independent:

Board committees

in distinctive business areas

specialiseMr B du Plessis (Chairman)

Mr PG Joubert (independent)

Ms KST Matthews

Mr E Spio-Garbrah

The HRRRC held four scheduled meetings

and one special meeting during the

financial year. This committee, in

consultation with management, ensures that

the Group’s directors and senior executives

are fairly rewarded for their individual

contribution to the Group’s performance. In

fulfilling its duties, the HRRRC gives

consideration to industry and local

benchmarks to ensure that remuneration

packages remain competitive. Senior

executives receive a salary, short-term

incentive and an allocation in terms of the

rules of the Conditional Share Plan.

Medical and retirement benefits are also

offered. Remuneration packages are

reviewed annually and performance

bonuses are linked both to individual

performance and to the performance of the

Group. Non-executive directors are paid

fees for their services as directors of the

Company and for their participation as

members of the Board committees.

Board effectiveness

An appraisal of the effectiveness of the

Board was conducted externally during the

year. The appraisal was benchmarked

against the strategic requirements of Telkom

SA to ensure the capacity to deliver these

requirements and strengthen the diversity

and sector expertise of directors. The

appraisal was positive and its

recommendation will be followed through

implementation.



Share dealings

In line with JSE Listings Requirements and

the Group’s insider trading policy,

executives who wish to trade in Telkom

securities are required to obtain prior

written approval from the Chairman of the

Board and the Group Company Secretary

before dealing in Telkom securities. The

Group operates closed periods as defined

in the JSE Listings Requirements. Additional

closed periods are enforced, when

required, in terms of corporate activities as

and when these occur.

Compliance with Sarbanes-Oxley

The Sarbanes-Oxley Act of 2002 was

passed in the United States of America to

protect investors by improving the accuracy

and reliability of corporate disclosures,

accounting practices and corporate

governance. Telkom, as a listed company

on the New York Stock Exchange (NYSE),

registered in terms of the US Securities

Exchange Act of 1934, is required to

comply with the Sarbanes-Oxley Act.

Telkom is committed to good corporate

governance practices and compliance with

the Act as directed by the US Securities

and Exchange Commission (SEC).

Telkom’s Sarbanes-Oxley steering committee

represents divisions directly impacted by

the requirements of the Act. Working

closely with line management, a Sarbanes-

Oxley compliance team is responsible for

ensuring that risks and controls that may

impact on the integrity of financial

reporting are properly documented,

reviewed and reported on. The

independent external auditor attested to

and reported on management’s assessment

of the effectiveness of internal control over

financial reporting for the year ended

March 31, 2009.

The Chief Executive Officer and the Chief

Financial Officer (CFO) have certified that

the requirements of Section 302 have been

met for the year ended March 31, 2009.

In addition to the Sarbanes-Oxley Act, the

NYSE corporate governance rules,

approved by the SEC, permit NYSE-listed

companies that are foreign private issuers,

such as Telkom, to follow home-country

practices in lieu of the requirements

applicable to listed US companies, subject

to certain exceptions.

In particular, foreign private issuers must

have an audit committee that satisfies the

requirements of Rule 10A-3 under the

Securities Exchange Act of 1934, as

amended and must disclose the significant

ways in which their corporate governance

practices differ from those followed by US

companies under the NYSE listing

standards. In addition, the CEO of a

foreign private issuer must promptly notify

the NYSE in writing after any executive

officer of the listed company becomes

aware of any material non-compliance with

any applicable provisions of the NYSE

corporate governance standards and

foreign private issuers must submit an

annual and interim written affirmation to the

NYSE with regard to compliance with the

foregoing requirements and certain

changes to their audit committees.

As a foreign private issuer the definition of

independence of directors for Telkom is

only relevant to the audit committee and is

included in Rule 10A-3 of the US Security

Exchange Act. This states that each

member of the audit committee must be a

member of the Board and should be

independent as defined in Rule 10A-3

(b)(1)(ii) of the US Securities Exchange Act.

A member of an audit committee of a listed

issuer may not, other than in his capacity

as a member of the audit committee, the

Board, or any other Board committee:

• Accept directly or indirectly anyconsulting, advisory or othercompensation from the listed entity; and

• Be an affiliated person of the listedentity.

An affiliated person of an issuer is a person

who directly, or indirectly, through one or

more intermediaries, controls, or is

controlled by or is under common control

with the issuer.

Rule 10A-3(b)(1)(iv)(E) of the US Securities

Exchange Act provides an exemption from

the prohibition on being an affiliated

person of the issuer for an audit committee

member of a foreign private issuer, who is

a representative or designee of a foreign

governmental entity that is an affiliate of the

foreign private issuer if the member is not

an executive officer of the foreign private

issuer.

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Key differences between NYSE corporate governance listing rules and Telkom practice are:

NYSE rules Telkom practice

Board of directors

Composition The Board of directors should have a majority The majority of Telkom’s directors are non-executive

of independent directors. Four of the 12 directors are considered independent, based

on the King II definition of ‘independent’. Based on their

ordinary shareholding at March 31, 2009 and their

holding of the Class A and Class B shares respectively, the

government is entitled to appoint five directors to the Board,

while Black Ginger is entitled to appoint one director to the

Board.

King II defines an independent director as a non-executive

director who:

• Is not a representative of a share owner who has the

ability to control or significantly influence management;

• Has not been employed by the company or the Group,

of which it currently forms part, in any executive capacity

for the preceding three financial years;

• Is not a member of the immediate family of an individual

who is, or has been in any of the past three financial

years, employed by the company or the Group in an

executive capacity;

• Is not a professional advisor to the company or the

Group other than in a director capacity;

• Is not a significant supplier to, or customer of the

company or Group;

• Has not been a significant supplier to, or customer of the

company or Group;

• Has no significant contractual relationship with the

company or Group; and

• Is free from any business or other relationship that could

be seen to materially interfere with the individual’s

capacity to act in an independent manner.

Board committees

Committees Companies are required to establish an audit Telkom has an ARC, investment, and strategy committee,

required committee, a nominating or corporate nominations committee and HRRRC. For the description and

governance committee and a compensation composition of these committees and the members refer to

committee. Each of these committees must have pages 43 and 44. Board members who are not appointed

a written charter that addresses certain matters by the Class A and B shareholders are appointed by

specified in the NYSE listing standards, shareholders at the annual general meeting as stipulated in

including the committee’s purpose and Telkom’s articles of association. Telkom does not perform an

responsibilities and an annual performance annual performance evaluation of each committee.

evaluation of each committee.



NYSE rules Telkom practice

Board committees

Composition All of the required committees should be All the committees have non-executive directors as members.

composed entirely of independent non-executive However, not all non-executives are independent.

directors.

Audit committee

Written charter The audit committee must have a written charter The ARC has a written charter. The responsibilities of the

that addresses certain matters specified in the ARC are described in further details, on pages 43 and 44.

NYSE listing standards, including the In addition, Telkom’s audit and risk committee charter, as a

committee’s purpose, an annual performance listed issuer, complies with the Sarbanes-Oxley

evaluation and the duties and responsibilities of requirements.

the audit committee.

Composition The audit committee must include a minimum The ARC consists of four non-executive members of Telkom’s

of three members that satisfy the independence Board of directors, three of which are independent.

requirements of both the NYSE listing standards Pursuant to the Sarbanes-Oxley Act, each member of

and the Sarbanes-Oxley Act. Telkom’s ARC, as a non-US listed company, is a member of

the Board of directors. In addition, although one of the

members is appointed by the government, who may be

deemed to be affiliated persons of Telkom, such

appointments fall within the exception for the SEC

independence requirements.

Each of the members of the audit committee For members’ work experience refer to pages 28 to 29 under

must be financially literate. In addition, at Board of directors. The Chairman of Telkom’s ARC,

least one member of the audit committee Mr PCS Luthuli, who is a Chartered Accountant, is

must have accounting or related financial considered an audit committee financial expert within the

management skills. An audit committee financial meaning of item 16A of the requirements of Form 20-F in

expert within the meaning of the SEC rules terms of the definition in the Sarbanes-Oxley Act. The SEC

adopted pursuant to the Sarbanes Oxley Act has determined that the audit committee financial expert

satisfies this requirement. designation does not impose on the person with that

designation any duties, obligations or liabilities that are

greater than the duties, obligations or liabilities imposed on

such person as a member of the audit committee in the

absence of such designation.

Disclosure and

Communication

Corporate Listed companies are required to adopt, and The corporate governance statement is available on the

governance post on their websites, a set of corporate company’s website, www.telkom.co.za/ir.

guidelines governance guidelines and the charters of their

most important committees, including at least the

audit, and, if applicable, compensation and

nominating committees. The guidelines must

address, among other things: director qualification

standards, director responsibilities, director access

to management and independent advisers,

director compensation, director orientation and

continuing education, management succession,

and an annual performance evaluation of the

Board of directors.

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Internal controls

Our internal control environment is

monitored by the ARC, which:

• Ensures that risks are identified and

assessed.

• Ascertains that all systems and

processes to prevent and/or mitigate

these risks are monitored; and

• Reviews the quality of reporting and

adherence to internal policies and other

governance best practices.

Our organisational structure facilitates and

allows the flow of information upstream,

downstream and across all business

activities. This is supported by formal

mechanisms in place to communicate the

responsibilities and expectations of

business activities at executive level.

Section 404 of the Sarbanes-Oxley Act

requires that companies listed on the NYSE

annually evaluate and report on the

effectiveness of their controls over financial

reporting. We submit progress reports at

least quarterly to the ARC which then

reports to the Board.

Our internal audit function plays a key role

in providing an objective view and

continuous assessment of the effectiveness

of the internal control systems throughout

the Group to both management and the

ARC.

Mechanisms are in place that capture andreport on identified internal control

Telkom Audit Services (TAS) is an independent andobjective assurance and consulting function that focuses on a balance between

and value enhancementvalue protection

weaknesses, including processes thatascertain the level at which deficienciesare reported. Significant deficiencies andmaterial weaknesses in internal controls arereported to top management, the Board orthe ARC, and the external auditors.

Telkom Audit Services (TAS)

TAS, in accordance with global bestpractices, is a value-adding, independentand objective assurance and consultingfunction, designed to add value to, andimprove our operations. Its mandate is toprovide an independent assessment on thereliability of financial reporting, validatecontrol systems and provide an oversight ofmanagement and overall businessactivities, bringing a systematic, disciplinedapproach to the evaluation andimprovement of the effectiveness of riskmanagement, internal controls andcorporate governance processes. Incarrying out its mandate, TAS co-ordinateswith other control and monitoring functions(enterprise risk management, compliance,security, legal, ethics, environment andexternal audit).

TAS is required to provide reasonableassurance and to determine whether or notour control processes and systems areadequate and functioning to ensure that:

• Resources and assets are effective andefficiently used and adequatelyprotected;

• Risks are appropriately identified andmanaged;

• Significant financial, managerial and

operating information is accurate,

reliable and timely;

• Employees’ actions are in compliance

with policies, standards, procedures,

applicable laws and regulations;

• Significant legislative or regulatory

issues impacting on us are recognised

and addressed appropriately; and

• An assessment is provided regularly of

the adequacy and effectiveness of our

corporate governance, risk and control

processes for controlling our activities

and managing our risks.

To ensure the independence of TAS, the

Group Executive: Telkom Audit Services

reports functionally to the ARC Chairman

and administratively to the Chief Financial

Officer and has direct access to the Chief

Executive Officer. In this context, the ARC

oversees processes related to financial risks

and internal controls, financial reporting

and the monitoring of internal and external

auditing processes. In carrying out its

duties, the team has unrestricted access to

all Telkom functions, records, property and

personnel.

The TAS team conducts audit work, or any

other task, in accordance with the internal

auditing standards set by the globally

recognised Institute of Internal Auditing

(IIA). This requires compliance with the

Standards or Professional Practice of

Internal Auditing (SPPIA) and, in particular,



n

the codes of conduct and ethics that are promulgated from time to

time by relevant professional bodies and any other corporate

governance initiatives. Internal audit practices and activities are

also benchmarked independently by an authoritative external party

as recommended by the SPPIA and required by the ARC.

The Network Operations Centre (NOC)

Our world-class campus in Centurion, outside Pretoria,

enables us to offer our customers an integrated solution to

their network requirements. At its heart is the Network

Operations Centre (NOC). Developed from the best in

world-class practices and centres, it employs the latest

technologies and houses high level technical skills and

support teams. It offers full network monitoring, fault

management, configuration management, accounting

management, performance management and security

management 24 hours a day, seven days a week.

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Enterprise risk management

Our Enterprise Risk Management (ERM)

strategy was comprehensively reviewed

during the year, in particular the capturing

and reviewing of the high risks for

the business for the Telkom enterprise

risk management committee (TERMC),

together with the compilation of an

improved TERMC report.

As a result of certain gaps identified by

KPMG’s risk maturity assessment, the risk

management framework, risk policy and

procedure deliverables were updated and

approved by the Board.

A proposed risk reporting format for the

various risk committees was developed to

help the audit and risk committee (ARC)

monitor ERM’s effectiveness across the

Group and the Risk Portfolio was monitored

on an on-going basis.

Our various subsidiaries and service

organisations completed risk management

compliance plans and all Telkom SA policies

were endorsed. In addition, all Telkom

Group subsidiaries are now covered.

Enterprise risk management governance

We manage a variety of risks including

financial; political; regulatory; technology;

human capital; operational; safety, health

and environment; security; strategic and

We manage a variety of risks including financial,political, regulatory and technology across the

Maur i t a i n i aMa l i

N ige r

Ben in

Bu rk ina

L ibe r i a

S i e r ra L eone

Senega l

E th i op iaSoma l i a

Gu inea

Madagas ca rMozamb ique

Bo t swana

Ango la

DRC

Burund i

Rawanda

UgandaCongoGabon

Cameroon

Z imbabweNamib ia

Zamb ia

Tanzan ia

Keny a

Cen t ra l A f r i c anRepub l i c

Sudan

Le so tho

Swaz i l and

Sou th A f r i c a

N ige r i aTogo

GhanaI vo r yCoa s t

Gamb ia

Ove r l ap o f P r imar y Ope ra to r so f A f r i c a On l i ne and MWEB

Ove r l ap o f Mu l t i - L i nk s and MWEB

On ly A f r i c a On l i ne Ope ra to r s

Ove r l ap o f D i s t r i bu to r s o fA f r i c a On l i ne and MWEB

On ly A f r i c a On l i ne A f f i l i a t e s(Pa r tne sh ip w i t h A - l i nk )

Te l kom S A L im i t ed

S AT -3

S AT -3

S AT -3

S AT -3

EASSy

EASSy

EASSy

Equa .Gu inea

African continent



Enterprise risk management governanceEnterprise risk management at Telkom is guided and monitored by various committees that have adopted certain principles to assist themin executing their respective enterprise risk management functions. The model below outlines the key enterprise risk management structures,the key role-players and their roles and responsibilities.

t

Management review


Performance review


CompanyFinancial

Information

Group overview



Enterprise risk management (continued)

legal, across the African continent. These

are identified, measured and monitored

through various control mechanisms.

Our Board which sets the risk management

standard and risk appetite* for the group is

supported by various committees whose

responsibilities include:

• Reviewing and recommending to the

Board risk management standards,

including risk control principles and

overall risk measure.

• Reviewing the overall risk appetite and

profile of the Group.

• Reviewing significant changes in the risk

framework, risk policy and the various

procedures that support the risk strategy.

• Reviewing the dashboard of strategic

risks that impact on us; and

• Reviewing reports on specific material

aspects of our risk governance and risk

management processes.

On a daily basis, risks are managed by a

number of committees (see chart), mainly

through the ARC, which reports to the

Board.

*Risk appetite is a framework which we use to measure

the ‘amount of risk’ – on a broad level – which we are

prepared to accept in our pursuit of our strategic and

financial objectives. As part of our business strategy, it

helps management allocate resources across the various

service organisations to ensure that objectives are met.

Responsibility and accountability

• The Board

The Board, through the ARC, is responsible

for the total risk management process and

the formation of its own opinion on the

effectiveness of the process. The Board

approves the risk strategy in liaison with,

and through recommendations of, the

ARC.

• Audit and risk committee (ARC)

The ARC, which is empowered by the

Board, operates within written guidelines

established by it. The ARC is responsible

for reviewing and monitoring our risk

management performance and providing

an on-going high level risk assessment

to the Board. To ensure it fulfils its

responsibilities, the ARC can access any

information it needs.

• Telkom enterprise risk management

committee (TERMC)

This is a dedicated risk management

committee appointed by the ARC to

implement an effective risk management

process that will optimise our risk taking.

• Group managementThe senior and line management teams of

our service organisations are responsible

for effective risk management.

Enterprise risk management framework

Risk is an unavoidable consequence of

doing business but, managed correctly, it

can be an opportunity for us to operate

competitively.

In our quest to be the leading customer and

employee-centred ICT solutions service

74%

10%

8% 8%

2006/07

Copper cable Dect (CPE) Optic Damages (unknown third parties)

69%7%

11%13%

2007/08

68%3%

14%

15%

2008/09

We practice a risk management approachthat triggers an

and dynamic approach

informed

In the year under review our coppercable losses amounted to R284.9 millionexcluding outbound revenue losses whichis estimated at R907 million.

Loss statistics for 2008/2009



provider, we practice a risk management

approach that triggers an informed and

dynamic response through the evaluation

and management of the many

opportunities and threats that permeate our

business environment.

Protecting our assets

To minimise, and preferably prevent, fraud,

corruption and theft, we have a Telkom

Asset and Revenue Protection Services

(TARPS) section in place. Its scope includes

forensic services, a fraud committee and

an anti-fraud policy statement.

Forensic services investigates all fraud-

related activities; the committee, which

meets continuously, monitors all fraud-

related activities and the policy statement

implements fraud risk management.

Although no major fraud incidents were

reported in the year under review, asset

theft losses increased by 27%, mainly as a

result of information technology equipment

compliance which highlighted past

lost/stolen equipment at ‘unknown times’.

The Telkom Crime Hotline 0800 124 000

The Hotline 0800 124 000, which takes

calls from employees and the public

regarding any Telkom-related alleged

unethical or criminal activities, was

contracted out to an independent

administrator on January 1, 2009 in

compliance with the Sarbanes-Oxley Act

requirements. The administrator does,

however, forward all information to TARPS

for investigation.

As a result, employee trust in the line has

been rejuvenated in terms of anonymity. In

addition, our Whistleblower policy was

updated to ensure more effective support

for the whistleblowing process.

Security services

We continue to use physical and technical

security services for physical access control

to all our sites and the protection of our

assets, and the provision of electronic

solutions for all our security needs and

requirements.

Cable theft has

to affect our operations

Statistics

2006/07 2007/08 2008/09

Total incidents reported 9,279 7,954 7,216

Total cases investigated 8,863 7,838 7,116

Total cases resolved 8,443 6,427 5,960

Case types investigated

TARPS investigations

Asset theft 1,794 2,026 2,573

Burglary 117 141 196

Business Code of Ethics 294 293 265

Fraud 192 124 130

Line management requests 72 27 15

Payphones 224 157 112

Reputational risk (Refund scam) 594 469 657

Robbery 111 159 244

Security breaches 57 16 16

Vehicle 96 39 19

Forensic projects 3 – –

Total TARPS investigations 3,554 3,451 4,227

Network Protection Services (NPS) investigations

Cable 3,399 3,198 2,018

Network fraud 786 716 690

Solar panel theft 1,124 473 181

Total NPS investigations 5,309 4,387 2,889

Successes

Number of arrests 1,250 1,079 568

Number of convictions 156 165 128

Management review


Performance review


CompanyFinancial

Information

Group overview




Cable theft

Cable theft has been a problem for the last

10 years and increased at an alarming

rate. In the year under review our copper

cable losses amounted to R284.9 million

excluding outbound revenue losses which

is estimated at R907 million.

Our main cable network and open wire

routes have been targeted by highly

organised syndicates and, on our smaller

cable routes, we have seen an increase in

petty crime. The key drivers, we believe,

are the rising price of copper which, on

average, increased by 600% over the last

five years, and the strong demand for the

metal from international markets, in

particular China.

While the problem is not unique to us or,

indeed, South Africa, as evidenced by

reports from, amongst other countries,

Zambia, Tanzania, Kenya, Great Britain

and the United States, it is impacting on

our performance as the resources used to

replace the stolen cable should actually

be used to roll out new infrastructure and

provide new services.

We have instituted a number our own

contingency measures – the investment of

millions of rands in security personnel; cable

alarms; placing cables underground;

replacing manhole covers with lockable lids,

closer working relationships with the South

African Police Services, Non-Ferrous Theft

Combating Committee and Business Against

Crime, amongst others – to combat the

problem.

In addition, we believe the amendedSecond Hand Goods Act, whose aim is to

The Second Hand Goods Actprovides for stiff

including imprisonment

Cable statistics

Total cable losses

R millions 2006/07 2007/08 2008/09

Copper cable 227.1 194.6 190.6

Dect (CPE) 31.8 20.0 9.2

Optic fibre 25.7 31.6 40.0

Damages 26.1 37.7 40.8

Payphone vandalism 15.0 5.8 4.3

Total 325.7 289.7 284.9

Cable theft repair costs

R millions 2006/07 2007/08 2008/09

Copper 179.5 151.2 141.2

Fibre 5.5 7.9 10.2

Total 185.0 159.1 151.4

Estimated outbound revenue loss due to cable theft

R millions 2006/07 2007/08 2008/09

Outbound revenue1 368.1 626.3 906.8

1 Estimates based on certain assumptions

penalties



regulate the business of dealers in second hand goods in order tocombat the trade in stolen goods, will be a valuable tool in thefight against this problem.

The Act provides for stiff penalties, including imprisonment, forconvicted metal thieves and scrap metal dealers.

We are also lobbying to have copper declared in the samecategory as diamonds and for charging cable thieves with‘sabotage’ instead of ‘theft’.

Telkom Business Continuity Management (BCM)In 2002 we established the Telkom Business Continuity/DisasterRecovery unit (Telkom BC/DR) which mainly focused on thereadiness of our critical sites in case of a disaster or major incident.

In February 2008, we reviewed BC/DRs network-driven focusand re-established the function as an enterprise-wide BusinessContinuity Management organisation. Its focus areas are toimprove all disaster-related activities across the Group, rangingfrom management to operations and systems.

A key deliverable in the year under review was the re-establishment of our BCM Institutional Capacity which resultedin an improved BCM Governance, Additionally, we reviewed ourBCM company policy and charter, the implementation of a BCMtraining programme – which 32.1% of Telkom managers andsenior managers completed – the review of the BCM websiteand generic BCM awareness on all managerial levels. Theestablishment and implementation of operational businesscontinuity plans was also a key deliverable.

Going forwardOur key focus areas for the year ahead are:

• Implement, through a phased approach, the revised ERMstrategy and align it to an enterprise-wide view of all risks.

• Upgrade our risk management training programme.

• Align corporate governance and ERM to the draft King III code.

• Conduct compliance risk assessments in terms of the agreedframework.

• Present the first critical element in the determination of our riskappetite – the draft Risk Bearing Capacity (RBC) – to TERMC.

• Create an independent division by separating ERM from theARC, but ensuring that audit is still an integral part of our overallrisk management; and

• A significant enhancement of the quality of ERM reporting to theBoard, business units and subsidiaries.

We will also continue to improve our communication to internaland external stakeholders through a review and furtherdevelopment of our risk management processes. Our riskmanagement database will also be re-examined to ensure weprovide timeous, current, accurate and accessible information toour stakeholders.

ent

Menlyn Park – the flagship of the new generation

TelkomDirect stores

Since its opening in December 2008, the TelkomDirect store

in Pretoria’s up-market Menlyn Park shopping centre has

proved to be a huge hit with customers, justifying our faith in

launching this ‘third generation’ store offering to South

African consumers.

Open seven days a week from 09:00 to 19:00, the store

is one of the 136 we have in major shopping centres across

the country.

It provides not only a range of goods from fixed mobile

conversions (the phones of the future) to laptops, ADSL units,

mobile phones, play stations and satellite navigation units,

but also free technical support.

“Basically,” says store manager Thobeng Choeu, “we can

fix or help with anything that is software-related. No other

operator offers this service, making it a unique plus for

Telkom.”

With its ‘touch and feel’ ambience, the store is a superb

marketing tool for us as it showcases our new technologies

and technical expertise. A key customer ‘pull’ factor is the

free doBroadband gaming facilities at the rear of the store.

Here youngsters – and adults – can play a range of games

to their heart’s content.

Says Thobeng: “Because of the tactile experience, many

customers end up buying the games and play stations”.

Management review


Performance review


CompanyFinancial

Information

Group overview




Risk factorsYou should carefully consider the risksdescribed below in conjunction with theother information and the consolidatedfinancial statements of the Telkom Groupand the related notes included elsewhere inthis annual report before making aninvestment decision with regard to Telkom’sordinary shares or ADSs.

Risks related to our business• We may be affected by global

economic and financial conditionswhich could cause our growth rates,operating revenue, net profit anddividends to decline.

• Any changes to our mobile strategy orour inability to successfully implementsuch strategy and organisationalchanges, could cause our growth rates,operating revenue, net profit anddividends to decline.

• If we are not able to turn aroundthe financial performance of our Multi-Links subsidiary, our Group’s financialcondition could decline.

• Increased competition in the SouthAfrican communications market mayresult in a reduction in overall averagetariffs and market share and an increasein costs in our fixed-line business, whichcould cause our growth rates, operatingrevenue and net profit to decline andour churn rates to increase.

• Increased competition in the SouthAfrican data communications marketmay adversely impact our growth rates,operating revenue and net profit.

• We may not be successful inimplementing our strategy of transformingfrom basic voice and data connectivityto fully converged solutions offeringintegrated voice, data, video and internetservices and managing costs through ourrestructuring programme, which couldadversely impact our ability to maintainprofitability by growing and protectingrevenue, while managing costs.

• There are significant political,economic, regulatory, taxation andlegal risks associated with our African

investments outside of South Africa,which could adversely affect ourbusinesses and cause our financialcondition and net income to decline.

• The number of commercially attractiveacquisition and investment opportunitiesfor our fixed-line and mobile businesseson the African continent is limited.Moreover, the consummation ofacquisitions and investments may beunsuccessful, which could have a materialadverse effect on our future growth.

• The growth in the mobile market inSouth Africa has resulted in an increasein the number of Telkom calls terminatingon mobile networks as opposed toour fixed-line network. Telkom’s netinterconnect margins and net profitcould decline if this trend continues.

• If we are not able to continue toimprove and maintain our managementinformation and other systems, we couldbe subject to losses and inaccuracies inour financial reporting, our ability toprovide accurate and comprehensiveoperating information and to competemay be harmed and our share pricecould decline.

• If we lose key personnel or if we areunable to hire and retain highlyqualified employees and partners, ourbusiness operations could be disruptedand could impact on our ability tocompete successfully.

• If Telkom is not able to successfully growrevenues, profits and cash flows from itsexisting and new businesses to replacerevenues, profits and cash flowspreviously received from Vodacom,Telkom may not be able to paydividends and service its debt andcould be required to lower or defercapital expenditures, dividends anddebt reduction, which could cause thetrading prices of Telkom’s ordinaryshares and ADSs to decline.

• We have negative working capital,which may impair our operating andfinancial flexibility and require us todefer capital expenditures and we may

not be able to pay dividends and ouroperations and financial conditioncould be adversely affected.

• Continuing rapid changes intechnologies could increase competitionor require us to make substantialadditional investments in technologiesand equipment, which could reduce ourreturn on investment and net profit.

• If we continue to experience high ratesof theft, vandalism, network fraud,payphone fraud and lost revenue due tonon-licensed operators in our fixed-linebusiness, our fixed-line fault rates couldincrease and our operating revenueand net profit could decline.

• Delays in the development and supply ofcommunications equipment may hinderthe deployment of new technologies andservices and cause our growth rates andnet profit to decline.

• Actual or perceived health risks relatingto mobile handsets, base stations andassociated equipment and any relatedpublicity or litigation could make itdifficult to find attractive sites for basestations and impact our ability to growour 3G mobile network business, andreduce our customer base, averageusage per customer and net profit.

Risks related to Telkom’s ownership bythe government of South Africa andmajor shareholders• Telkom’s major shareholders are entitled

to appoint the majority of Telkom’sdirectors and exercise control overTelkom’s strategic direction and majorcorporate actions.

• The government of the Republic of SouthAfrica may use its position asshareholder of Telkom and policymakerfor, and customer of, the telecommuni-cations industry in a manner that maybe favourable to our competitors andunfavourable to us.

Risks related to regulatory and legalmatters• The regulatory environment for the

telecommunications industry in SouthAfrica is evolving and regulations



addressing a number of significantmatters have not yet been made. Theinterpretation of existing regulations, theadoption of new policies or regulationsthat are unfavourable to us, or theimposition of additional licenceobligations and fees on us, coulddisrupt our business operations andcould cause our net profit and thetrading prices of Telkom’s ordinaryshares and ADSs to decline.

• Our tariffs are subject to approval bythe regulatory authorities, which maylimit our flexibility in pricing and couldreduce our revenues and net profit.

• Any payments to Telcordia TechnologiesIncorporated, or Telcordia, in thedamages phase of its arbitrationproceedings against Telkom, will berequired to be funded by Telkom fromcash flows or the incurrence of debt,which could have a material adverseeffect on its financial condition andresults of operations.

• We are parties to a number of legaland arbitration proceedings, includingcomplaints before the South AfricanCompetition Commission. If we losethese legal and arbitration proceedings,we could be prohibited from engagingin certain business activities and couldbe required to pay substantial penaltiesand damages, which could cause ourrevenue and net profit to decline andhave a material adverse impact on ourbusiness and financial condition.

• If we are required to unbundle the localloop, or are unable to negotiatefavourable terms and conditions for theprovision of interconnection servicesand facilities leasing services or ICASAfinds that we have significant marketpower or otherwise imposesunfavourable terms and conditions onus, our business operations could bedisrupted and our net profit coulddecline.

• If we are unable to recover thesubstantial capital and operational costsassociated with the implementation ofcarrier pre-selection and number

portability or are unable to implementthese requirements in a timely manner,our business operations could bedisrupted and our net profit coulddecline. The implementation of carrierpre-selection and number portability willalso likely further increase competitionand cause our churn rates to increase.

• The implementation of the Regulation ofInterception of Communications andProvisions of Communication-RelatedInformation Act, or RICA, could becostly and may negatively impact theability of Telkom to register customersand may require us to disconnectexisting customers, causing ourpenetration rates, growth rates, revenueand net profit to decline.

• If Telkom is required to comply with theprovisions of the South African PublicFinance Management Act, 1 of 1999,or PFMA, and the provisions of theSouth African Public Audit Act of 2004,or PAA, Telkom could incur increasedexpenses and its net profit could declineand compliance with the PFMA andPAA could result in the delisting ofTelkom’s ordinary shares from the JSE.

• Our total property taxation expensecould increase significantly and our netprofit could decline as a result of theenactment of the South African LocalGovernment: Municipal Property RatesAct, 6 of 2004.

Risks related to the Republic of SouthAfrica• Fluctuations in the value of the rand and

inflation rates in South Africa could havea significant impact on the amount ofTelkom’s dividends, the trading prices ofTelkom’s ordinary shares and ADSs, ouroperating revenue, operating expenses,net profit, capital expenditures and onthe comparability of our results betweenfinancial periods.

• The levels of unemployment, povertyand crime in South Africa may cause thesize of the South African communicationsmarket and our growth rates, operatingrevenue and net profit, as well as the

trading prices of Telkom’s ordinaryshares and ADSs, to decline.

• Should the country continue toexperience high occurrences of poweroutages, Telkom’s operational capacity,expenses and revenues will be affectedand its operating revenue and net profitcould decline.

• The high rates of HIV infection in SouthAfrica could cause the size of the SouthAfrican communications market and ourgrowth rates, operating revenue and netprofit to decline.

• Significant labour disputes, workstoppages, increased employee expensesas a result of collective bargaining andthe cost of compliance with SouthAfrican labour laws could limit ouroperating flexibility and disrupt ourfixed-line business operations andreduce our net profit.

• South African exchange controlrestrictions could hinder our ability tomake foreign investments and procureforeign denominated financing.

Risks related to ownership of Telkom’sordinary shares and ADSs• The future sale of a substantial number

of Telkom’s ordinary shares or ADSscould cause the trading prices ofTelkom’s ordinary shares and ADSs todecline.

• Your rights as a shareholder aregoverned by South African law, whichdiffers in material respects from therights of shareholders under the laws ofother jurisdictions.

• It may not be possible for you to effectservice of legal process, enforcejudgments of courts outside of SouthAfrica or bring actions based onsecurities laws of jurisdictions other thanSouth Africa against Telkom or againstmembers of its Board.

• Your ability to sell a substantial numberof ordinary shares and ADSs may berestricted by the limited liquidity ofordinary shares.

Management review


Performance review


CompanyFinancial

Information

Group overview



Black economic empowerment

In the year under review, we continued to

make a significant contribution towards the

achievement of the objectives of our

government’s Broad-Based Black Economic

Empowerment (BBBEE) policies and the

transformation of the Information and

Communications Technology (ICT) sector.

One of our strategic goals is to become

one of South Africa’s leading empowered

companies. Our BBBEE Strategy and

Implementation Roadmap, which are the

enablers to achieve the objectives of our

2010 Strategic Plan, have both been

approved by the Board.

Our BBBEE self-assessment has revealed a

number of highlights.

• In ownership, a series of landmark

transactions – the sale of 15% of our

shares in Vodacom, the declaration of a

special dividend and the listing and

unbundling of Vodacom shares –

unlocked value for our shareholders, the

majority of whom are public entities and

black shareholders.

• In management control, we were

ranked the second most empowered

company on the JSE Securities

Exchange by the Financial Mail Top

Companies Survey. This ranking

reflected the total transformation of our

Board and top management structures

to significantly exceed government’s

targets for this element of BBBEE.

• In preferential procurement, we were

again ranked one of the best performers

on the JSE Securities Exchange by the

Financial Mail Top Empowerment

Companies Survey. Our Preferential

Procurement is recognised as a champion

in driving economic transformation

among JSE Listed companies, state-

owned enterprises and within the ICT

sector. During the past financial year,

we procured goods and services

worth R4.1 billion from black-owned

companies, equivalent to 33.2% of total

measured procurement spend. This

figure exceeds the 15% target in the

BEE Codes by a significant margin. BEE

recognised procurement spend from all

suppliers was R8.8 billion, equivalent to

70.4% of total measured procurement

spend. Again, this figure significantly

exceeds the 50% target in the BEE

Codes. BEE recognised procurement

spend from Qualifying Small Enterprises

(QSEs) and Exempted Micro-Enterprises

(EMEs) declined slightly as many of our

small suppliers graduated to become

large enterprises measured under the

Generic Scorecard of the BEE Codes of

Good Practice.

In this regard, we have a dual BEE

evaluation policy that considers both the

DTI scorecard (broad-based BEE

evaluation criteria) and levels of black

ownership (narrow-based BEE criteria)

when making procurement decisions.

This policy is in line with best practices in

the South African economy. Our

preferential procurement policy also

seeks to move beyond BBBEE

compliance and achieve other qualitative

and industrial policy objectives such as

reducing our dependence on

international resources, the development

of domestic technology production

capabilities and the creation of

sustainable black-owned ICT companies.

Although our preferential procurement

policy is perceived to be stringent, the

majority of our large suppliers, many of

them multi-national companies, have set

up local operations, sold equity to black

shareholders and developed BBBEE

Commitment Plans that are in line with

our policy.

2007/ 2008/BBBEE element Target 08 09

BBBEE procurement spend from all suppliers 50% 55% 70.4%

BBBEE procurement spend from qualifying small enterprises or exempted micro-enterprises 10% 6.7% 5.1%

BBBEE procurement from black-owned suppliers 9% 23.4% 33.2%

BBBEE procurement from black women-owned suppliers 6% 6.3% 4.8%

We constantly strive to maintain our

in terms of implementing ourBBBEE transformation pillars

momentum



Over the past decade, we have made a

major contribution towards the economic

transformation of our sector by awarding

large contracts worth tens of billions of

rands that facilitated the creation of

sustainable black-owned ICT companies.

Through Procurement’s intervention, wehave managed to persuade multi-nationalsto partner with local BEE companies. Thesepartnerships will provide black-ownedcompanies with the opportunity to upgradetheir skills and other capabilities. During thenext phase, they will be in a position todevelop their own independent brands,products and services that can be marketedin South Africa and the rest of the world.

Thank you Telkom for having faith in

me, says Maletsati

Tracking the health of its employees is

critical for Telkom as, not only is it a legal

requirement but it’s the right thing to do in a

company whose employees are subjected

to various levels of stress in their daily lives.

In line with our commitment to sourcing

BBBEE suppliers, we regularly put out

tenders for the outsourcing of various

activities and, in 2002, a tender for

occupational health testing was awarded

to a small company, Maletsati

Occupational Health.

Initially the company, owned and run by

Maletsati Mosweu, worked in the Gauteng

region, providing an in-house clinic service

from the Telkom Centre For Learning in

Johannesburg. We were so impressed with

the service and attention to detail that in

2004 we offered Maletsati a national

There was a major

in our BBBEE suppliers spendimprovement

We have various programmes in placeto attract and retain black employees,particularly women. A total of 87% ofnew appointments in 2009 were black,bringing overall representation in theworkforce to 62%.

Management review


Performance review


CompanyFinancial

Information

Group overview



Black economic empowerment continued

contract for our five regions, creating

additional jobs in the process as she had

to set up satellite offices.

Maletsati, who says she is eternally grateful

to Telkom for the faith shown in her and her

colleagues, tests up to 2,000 employees a

year, screening them for ailments such as

diabetes, blood pressure, impaired vision

and hearing.

“Telkom has been my springboard. It hasallowed me to pace myself to the pointwhere I am now ready to take on otherjobs and, at the same time, intensify mycommitment to the community through thecompany’s support for, amongst others, theSociety For the Blind, mentoring newlyqualified nurses and helping some children

through school. Telkom has taught me thatsupporting the smaller people paysdividends all round,” says Maletsati.

• We have developed aggressiveemployment equity targets to addressthe challenges we face in terms ofincreasing the diversity of ourworkforce, especially the representationof black women and black disabledpeople in the middle and seniormanagement levels of the organisation.We have put a Human Capital andDiversity Strategy in place to ensure thatour workforce reflects South Africandemographics in terms of race, genderand disability. We also have variousprogrammes in place, including adedicated talent management division,

to attract and retain black employees,especially black women. A total of 87%of new appointments in 2009 wereblack, bringing overall black repre-sentation in the workforce to 62%. Theproportion of disabled employees hasrisen from 0.93% in 2007 to 1.13% in2009. We continue to drive variousinitiatives across the organisation toensure that our policies and guidelinesattract and support the recruitment ofpeople with disabilities and toencourage the disclosure of currentemployees with disabilities.

• As part of our commitment towardsEnterprise Development, more than100 black-owned companies are nowbeneficiaries of a new short-term

We have developed

employment equity targets

The elements in turn have indicators, each of which has its own weightings, measurement principles and compliance targets.

Based on its scorecard performance, a business/enterprise is awarded a BEE Status and Recognition Level. The highest BEEStatus is Level 1. This is awarded to an enterprise which scores more than 100 points and gives it a BEE recognition level of135%. Effectively an enterprise purchasing goods and services from a Level 1 supplier can recognise 135% of the procurementon its own scorecard.

The lowest BEE Status is Level 8, which is awarded to an enterprise with a score of between 30 and 40 points. This equatesto a BEE recognition level of 10%.

An enterprise that scores less than 30 is a non-compliant BEE contributor with a BEE recognition level of 0%.

How BBBEE worksOn February 9, 2007, the Department of Trade and Industry (DTI) released its Broad Based Black Economic Empowerment(BBBEE) Codes of Good Practice (the Codes), a framework to guide government departments in the implementation of BBBEE.

The Codes have a generic scorecard (the Scorecard) with seven elements:

• Ownership (20 points)

• Management control (10 points)

• Employment equity (15 points)

• Skills development (15 points)

• Preferential procurement (20 points)

• Enterprise development (15 points)

• Socio-economic development (5 points).

progressive



payment policy that facilitates thesettlement of invoices in less than15 days. Other initiatives includetraining provided by senior staffmembers within procurement to enablesuppliers to comply with qualitystandards and the training provided tosuppliers at the Telkom Centre forLearning. Khayelihle Projects, whichwas assisted to develop and implementPCR, an abridged ISO 9000 of 2000quality system, is one of manybeneficiaries of Telkom’s EnterpriseDevelopment. Management has beenworking hard at identifying varioussustainable initiatives in this area toimprove on current enterprisedevelopment contributions. Many of theidentified initiatives have beenapproved by the Company’s topmanagement and are in the process ofbeing implemented.

• We recognise that we have a critical

role to play in transforming communities

and in ensuring that they are

sustainable.

Our Telkom Foundation is a key driver in

this regard and its activities are detailed on

pages 78 to 80.

Guma – smart by name and nature

Success stories include Guma Smart Card. This black-owned company has grown

from small beginnings to become a world-class manufacturer of smart cards that has

replaced imports with local production and employment and developed lucrative

export markets. Guma recently produced its 100 millionth smart card.

“Today Guma is a role model black company with ownership of Gijima AST, Tourvest,

etc. employing over 10,000 value-adding employees including those in our overseas

offices like Australia, Canada, America, etc. Thanks to Telkom for having put faith in

us as a small company with big dreams. This year we achieved 100 million Telkom

phonecards manufactured locally and delivered by Guma Smart Card. Through

Telkom’s vigorous support and commitment to quality, Guma Smart Card attained

ISO 9001 certification over six years ago. Without Telkom’s commitment to BEE, the

success we have achieved thus far would not have been possible. Thanks to Telkom

management for staying true to the spirit of empowerment,” says Robert Matana

Gumede, Chairman: Guma Group and Gijima AST.

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Group overview



Human capital management

Introduction

The labour dynamics in the global and local

integrated communications technology (ICT)

industry have been impacted by the rapid

pace of change in the industry, and by the

changes in the sector-specific and broader

economies. These events have led to a

marked change in the labour supply and

skills retention patterns in recent years.

This complex and evolving environment has

tested our ability to provide a continuous

supply of skills to ensure we achieve our

strategy of growing our business and

delivering shareholder value.

The year under review’s performance has

given us a platform to critically identify and

prioritise interventions and test our progress

in this regard.

Our workforce

We currently have 23,520 full-time

employees, 5.5% less than the previous year,

with the majority (68%) in operational and

support roles; a further 21% in supervisory

roles and 11% in managerial positions.

The proportional distribution of our people

largely corresponds with our existing and

potential customer base.

Staffing and staff exits

In line with the changing labour dynamics of

the industry, our natural attrition (employees

who resigned and were not replaced) rate

rose to 9% (7% in the previous year) and

resignations rose to 8% (6% in 2007/08).

This , however, is still in line with the South

African industry norm.

We have developed progressiveemployment equity targets to addressthe challenges we face in terms of thediversity of our work force.

The past year’s performance has given us aplatform to critically identify and

prioritise interventions



Headcount movement

Compensation and benefits

• Remuneration

While the fixed, or guaranteed, remune-

ration packages are reviewed each year,

in certain critical skills areas, depending on

the supply and demand of those skills in the

market, there are ad hoc reviews to ensure

we remain competitive.

• Non-executive directors

The directors, on recommendation of the

human resources review and remuneration

committee, determine the fees of non-

executive directors who do not participate

in the incentive scheme for top

management. These fees are set out on

Page • and in Note • in the consolidated

annual financial statements.

• Executive remuneration

Fixed remuneration is currently set at

the market median and independent

remuneration consultants advise the Board’s

remuneration committee on executive

management packages.

Guaranteed packages are influenced by the

scope of each individual’s role, knowledge,

skills and experience. These are reviewed

2006 2007 2008 2009(**)

Opening balance 28,972 25,575 25,864 24,879

Employee gains 706 1,512 918 1,047

Appointments 686 1,486 891 1,034

Re-instatement 20 26 27 13

Employee losses 4,103 1,223 1,903 2,406

Employee retrenchments 2,990 20 4 10

Voluntary early retirement 674 7 2 5

Voluntary severance 2,295 13 2 5

Involuntary reductions 21 0 0 0

Natural attrition 1,113 1,203 1,899 2,396

Closing balance 25,575 25,864 24,879 23,520

Other employees* 4,227 5,807 3,801 4,307

* Other employees refer to contract and temporary employees but exclude Board members,learnerships and bursary students.

** Employee retrenchments for 2009 were employee initiated.

each year as part of our overall

remuneration review process and they are

assessed against individual performance.

The difference between the upper quartile

and the market median for guaranteed

packages is used when calculating

incentives for top management.

• Other employees

Salary increases for all employees –

management and bargaining unit – are

approved by the Board. Non-management

employees are paid in terms of the

negotiated agreements with the relevant

unions.

• Short-term incentive plan

There is an incentive scheme for our

management based on a balanced set of

measures determined by the Board. The

measures consist of financial and key

performance driven targets, based on the

approved business plan. All other

employees participate in an incentive

scheme with different measures applied at

the lower levels.

In the top management scheme, the

financial driver accounts for 45% of the

total award, and this is measured by the

basic earning per share, return on assets

(ROA) and the defend and grow revenues

strategy. Performance drivers (customer

satisfaction and organisational renewal

components) account for 35% and 20% is

allocated for individual performance.

• Long-term incentive plan

All employees receive conditional shares,

subject to their individual performance for

each year preceding the allocation. The

allocation is based on the average share

price 10 days before the award date of

June 1 each year, using a percentage of

the employees’ total package. Our

employees have no right or title to the

shares and cannot receive dividends until

the shares have vested. The shares will only

vest if we meet our annual financial targets

which are set out in the relevant team

award plan, and employees must remain in

continuous employment. The Company will

introduce a new share scheme subject to

shareholders’ approval.

• The Telkom Pension Fund and

Retirement Fund

The old Pension Fund, only had 123

members and the Telkom Retirement Fund

had 23,389 members at March 31, 2009

and both are financially sound.

Performance management

The performance management system has

been enhanced to ensure that our

leadership is measured on the right criteria

to drive behaviours that will ensure we

continuously improve on the value we

obtain from our employees. A five point

assessment scale has been introduced that

ranges from ‘consistently exceeds job

requirements’ to ‘consistently does not meet

job requirements’ to distinguish those who

do from those who do not.

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Human capital management (continued)

(CFL) with the balance conducted via the

virtual (PC-based) campus interactive

satellite-based facility, Skytrain.

Telkom invested R300 million in employee

training and development in the year under

review (2008: R283 million). At CFL,

12,271 employees (7,796 black

candidates and 3,641 women) were

trained.

The CFL, which conducts most of its training

in-house, spent R35.0 million with external

vendors in the key areas of technical and

IT, management, marketing and Safety,

Health and Environment (SHE).

Training and development

In the past year we focused on building the

necessary current and future competencies

through training programmes in:

• Customer Service Academy (marketing,

sales, call/contact centre and customer

service competencies).

• Leadership and management develop-

ment (enterprise leadership, general

management, frontline leadership and

business development competencies),

and

• Technical training (product knowledge,

technical service, ICT infrastructure, IT

solutions and technology and

innovation management competencies).

The bulk of the training (64%) was through

the classroom-based Centre For Learning

Reward and recognition

Our ‘Name In Lights’ programme that

recognises outstanding achievement by

employees or teams who go the extra mile

is one of the yardsticks that distinguishes

our business from others.

Our Gold Award team award for

2007/2008 went to Daniel Fourie, Alan

Gould, Kevin Burns, Deon Minnie and

Willie Engelbrecht, for developing a

software application that created a service

view for the DSLAM. This application has

enabled us to determine within minutes

whether a DSLAM has been affected by a

major failure. It also provides us with

valuable information for special investigation

sections as it identifies problematic networks

for future investigations.

Daniel also won the CEO Award.

EE training 2008–2009

African female

Coloured female

Indian female

White female

Foreign female

AA and EE as a % of total trained

AA

EE

White male

EE/AA 2008–2009

African female

Female coloured

Foreign female

Female Indian

Female white

Male African

Male coloured

Male foreigner

Male Indian

Male white

In the past year we focused on building thenecessary current and future

competencies



• Accelerated development of women, blacks and young

talent

In the year under review, 257 employees (50% female and 70%

black) were trained in value management and technology

management.

Some 18 graduates from the ICT GMP obtained their MSc

degrees in technology and innovation management. Of these,

seven were women and 11 were black.

• Technical training

Approximately 2,883 field technicians were trained in IP

telephony and the installation and maintenance of ADSL and, to

date, more than 3,300 students have been trained on IP-related

offerings, including LAN technologies, router installation and

maintenance programmes.

• Network and IT training

Some 350 ICT diploma and degree graduates and 400 diploma

students were exposed to the industry via theoretical and field

training. This resulted in the creation of various talent pools

including specific functional skills needed by line management; IP

skills and field operations.

• Other training

The CFL trained 200 candidates in 22 events relating to IO driven

Telkom OSS/BSS projects and an additional 240 people were

trained in infrastructure and product/service training on emerging

technologies. Some 111 employees received IT certification with

1,823 attending IT short courses and 154 attending IBM Tivoli

Netcool training.

Jobs Initiative on Priority Skills Acquisition (JIPSA)

This is a government initiative aimed at addressing the skills

shortage in certain areas in South Africa and, to date, 1,138

unemployed ICT graduates have participated in internship

programmes. Of these, we appointed 644 (75% of total industry

appointments). In addition, 40 unemployed female ICT graduates

were trained and completed advanced Internet Protocol

Networking/Solutions development and we offered 22 (55%) of

them full-time employment.

Leadership and management development programmes

During the year under review:

• 22 employees completed the Implementing Strategy and

Managing Performance programme.

• 33 employees from the top leadership team enrolled for the

Telkom Global Leadership Development programme.

Tyron Truter, manager of the Cape Town Electronic Business

Support Centre (ESBC), is a 20 year Telkom veteran who has

worked his way up from being an ‘appie’ in the Mitchell’s

Plan branch of the old Posts and Telecommunications

department in 1989, to where he is today.

He has worked all over the Western Cape, run call centres

on the West Rand of Gauteng and Pretoria and returned to

Cape Town in January 2009 to take over the ESBC.

“This job is what you make of it and I’m having a lot of fun.

I’m not a military style manager, I like to get down and dirty

with my team to ensure we deliver on our key performance

indicators (KPIs). Our customers make us responsible for

everything so we have to keep them happy. South Africans,

in the main, are not techno savvy so it’s up to us to help them

set up their systems. Also, a lot of people don’t realise that we

support all users from MNet to ourselves and we provide a

value-added service to them all.”

Tyron – a fine example of our development programme

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• 40 employees were nominated for the

NGN Professional programme.

• 100 employees have graduated to

date from the Advanced Operations

Management Development programme

(AOMDP).

• 81 employees attended the Gordon

Institute of Business Science (GIBS)

programme in managing the customer

relationship (PMCR), and

• 453 employees have been trained in

the Next Generation Network (NGN)

Essentials programme.

Employee engagement

Two developments stand out in the year

under review:

• There has been a marked improvement

in our relationship with the unions, and

• There is the emerging phenomenon of

managerial employees joining trade

unions.

The former is, we believe, because of our

deliberate action in 2007 to invest in

rebuilding the relationship between

ourselves and the unions following 2006’s

industrial action. While the suspicions are

still there, the propensity to engage in

confrontational conduct has diminished.

There is also some semblance of shared

vision and a willingness to co-operate.

Although the latter increase is not material

it is, nevertheless, a worrying development,

albeit one that is within our control if we

are prepared to change the way we relate

to these employees.

Two factors are involved here – a feeling of

abandonment of junior and middle

management by top management, and the

annual general salary increase approach

which tends to treat management

employees as immune to the economic

hardships that we are all facing. As a result

of the increases gained by union members,

the unions are seen as viable vehicles for

channelling frustrations with some of our

practices.

Industrial action

Following an impasse in wage

negotiations in 2008, some 2,500 out of

Union memberships – bargaining unit

Non-

recognised Non- Grand

Union name CWU SACU Solidarity unions Total unionised total

Number of members 8,205 4,682 2,836 52 15,775 5,259 21,034

% membership: 2008/09 39.0 22.3 13.5 0.2 75.0 25.0 100

% membership: 2007/08 37.6 23.8 13.2 0.2 74.8 25.2 100

Non-

recognised Non- Grand

Union name CWU SACU Solidarity unions Total unionised total

Number of members 149 319 125 225 818 1,668 2,486

% membership: 2008/09 6.0 12.8 5.0 9.1 32.9 67.1 100

% membership: 2007/08 5.7 12.0 4.3 8.7 30.7 69.3 100

We remain committed to continuous

with the unions

Union memberships – managerial staff

engagement



14,500 union members participated in a short-lived strike

in August 2008 and 1,680 bargaining unit employees

participated in industrial action in August 2009. Telkom

continues to engage with unions in order to find equitable

solutions.

• Heartbeat

The company measures the level of employee

engagement, through the annual Heartbeat Survey.

In the year under review our employees were more

committed to Telkom and indicated that their intention was

to stay with the Company and take up the challenges that

come their way. For the first time in a long period

employees are proud to say that they are part of the Telkom

family. They are willing to continue to focus on the positive

in spite of negative economic conditions; internal

performance pressures; and changing market forces.

The great news is that even in the light of the above

challenges the Company’s engagement increased by a

pleasing 10%. Some 62% of the Company’s employees

were engaged compared to 52% in 2008. It is expected

that this will be reflected in increased individual, team and

Company performance, as well as in the retention of the

right people in the Company.

Engaged employees focus on what’s good for the customer

and what’s good for shareholders. There is positive growth

in customer satisfaction in most of the customer segments,

which is indirectly the result of the positive engagement of

our employees.

Telkom intends to continue its effort to improve employee

engagement through a particular focus on improving the

accessibility and availability of top management and

improving Telkom’s ability to attract and retain a quality

workforce.

Talent management

Managing our talent pool is a critical aspect of our

business, from retaining key skills to unearthing the leaders

of tomorrow. We have a number of initiatives in place to

ensure we are well placed to face current and future

challenges.

Hartebeeshoek keeps track of South Africa

The multi-billion rand Hartebeeshoek satellite station lies deep

in a valley between Krugersdorp and Hartbeespoort Dam.

Since its opening in 1975 it has relayed literally billions of

signals from two satellites deep in space to South Africa’s data,

television and voice units, 24 hours a day, seven days a week.

Donovan Horn is one of the 28 people that man the station.

As a technical specialist, Donovan heads a team of eight

technicians who ensure that the station runs smoothly and

efficiently. “We have to be fully operational at all times and our

equipment is in what we call full redundancy mode so that if

anything goes down it kicks in automatically,” he says.

For some people, working at the station could be a lonely

experience, but not for Donovan. “We are surrounded by

prime bushveld with its myriad species of flora and fauna, so

there’s always something to see, whether it’s a Piet-my-Vrou

whose call echoes from the satellite dishes, or our lone

Blesbok. The only thing I do miss about ‘civilisation’ is that

there is no canteen on site so, if you forget your lunch, the

nearest hamburger is 23km away!”

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In the year under review our employeeswere more committed to Telkom andindicated their intention to stay.



• Succession planning

During the year under review our talent

pool bench strength rose to 1,474.

Effectively this means that there is at least

one candidate in the talent pool for each

group executive and executive position

who can replace the current incumbent.

• Retention programme

The four focus areas of our retention

strategy are:

• Create knowledge (attract and seek

talent)

• Store and protect knowledge (retain

talent)

• Share and distribute knowledge

(develop potential talent); and

• Use knowledge (deploy talent).

The success rate of our retention

programme to date is 95%, with 253

employees on retention.

• Global talent

To ensure we have a sustainable talent

pool to staff our international businesses we

established a Global Talent Pool and,

currently, 48 employees are on short- or

long-term assignments with Multi-Links/

Africa Online.

• Managed career development for

high potential employees

The six employees who obtained their

Masters degrees in engineering and

computer science at Cornell University in

New York in 2007/08, rejoined us in

September 2008 with two being

promoted. An additional three employees

Our Graduate Development Schemes division is

to growing and developing young talentdedicated



were admitted to the university in May

2009.

Six employees, identified by the CEO

Rising Stars programme, are attending the

IMD’s Building On Talent programme in

Switzerland.

51 female employees attended a Chat

and Learn programme which focused on

Women Leaders Under Construction –

Blazing Your Own Path. In addition,

10 female employees attended a two day

workshop on Women In Management and

Leadership.

Graduate and skills pipelines (future

talent)

Our Graduate Development Schemes

Division is dedicated to growing and

developing young talent, not only for

ourselves, but for South Africa as a whole.

Some R29.7 million was invested in

student bursaries in the fields of information

technology, electrical engineering and

marketing management during the year

and an additional R3.7 million was spent

on our Centres Of Excellence programme.

We also funded 833 full-time bursaries;

667 part-time bursaries and 1,121 study

loans for employees or their dependants in

the 2008 academic year.

The voices of Telkom

Telkom has 34 call centres in South Africa, each geared to providing technical

support and service to business and domestic customers. For the men and women

who staff the centres, life can, at times, be challenging and stressful for these

people are the ‘voice’ of Telkom, the ones who take the brunt of customer

complaints.

Hilary Peacock, an agent in the Cape Town Service Activation Unit, says a key

attribute to surviving in the job is the ability to not take any of the abuse received

as personal. The other key attributes are learning what tone of voice to adopt

when handling calls, good or bad, and having a passion for customers

“I try to put myself in the customer’s place and take the good with the bad when

handling calls. Overall, the good definitely outweighs the bad and I would go as

far as to say that about 90% of the calls I receive are good,” she says.

Colleague Marlon Ernstzen agrees, particularly when it comes to adopting the

right tone of voice.

“There’s nothing better than talking to an irate customer who’s upset because

something he was promised didn’t happen, and then, at the end of the call,

hearing him, or her, calm down and apologising and then saying thank you for

the help. That experience energises you for the next day.”

Blanche Machelm is an agent in the Electronic Business Support Centre (EBSC) in

Cape Town, a unit which handles between 6,000 and 8,000 calls a day, mainly

in the areas of ADSL support (90% of the calls) and fault and connectivity issues –

e-mail, for example.

Blanche, who estimates that she handles approximately 50 calls a day, says all

EBSC agents have to have an IT background as they have to have an intimate

technical knowledge in areas such as routing, configurations, outages, modems

and cable passwords.

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Overall, the year under review was ourmost successful to date in terms of bursarplacements (80%) and a pass rate of morethan 95%.

Africa Online and Multi-Links

Africa Online is our internet serviceprovider (ISP) in Nairobi, Kenya and Multi-Links is Nigeria’s first private telecommuni-cations operator. Two of our topmanagement employees are on three yearcontracts in Nairobi and 39 are based inLagos.

Telkom Centres of Excellence

Telkom's Centres of Excellence (CoE) is acollaboration programme between Telkom,the telecommunications industry andgovernment to promote research incommunication technology and alliedsciences and to provide facilities toencourage young scientists and engineersto pursue their research interests in SouthAfrica

The CoE programme was launched inFebruary 1997 when the then Minister ofCommunications, Mr Jay Naidooparticipated in the signing ceremony of thefirst research agreement between Telkom,Siemens and the University of Cape Town.During 1997 a total of seven CoEs werelaunched and subsequently, during thefollowing year another five wereestablished, including several attechnikons. From the launch of theprogramme, the current Chief ExecutiveOfficer of Telkom, Mr Reuben September,became the patron of the programme andhas guided and supported the initiative. Ateach of the launches during 1997/98,top ranking government officials, includingMr Andile Ngcaba, Mr Tokyo Sexwaleand Minister Sibusiso Bhengu participatedin the signing ceremonies of thecollaborative research agreements.

As part of Telkom’s contribution to the

upliftment of advanced research skills in

South Africa, several of the previously

under-resourced universities were partnered

with historically white universities. After a

number of years these previously

disadvantaged institutions have established

themselves as research centres that can

operate independently. Examples of these

joint research centres are Rhodes University

and the University of Fort Hare as well as

the University of KwaZulu-Natal together

with the University of Zululand. Currently,

there are 16 CoEs across the country, each

with a unique research focus.

The CoEs are jointly funded by Telkom, ICT

industry players and the Department of

Trade and Industry - through its Technology

and Human Resource for Industry

Programme (THRIP).

Sound governance ensures that allocated

funds are well managed. Various levels of

governance have been formally

established.

• Formal CoE Agreement between all

stakeholders.

• Each CoE is managed by a Steering

Committee represented by the research

staff, Telkom, the respective industry

sponsor and a representative from the

THRIP management team.

• Research project selection mechanisms

are aligned with; industry partner/s and

THRIP funding criteria.

• High level governance of the CoE

programme is provided by an Executive

Management Council with representivity

from Telkom, industry, academia and

THRIP.

The various CoEs have been encouraged

to build relationships with African

universities to expand the ICT blueprint in

Africa as a catalyst for job creation and

economic development.

Major progress has already been made in

this regard and formal agreements exist,

inter alia, with institutions in Egypt,

Ethiopia, Uganda, Namibia, Kenya, Libya

and Tunisia.

The CoE programme enables the various

institutions to establish research facilities

that would not otherwise have been

possible without the necessary Telkom,

industry and government sponsorship.

Skills retention in South Africa is a major

challenge as many talented post-graduate

students are attracted to opportunities

overseas. An important feature of the CoE

programme is that the extensive research

opportunities offered to students effectively

contribute to minimising the “brain drain”,

thus keeping our talent here to provide a

valuable human resource to the industry.

Approximately 250 students are currently

pursuing post graduate degrees through

the programme and since its inception,

more than 1,800 post graduate degrees

have been awarded.

The profile of the current CoE students is:

• 84 Doctoral students

• 166 Masters students

• 20 women

• 150 BEE candidates

• 38% non-South African students

Currently 27 industry partners are involved

in the CoE programme. Industry

stakeholders are more than financiers of the

CoE programme as they also play a vital



role in exposing students to the real world

of communication.

Telkom’s CoE programme has been

recognised as a catalyst for ICT research in

Africa.

Intuitions, research areas and industry

partners

Tshwane University of Technology

Radio planning: projects involve

comparing the calculated or predicted

value of radio signals with the measured

signals.

Industry Partners: Telkom, Alcatel-Lucent

and Molapo Technology

North West University (Potchefstroom

Campus)

Telecommunications Application Modelling

includes projects on the Super Parallel

Computing facility; data mining; decision

support systems and mathematical

programming applications.

Industry Partners: Telkom and Saab Grintek

University of Johannesburg

Modelling Optical communication: involving

Dense Wave Division Multiplexing (DWDM)

projects; optical filters and transport

networks

Industry Partners: Telkom, CBi Electric and

Ericsson

Operational Support Systems (OSS)

Industry Partners: Telkom and SAP

Nelson Mandela Metropolitan University

Multimedia software: includes usability

laboratory projects, virtual classroom;

programming tools and 3D system design

Industry Partner: Telkom and Dimension

Data

Optical Fibre Measurements

Industry Partners: Telkom, Hezeki and MCT

Communications

Solar Energy Research

Industry Partners: Telkom and TFMC

Rhodes University

Distributed Multimedia: projects deal with

virtual reality; Internet Protocol telephony,

protocols and intelligent agents

Industry Partners: Telkom, Comverse,

Tellabs and StorTech

University of Fort Hare

Electronic Commerce

Industry Partners: Telkom, Saab Grintek

and Tellabs

University of Stellenbosch

Satellite communication, speech and

image processing

Industry Partners: Telkom, Motorola and

Spescom

University of Witwatersrand

Telecommunications Access and Services

based on the TINA Architecture

Industry Partners: Telkom, Vodacom and

Nokia Siemens Networks

University of Limpopo

Automatic Speech technology

Industry Partners: Telkom and Maredi

University of Pretoria

Next Generation Networks

Industry Partners: Telkom, Unisys, Alvarion,

EMC and Tellumat

University of KwaZulu-Natal

Radio access involving CDMA receivers;

traffic modelling; adaptive antenna arrays

and resource management.

Rural telecommunications with a variety of

projects in the wireless networking arena.

Industry Partners: Telkom and Alcatel-Lucent

University of Zululand

Mobile e-Services

Industry Partners: Telkom and Huawei

Universities of Cape Town and

Stellenbosch

ATM/Broadband Networks and their

applications with research on MPLS and IP

networks; congestion control and network

performance.

Industry Partners: Telkom, Nokia Siemens

Networks and Telesciences

University of Western Cape

Internet Protocol Networks and their

applications

Industry Partners: Telkom and Cisco

University of the Free State

The identification of usability and human

factors that will ensure higher accessibility

to Information Technology

Industry Partner: Telkom

Vaal University of Technology

Power (fuel cells etc) and optic fibre

research

Industry partners: Telkom, M-Tec and

TFMC

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Safety, health and environment

Safety, health and environment

Our entrenched and integrated Employee

Wellness and Safety, Health and

Environment (SHE) portfolio continues to be

one of the most admired in South African

industry, as evidenced by the following

achievements in the year under review.

• We received the coveted international

Global Business Coalition (GBC)

Award for Excellence as the best

HIV/AIDS workplace programme for

our integrated Voluntary Counselling,

Testing and Treatment programme for

2008. The award was made by the

United Nations Secretary General in

New York.

• Our annual national HIV/AIDS

celebrations campaign, ‘Don’t hesitate,

donate’, was successfully launched

on World AIDS Day 2008 with our

employees donating thousands of

kilograms of food, clothes and toys

to 26 adopted HIV/AIDS havens,

orphanages and hospices.

• Our Direct Retail shops initiated the

Thuso Bus concept (Thuso is our

employee wellness programme). Outlets

in the Eastern Cape, including the

former Transkei, were given a working

day off to attend Thuso programmes.

• We successfully piloted a stress

resilience and emotional intelligence

(EQ) workshop in areas with high

degrees of trauma as a result of

hijackings, robberies and other criminal

activities. This will be rolled out

nationally in the new financial year.

An industrial theatre show was a key driver in the roll-out of our Thuso Wellness dayswhich highlighted a step-by-step approach to improve employee wellbeing throughlifestyle changes.

We successfullypiloted a

resilience and emotionalintelligence workshop

stress



• We saved R2 million on our Operational

Hygiene surveys thanks to the application

of specific criteria in key areas.

• Our ISO 14001:2007 and OHSAS

18001:2007 Safety, Occupational

Health and Environmental Management

systems were recertified by Dekra

Norisko Industrial South Africa.

• The Compensation Commissioner

granted us a dedicated resource to deal

specifically with Telkom-related cases.

This resulted in a ‘quicker return to work’

by employees who were injured on duty.

• As a result of effective risk management

controls, there were significant

reductions in three reportable incident

categories – working in elevated

positions (17%); lifting and pushing

(30%); and vehicle accidents (16%).

• We established the Telkom Green

Initiative (TGI) project team to enable us

to better manage our environmental

impact.

Absenteeism through illness

There were no significant variations in the

absenteeism through illness and year-to-

date sick leave use figures, although there

was a 5.5% improvement in overall sick

leave days used.

We remain concerned about the high level

of sick leave taken (71.7% compared to

70.1% in the previous year) and we will be

making planned changes in sick leave

policy stipulations and management

effectiveness to decrease this business risk

and impact. In terms of productivity and

direct/indirect cost factors, the data

indicates that 791 employees are off sick

each working day. While this is an

improvement of 2.6% on the previous year,

it is still unacceptable and a significant

improvement is necessary. Our new target

is to reduce the sick leave per day to

600 employees in 2010/2011.

Physical wellness

An industrial theatre show, ‘How Do I Eat

This Elephant’ was a key driver in the roll-

out of our Thuso Wellness days which

highlighted a step-by-step approach to

improve employee wellbeing through

lifestyle changes. Our challenge remains to

reconstruct the “Terrible Triangle” of high

stress levels, poor chronic disease profile

and bad lifestyle habits.

• Eye screening

2,113 employees were screened for vision

impairment and 194 were identified for

further treatment intervention.

• Individual health risk assessments

(chronic profile)

2,903 employees at selected sites in the

Free State, KwaZulu-Natal, Western Cape

and Gauteng were screened for

hypertension, cholesterol, diabetes and

body mass.

# Hypertension profile: While there was a

decrease in the normal range from 63% to

46%, this remains a major risk area as

more than 50% of those tested had some

abnormality in their blood pressure. The

high systolic range (heart subtraction)

Sick leave indices

Sick leave measure 2006/2007 2007/2008 2008/2009 % variance

SAR (%) 2.24 2.51 2.52 (0.4)

Defined as a total number of sick days as % of total

available man-days

ASR (days) 2.45 2.48 2.53 2.0

Defined as the average number of days used per sick leave

incident

AFT (incidents) 3.38 3.59 3.30 (8.1)

The average number of sick leave incidents per sick leave user

SUR (%) Monthly average 15.7 17.3 17.3 0

Number of sick leave users per month as % of total number of

employee population

SUR (%) Year-to-date 67.2 70.1 71.7 2.3

Number of sick leave users progressively utilising sick leave as

% of total number of employee population (all sick leave users

are only calculated once)

Total number of man-days/shifts lost due to sick leave 176,795 194,364 183,679 (5.5)

implying the progressive and accumulative total of sick leave

days over 12-month period

Management review


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CompanyFinancial

Information

Group overview



Safety, health and environment (continued)

percentage was similar to the previous

year but the diastolic (heart pumping) rate

increased from 15% to 25% as a result

of increased cardio-vascular illnesses;

increased stress levels and poor lifestyles.

# Cholesterol profile: There was a 7%

increase in the at-risk category, again due

to lifestyle factors such as lack of exercise

and incorrect eating habits. This profile will

be a priority going forward in our wellness

campaigns.

# Diabetes profile: There was an 11%

improvement in the diabetes chronic

profile, thanks to regular testing and the

fact that diabetes remains a high focus

area. However, we are concerned that low

blood sugar levels rose from 28% to 37%

and this will be another key focus area in

our awareness campaigns.

# Obesity profile: This is a high risk area

for us as 65% of the employees tested were

overweight or obese. As a result, the

importance of lifestyle modification is a

priority for us in the new financial year.

# Opportunistic diseases: We are

pleased to note that only six cases of TB

were reported in the year under review

and all cases were successfully treated.

Psychological wellness

In the year under review we transformed

this section of the Wellness programme into

a more proactive, competency-based

approach, highlighted by the following:

• Some 1,216 employees and their

dependants were referred to our

psychological counselling interventions,

a 10% decrease on the previous year.

This decrease is, we believe, largely

due to the fact that employees did, from

time to time, use their own private

psychologists. From the referrals,

4,132 sessions were conducted at an

average of 3.4 sessions per referred

patient at a cost to us of R1.8 million.

• Of particular concern is the 3.8%

increase in cases in the ‘other

psychological illnesses’, such as

psycho-sexual, personality disorders

and related psychosis. This could be the

tip of the iceberg as some of

the problems experienced by our

employees are of such a sensitive nature

that they are discussed with their own

psychologists.

• The stress category (which includes

work-related poor performance,

incapacity, job security etc) constitutes

almost 14% of all diagnoses and the

293 cases recorded during the year is

an increase of 17.6% on the previous

year. This is a major challenge for us in

the next financial year, particularly

in view of the roll-out of Project

Renaissance and the resultant

uncertainty of job security and fears of

job losses.

Preventative interventions

Five key workshops were held during the

year:

• Stress and resilience;

• Team and value development;

• Trauma and resilience;

• Bereavement therapy; and

• Conflict management.

The following table shows the diagnostic causal factors for the EAP referrals

Diagnosis 2006/2007 2007/2008 2008/2009 % variance

Crisis and trauma 41.7% 41.3% 40.5% (1.9%)

Family relationships and divorce 15.4% 17.6% 16.1% (8.5%)

Stress related 7.6% 6.8% 8.0% 17.6%

Of particular

is the 17.6% increase in stress-related cases due to work related relations, poor performance,incapacity and job security.

concern



These will be augmented by another six workshops in the next

financial year:

• Psychological and emotional resilience;

• Financial wellness;

• Prevention of emotional burnout;

• Emotional intelligence;

• Dealing with challenging circumstances; and

• The psychology of customer care.

Socio-economic wellness

We provided guidance in the areas of lifestyle, finance and debt

counselling during the year, three key areas that impact on the

wellbeing of our employees with the specific focus to reduce stress

and poor lifestyle habits.

# Lifestyle: We contracted a lifestyle service provider to run our

Telkom Touch Lifestyle Programme which connects employees to a

range of lifestyle services such as recreational, vocational,

household, educational and general lifestyle value offerings at

great prices.

# Financial resilience: There was an increase in counselling

referrals (three to four a month) for employees with financial

problems, which was underscored by the increase in garnishee

orders against employees. As a result, a bid for the outsourcing of

a financial resilience intervention and a financial advice service

has been approved and is in process,

# Debt counselling: We have set up a debt counselling service

which registers employees who have huge debt under the

National Credit Act of 2005. This protects them against parties

demanding payment. A debt counselling company will act for such

employees, negotiating new payback terms for bonds, vehicle

leases and other creditors and preventing repossession of these

assets.

Safety management

The Occupational Health and Safety (OHS) of Telkom’s employees

is a fundamental right and therefore Telkom acknowledges that a

healthy and safe working environment enhances performance in

the workplace and also contributes to employee wellbeing.

Our carbon footprintIt now takes the earth 16 months to regenerate the resources ituses in a year and so businesses that look ahead and activelymanage their ecological risks and opportunities can not onlymake a major contribution to saving the world’s resources but,at the same time, gain a strong competitive advantage overthose that don’t.

At Telkom, via our Green Initiative, we are consolidating all ourenvironmental initiatives to ensure we meet our, and legislation’s,targets and, additionally, educate our people and encouragethem to lead a greener lifestyle.

We have 10 key focus management areas – energy, water,waste, greenhouse gas emissions, green procurement,biodiversity, renewable energy, company initiatives, ourcorporate image and our people. Some of our key objectives inthese areas are to offset emissions, participate in carbontrading, provide the greater ICT sector and stakeholders withproducts and services that will help them to reduce theirfootprints and provide our shareholders with ‘green’ returns.

Some of the areas where we can improve are:

• Employee business travel (currently 26.7 million km a year).Our aim is to reduce this by 5.3 million km.

• Our 2008/09 electricity consumption was 537,300MWh.Our aim is a reduction of 107,460MWh.

• EPS generators use 2.3 million litres of diesel. Our aim is toreduce this by 456,000 litres.

• Employee business air travel sits at 31.8 million km. Our aimis to reduce this by 6.4 million km.

Overall, we believe we can reduce our carbon emissions bybetween 15% and 30% over the next three to five years.

Management review


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Group overview



Safety, health and environment (continued)

To ensure Telkom complies with the

minimum safety requirements as per

national legislation and to support Telkom’s

OHS policy, a:

• Well structured SHE Governance policy

is developed and revised annually.

• Incident on Duty (IOD) system is

developed to provide intelligent

information to assist management in

identifying trends and to implement

corrective actions to mitigate future

incidents.

• Contractor management audit pro-

gramme is implemented to ensure

contractors are audited monthly to meet

the requirements of the Construction

Regulations; and

• Telkom Subsidiary audit initiative is

implemented to provide support to the

subsidiaries to meet minimum statutory

SHE requirements.

HIV/AIDS workplace programme

In addition to our international award, our

Thuso programme is recognised for its best

practices by researchers and academics

who visit us for benchmarking purposes.

Since the inception of our voluntary

counselling and testing programme (VCT) in

2004, 23,391 employees have been

tested. In the year under review,

2,353 employees, from a target population

of 3,178 at 52 sites, were tested.

We have 280 employees receiving anti-

retroviral therapy of which the majority

have a normal sick absence profile, being

healthy and productive at work.

In analysing this data, 32% of HIV positive

employees are either in the process of

being registered or are unaccounted for.

This remains a challenge for the

programme to improve on this conversion

rate to get identified HIV positive

employees on to the programme. In the

2008/2009 performance cycle, there

were 74 new registrations on the

programme (40 via onsite VCT; 32 self-

identified and two prophylaxis patients).

The gender distribution on the chronic

programme is 203 (52%) male and 186

(48%) female. The median age is 36 years

with ranges between four and 56 years.

We have adopted a conservative

approach in providing anti-retrovirals for

employees registered on the programme

with a CD4 count of 350 versus a

governmental and NGO norm of 200.

Using this as measurement category, only

14 (4.9%) of the 284 employees on anti-

retrovirals are categorised in the AIDS or

fully blown AIDS category.

• Preventative strategy

Since 1996, we have dispensed free

condoms at all sites. In the year under

review more than 703,000 condoms

were dispensed and more than 120,000

expired condoms of previous governmental

issues were withdrawn.

• Peer education

Currently 594 employees have been

trained and registered as fully fledged peer

educators. It is gratifying to note that the

involvement of peer educators has

extended beyond the boundaries of the

Company into the communities they serve

via the adoption of various havens,

orphanages, hospices and presentations to

community youth groups. As a result, a

Champions Programme will be launched

later in 2009 to formalise community

involvement.

• Thuso Toll-free Call Centre

Some 4,234 calls were routed via theThuso Call Centre for the year underreview. Outbound calls comprised 65.5%of these, mainly providing clinical supportto patients. Inbound personal advice callsmade up 29.7% of all calls.

• KABP Study

The regular KABP (Knowledge, Attitude,Behaviour and Perception) studies whichtest the general level of information,understanding and influencing behaviourof employees about education andawareness interventions have beenextended to the HIV positive employees totest their understanding and also determinethe level of stigmatisation experienced bythem in the workplace.

Environmental management

While our environmental impact is not big,our contribution is not totally insignificantand, as a result, during the year under reviewwe launched our Telkom Green Initiative, aconcerted effort to place green issues firmlyin the mainstream of our operations.

Treatment aspect Number of employees

HIV positive employees 708

HIV positive status via VCT 512 (72%)

HIV positive status via self-identification 196 (28%)

HIV employees registered on the Chronic Disease

Programme 389 (55%)

HIV employees registered on Medical Aid, NGO or

Government Programmes 92 (13%)

HIV positive employees on treatment (Expert Treatment

Programme (ETP)) 284 (40%)

• Treatment protocols

In terms of treatment protocols, the following table reflects the current treatment status:



Some of the key deliverables are:

• Measuring our carbon footprint through

the monitoring of electricity and fuel use;

minimising travel and reducing waste

and carbon emissions (there is no

carbon trading legislation in South

Africa as yet). Reducing our electricity

bill through the installation of meters at

key sites, a possible return to using more

solar power and the installation of wind

chargers.

Raptors

As part of our commitment to active environmental stakeholder

engagement with both governmental and non-governmental

organisations we attended various meetings around the country.

One of these is the annual meeting of the Northern Cape Raptor

Forum (NCRF). At the last meeting issues relating to the nesting

habits of sociable weavers on our towers were raised, specifically

the environmental impact the removal of these nests would have on

the survival of the Pygmy Falcons which prey on the weavers.

Bats

We are currently managing a bat encroachment concern in a

remote exchange building in Mpumalanga. A colony of free tailed

bats is roosting and raising its young in the ceiling, which creates

an unhealthy environment for our technicians performing routine

maintenance work. We are allowing the young to mature and will

then install a one-way excluder exit. This will allow the mature

adults and young to leave but not return. The final phase of the

project will be the erection of a bat house on the site to provide

an artificial roosting site for the colony.

Blue cranes

We are delighted to announce that since the installation of

‘flappers’ on our lines in the central region, no blue crane

mortalities have been recorded.

• Participation in national and

international climate change awareness

programmes.

• Employee behavioural change aware-

ness programmes.

• Computerised destination control

elevator system in our high rise

buildings.

• Improved functional efficiency of

underfloor cooling requirements in

equipment rooms.

• The implementation of the Green

building concept in partnership with our

facility management company; and

• Installation of motion sensor light

switches and upgrade of existing

lighting technology with more efficient

technology.

Management review


Performance review


CompanyFinancial

Information

Group overview



Corporate social investment

All our corporate social investment (CSI)

programmes are run and managed by the

Telkom Foundation which we established

10 years ago.

As a result of the Foundation’s work, we are

recognised as one of the largest CSI

investors in South Africa and in the year

under review we invested more than

R47 million, mainly in the areas of education

and the roll-out of information and

technology in disadvantaged communities.

As a result of this commitment, the Foundation

was voted the Top Empowerment Company

in CSI at the 2009 Oliver Empowerment

Awards, hosted by Topco.

The Foundation’s focus on education andtechnology is governed by our belief thatthese areas are key contributors to an equalopportunity society in South Africa. One ofthe most powerful learning resources is theinternet and by bringing this medium intoclassrooms around the country, educationalstandards will be enhanced.

It is our hope that our continued investmentin these fields will help redress skillsshortages, particularly in the engineering,science and IT fields.

We focused on four main projects in theyear under review:

• 2,010 for 2010 Schools ConnectivityInitiative

This is the Foundation’s biggest and most

ambitious project ever. Our goal is to

provide 2,010 schools across the country

with internet access by 2010.

The Foundation was voted the

Empowerment Company in CSITop



Fittingly, the initiative was launched in

February 2009 by our CEO, Reuben

September, at his former school, Grassy

Park High School in Cape Town.

Each participating school will receive an

internet connection; discounted broadband

subscription rates and interactive electronic

whiteboards and laptops.

Grassy Park also received an Internet Café

for use by not only the learners, but the

community. If this pilot programme is

successful, it will be rolled out to the other

schools as part of the overall initiative.

We have been a proud supporter of theSouth African Paralympic team since1992. Our team achieved 6th place inthe overall medal table in the 2008Beijing Olympics.

Management review


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CompanyFinancial

Information

Group overview



Corporate social investment (continued)

• Beacon of HopeThis programme, which was launched in2006, is designed to develop promisingyoung learners into future leaders byplacing top students from under-resourcedschools in some of the country’s leadinghigh schools.

The Foundation pays for the tuition andboarding fees; uniforms; books andstationery for the 186 learners enrolled inthe programme.

• Giving from the HeartInitiated by our Human Resourcesdepartment to encourage employees togive something back to the community, theproject was taken over by the Foundationin 2006.

Employees can either donate a portion oftheir salary to Giving from the Heart projects;donate their time and skills to projects, oridentify their own charities to which theycontribute either money or time. The TelkomFoundation matches every rand an employeedonates with the same amount.

In the year under review, the Foundationlaunched an Employee Volunteer Weekwhich resulted in our people working andassisting at the Tumelo Hospice inMabopane; the Centre of Hope inMahwelereng; the Nokuthula School forthe Intellectually Disabled in Marlboro; theUthando Orphanage House in Hazyview;St Patrick’s College in Kokstad and theHospice Association of Transkei inSouthernworld.

• SponsorshipsIn the year under review various grantswere made to organisations ranging fromChildline to Nurturing Orphans of AIDSfor Humanity (Noah) in line with ourcommitment to improving the lot ofpreviously disadvantaged communities.

Going forwardIn the next financial year, the TelkomFoundation will launch the Telkom Teacherof the Year awards to honour South Africa’stop maths, science and technologyeducators at the Further Education andTraining and the General Education andTraining level. The awards will be made inAugust 2009.

Our Telkom Business golf sponsorships enable us to position our brand in the businessenvironment. They also help us to introduce new products and reinforce our relationshipmarketing programme.



Sponsorships

Sponsorships continue to be an important

part of our brand building and reputation

management strategies. In the year under

review we focused on soccer, swimming

and golf.

Soccer

For the third consecutive year we

sponsored the Telkom Knockout, a Premier

Soccer League (‘PSL’) event played by all

16 PSL teams between October and

December. It is a knockout event that plays

a major role in honing South Africa’s soccer

skills.

For the ninth consecutive year we also

sponsored the Telkom Charity Cup, a one

day PSL event where the fans choose the

four competing teams. The teams who

receive the most telephone and SMS votes

play in a round robin series of games.

A significant portion of the money

generated by ticket sales and telephone

voting is given to charities working with

children, the elderly and people with

disabilities. Some 695,000 fans voted in

the 2008 event and R4.6 million was

raised for the charitable organisations.

2010 FIFA Soccer World Cup

Telkom is a tier three National Supporter

within the fixed-line environment. The

biggest sporting event in the world is the

perfect platform for Telkom to showcase its

ICT capabilities. In June 2009, the

Confederations Cup was utilised as a dress

rehearsal for the World Cup finals in

2010. Telkom exceeded all FIFA’s

requirements in ensuring that broadcasting

and media requirements were met. Telkom

has approximately 128,000 cable

kilometres of optical fibre in the ground –

enough to circle the world three times. This

is more than enough fibre to support the

massive amounts of bandwidth that FIFA

will need in 2010.

SwimmingSince 2000, we have sponsoredSwimming South Africa, a public benefitorganisation which promotes all aquaticsports in the country. In addition to manySouth African swimming stars such asRyk Neethling, Natalie du Toit andRoland Schoeman, Swimming South Africahas played a key role in boosting publicawareness of swimming as a life andsurvival skill. Swimming contributes towardsthe Company’s objectives of being acaring organisation, as the sport offersopportunities for both able and disabledpeople.

Drowning remains a major cause of deathamong children under the age of 14 and,as a result of our support for SwimmingSouth Africa’s ‘Learn to Swim’ programme,many children and adults in the countryhave the opportunity to learn to swim.

The programme is sub-divided into the

‘Pool Splash’ project which focuses on safe

swimming in pools; the ‘Ocean Splash’

project which concentrates on sea

swimming and the ‘Rural Splash’ project

which concentrates on swimming in rivers

and dams.

Golf

Our Telkom Business golf sponsorships –

the Telkom PGA Championships, the

Telkom PGA Pro-Am on the Sunshine Tour

and two Telkom Business Pro-Ams – enable

us to position our brand in the business

environment. They also enable us to

introduce new products and reinforce our

relationship marketing programme.

We also have a presence on Sunshine Tour

tournaments such as the SA Open and the

Nedbank Golf Challenge. In addition we

are a broadcast sponsor of international

events like the European Tour and World

Gold championships.

Paralympics

Telkom has been a proud supporter of the

South African Paralympics team since

1992. Our team achieved 6th place on

the overall medal table in the 2008 Beijing

Olympics. The Paralympics are not only

about sport; they are about hope, pride,

inspiration and courage. Telkom is

honoured to align our brand with this

message of upliftment.

Management review


Performance review


CompanyFinancial

Information

Group overview



Global reporting initiative (GRI) content index

Telkom has opted for an incremental adoption of the guidelines to the GRI index, the full adoption will include a quality assurance and

compliance audit report. In many cases, Telkom’s internal reporting frameworks pre-date external frameworks, hence this is presented as

a navigation aid as opposed to a “tick-box” compliance exercise.

Item Comment and reference

Vision and strategy

1.1 Statement of the organisation’s vision and strategy regarding its See Telkom’s website: www.telkom.co.za/ir

contribution to sustainable development.

1.2 Statement from CEO (or equivalent senior manager) describing Chief Executive Officer’s review

key elements of the report.

Profile

Organisational profile

2.1 Name of reporting organisation. Telkom SA Limited

2.2 Major products and/or services including brands if appropriate. Operational review

Further details of products and service can be accessed

on the website www.telkom.co.za

2.3 Operational structure of the organisation. Group structure

2.4 Description of major divisions, operating Group structure

companies, subsidiaries.

2.5 Countries in which the organisation’s operations are located. Enterprise risk management

2.6 Nature of ownership; legal form. Telkom Group structure

2.7 Nature of markets served. The telecommunications industry

Report scope

2.10 Contact person(s) for the report, including e-mail and Administration page and www.telkom.co.za/ir

web addresses.

2.11 Reporting period for information provided. Year ended March 31, 2009

2.12 Date of most recent previous report. Year ended March 31, 2008

Report profile

2.17 Decisions not to apply GRI principles or protocols. Sustainability review

2.18 Criteria/definitions used in any accounting for Notes to the consolidated annual financial statements

economic environment.

2.19 Significant changes from previous years in the Notes to the consolidated annual financial statements

measurement methods.

2.22 Means by which report users can obtain additional information See Telkom’s website: www.telkom.co.za/ir

and reports about economic, environmental and social aspects of

the organisation’s activities, including facility-specific information.




Governance structure and management systems

Structure and governance

3.1 Governance structure, including major Board committees. Corporate governance report

3.2 Percentage of the Board of directors that are independent, Corporate governance report

non-executive directors.

3.3 Board-level processes for overseeing economic, environmental Corporate governance report

and social risks and opportunities.

3.4 Linkage between executive compensation and achievement Human capital management report

of goals.

3.5 Organisational structure and key responsibilities. Chief officers and management team

3.6 Mission and values statements and codes of conduct. See Telkom’s website: www.telkom.co.za/ir

3.7 Mechanisms for shareholders to provide recommendations to the Company Secretary (see contact details on ibc;) IR road-

Board of directors. shows; AGM and the IR website www.telkom.co.za/ir

Stakeholder engagement

3.8 Major stakeholders. Sustainability review

3.9 Approaches to stakeholder consultation. Sustainability review

3.10 Type of information generated by stakeholder consultations. Sustainability review

3.11 Use of information resulting from stakeholder engagements. Sustainability review

Economic performance indicators

EC1 Net sales. Consolidated income statement

EC2 Geographic breakdown of markets. Notes to the consolidated annual financial statements

EC3 Cost of all goods, material and services purchased. Consolidated income statement

EC5 Total payroll benefits. Consolidated income statement

EC6 Distributions to providers of capital. Consolidated statement of changes in equity

EC7 Increase/decrease in retained earnings at end of period. Consolidated statement of changes in equity

EC8 Total sum of taxes of all types paid broken down by country. Notes to the consolidated annual financial statements

EC10 Donations to community, civil society and other groups. Corporate social investment report

Management review


Performance review


CompanyFinancial

Information

Group overview



Global reporting initiative (GRI) content index (continued)


Environmental performance indicators

Materials

EN1 Total material use other than water, by type (report in tonnes, Safety, health and environment report

kilograms or volume). Provide definitions used for types

of materials.

EN2 Percentage of materials used that are waste (processed Safety, health and environment report

or unprocessed) from sources external to the reporting

organisation.

EN5 Total water use. Safety, health and environment report

EN6 Land owned, leased, or managed in biodiversity-rich habitats. Safety, health and environment report

EN7 Description of major impacts on biodiversity, associated with Safety, health and environment report

the organisation’s activities and/or products and services in

terrestrial, freshwater and marine environments.

Social performance indicators

Labour practices and decent work

LA1 Breakdown of workforce. Human capital management report

LA2 Percentage of employees represented by independent Human capital management report

trade unions.

LA3 Occupational accidents and diseases. Safety, health and environment report

LA4 Standard injury, lost day and absentee rates and number of Safety, health and environment report

work-related fatalities.

LA5 Description of policies or programmes on HIV/AIDS. Safety, health and environment report

LA6 Average hours of training per year per employee by category Human capital management report

of employee.

LA7 Equal opportunity policies or programmes. Human capital management report

LA8 Composition of senior management and corporate Chief officers and management team

governance bodies. Corporate governance report


to competitivechallengesPerformance reviewFive year operational review 86Operational review 87Three year financial review 104Financial review 105

Management review


Performance review


CompanyFinancial

Information

Group overview



Five year operational review

for the years ended March 312005 2006 2007 2008 2009 CAGR (%)

Fixed-line operational dataADSL subscribers1 58,278 143,509 255,633 412,190 548,015 75.1Calling plan subscribers – 62,803 272,071 464,038 590,590 111.1

Closer subscribers – 62,803 266,300 451,122 575,812 109.3Supreme call subscribers – – 5,771 12,916 14,778 60.0

W-CDMA subscribers – – – – 5,253 n/aFixed access lines (’000)1 4,726 4,708 4,642 4,533 4,451 (1.5)

Post-paid – PSTN 3,006 2,996 2,971 2,893 2,769 (2.0)Post-paid – ISDN channels 664 693 718 754 781 4.1Prepaid 887 854 795 743 766 (3.6)Payphones 169 165 158 143 135 (5.5)

Fixed-line penetration rate (%) 10.1 10.0 9.8 9.5 9.1 (2.6)Revenue per fixed access line (ZAR) 5,250 5,304 5,275 5,250 5,349 0.5Total fixed-line traffic (millions of minutes) 31,706 31,015 29,323 26,926 24,869 (5.9)

Local 19,314 18,253 14,764 11,317 8,822 (17.8)Long distance 4,453 4,446 4,224 3,870 3,631 (5.0)Fixed-to-mobile 3,911 4,064 4,103 4,169 4,126 1.3International outgoing 415 515 558 635 622 10.6International VoIP 89 83 38 43 34 (21.4)Subscription based calling plans – – 1,896 2,997 3,546 36.8Interconnection 3,524 3,654 3,740 3,895 4,088 3.8

Domestic mobile interconnection 2,206 2,299 2,419 2,502 2,484 3.0Domestic fixed interconnection – – – 113 415 n/aInternational interconnection 1,318 1,355 1,321 1,280 1,189 (2.5)

Managed data network sites 11,961 16,887 21,879 25,112 29,979 25.8Internet all access subscribers2 225,280 282,927 302,593 358,066 423,196 17.1Fixed-line employees 28,972 25,575 25,864 24,879 23,520 (5.1)Fixed access lines per fixed-line employee3 163 184 180 182 189 3.8(1) Excludes Telkom internal lines.(2) Includes Telkom Internet ADSL, ISDN, WiMAX and dial-up subscribers.(3) Based on number of fixed-line employees, excluding subsidiaries.

Mobile operational data4

Total mobile customers (’000) 15,483 23,520 30,150 33,994 39,614 26.5South AfricaMobile customers (’000) 12,838 19,162 23,004 24,821 27,625 21.1

Contract 1,872 2,362 3,013 3,541 3,946 20.5Prepaid 10,941 16,770 19,896 21,177 23,561 21.1Community services telephones 25 30 95 103 118 47.4

Mobile churn (%) 27.1 17.7 33.8 42.3 40.1 10.3Contract 9.1 10.0 9.7 8.3 9.9 2.1Prepaid 30.3 18.8 37.5 47.9 45.4 10.6

Estimated mobile market share (%)5 56 58 58 55 53 (1.4)Mobile penetration (%) 49.5 70.6 84.2 94.3 108.0 21.5Total mobile traffic (millions of minutes) 14,218 17,066 20,383 22,769 24,383 14.4Mobile ARPU (ZAR)6 163 139 128 128 133 (5.0)

Contract 624 572 517 486 474 (6.6)Prepaid 78 69 63 62 68 (3.4)Community services 2,321 1,796 902 689 534 (30.7)

Mobile employees7 3,919 4,305 4,727 4,849 5,451 8.6Mobile customers per mobile employee7 3,276 4,451 4,867 5,119 5,068 11.5Other African countriesMobile customers (’000) 2,645 4,358 7,146 9,173 11,989 45.9Mobile employees8 1,074 1,154 1,522 1,992 2,336 21.4Mobile customers per mobile employee8 2,463 3,776 4,695 4,605 5,132 20.1Gateway employees – – – – 389 n/a(4) 100% of Vodacom data.(5) Based on Vodacom estimates.(6) With effect from April 1, 2008, ARPU calculations include revenues from national roamers and international visitors roaming on Vodacom’s network.

Historical ARPU numbers have been restated in line with this new methodology.(7) Includes Holding company and Mauritian employees and temporary employees.(8) Includes temporary employees.

Multi-LinksSubscribers – – 185,619 813,392 2,516,109 268.2Employees – – – 782 1,124 n/a

Permanent – – – 680 775 n/aExpatriate – – – 71 95 n/aTemporary – – – 31 254 n/a

Africa OnlineSubscribers9,10 – – n/a 17,252 18,441 n/aEmployees – – 317 379 313 (0.6)(9) From April 1, 2008, Africa Online changed the method of counting subscribers to include all the individual corporate sites as individual customers. The comparative information for 2008 has

been restated.(10) Excluding UUNet joint venture partner’s subscribers in Kenya. UU-Net had 300 and 320 subscribers as at March 31, 2008 and 2009, respectively.



Operational review

History and development of the

Company

Telkom was incorporated on September

30, 1991 as a public limited liability

company registered under the South

African Companies Act No. 61 of 1973,

as amended.

Registration number: 1991/005476/06

The Company’s principal executive offices

are located at:

Telkom Towers North

152 Proes Street

Pretoria

0002

Gauteng Province

South Africa

Telephone number: +27 (0)12 311 3566

Website address: http://www.telkom.co.za

Historical background

Prior to 1991, the former Department of

Posts and Telecommunications of South

Africa exclusively provided telecommuni-

cations and postal services in South Africa.

In 1991, the government of South Africa

transferred the entire telecommunications

enterprise of the Department of Posts and

Telecommunications of South Africa to a

new entity, Telkom, as part of a

commercialisation process intended to

liberalise certain sectors of South Africa’s

economy. Telkom remained a wholly state-

owned enterprise until May 14, 1997,

when the government of South Africa sold

a 30% equity interest in Telkom to Thintana

Communications LLC, a strategic equity

investor beneficially owned by SBC

Communications Inc. and Telekom Malaysia

S.D.N. Berhard. On March 7, 2003, we

completed our initial public offering and

listing on the JSE and NYSE, pursuant to

which the government of South Africa sold

a total of 154,199,467 ordinary shares,

including 14,941,513 ordinary shares

through the exercise of an over-allotment

option.

Sale and unbundling of Vodacom

shareholding

Effective as of April 20, 2009, Telkom

concluded the sale and unbundling of its

interest in Vodacom, pursuant to which the

following inter-conditional transactions

occurred:

• Telkom sold a 15% stake in Vodacom

for R22.5 billion of cash less the

attributable net debt of Vodacom as at

September 30, 2008 and 15% of any

dividends, and any secondary taxation

on companies (STC) levied thereon,

which amounted to R20,583 million.

• Telkom distributed to its shareholders a

sum equal to 50% of the after-tax

proceeds from the sale to Vodacom, net

of any STC levied thereon (R19 per

share) by way of a special dividend.

• Vodacom converted to a public

company and was listed on the main

board of the JSE Limited on May 18,

2009; and

• Telkom distributed its remaining 35%

stake in Vodacom to eligible Telkom

shareholders in proportion to their

shareholdings in Telkom, by way of an

unbundling in terms of Section 90 of the

Companies Act 61 of 1973, as

amended, and Section 46 of the

Income Tax Act 58 of 1962, as

amended.

On June 2, 2009, Telkom completed a

placement of 28,993,233 shares of

Vodacom, on behalf of ineligible foreign

shareholders, with institutional investors

through an accelerated bookbuild offering,

pursuant to Regulation S under the US

Securities Act of 1933. The Vodacom

shares were placed at a price of R53.00

per share, raising gross proceeds of

R1.54 billion for such ineligible foreign

shareholders. The proceeds from the

offering, net of applicable fees, expenses,

taxes and charges, were distributed to the

ineligible foreign shareholders in

proportion to their entitlement to Vodacom

shares. JP Morgan Securities Limited acted

as the Sole Bookrunner for the placement.

For further information on this transaction

please refer to the detailed announcements

posted on the Investor Relations website at

www.telkom.co.za.

Delisting on the New York Stock

Exchange

Given the current global economic climate

and the business imperative for Telkom to

reduce its cost base, the Board has

decided to delist from the New York Stock

Exchange. Maintaining a listing in the

United States is expensive and takes

considerable management time. The

methodology employed and discipline

gained from compliance with the

Sarbanes-Oxley reporting requirements

will be retained, where appropriate, to

ensure strict corporate governance

compliance and transparent financial

reporting.

Telkom is comfortable that the JSE provides

sufficient access to capital from both South

African and global investors. Telkom

intends to maintain a level 1 American

Depositary Receipt programme to facilitate

over-the-counter trading in the United States

of America.

Senior management

On November 14, 2008, the Board

announced that our business would be split

into three operational units – Telkom SA,

Telkom International and Telkom Data

Centre Operations, effective from April 1,

2009. On April 15, 2009 Thami

Msimango was appointed Managing

Director of the Telkom International business

unit. On May 1, 2009 Nombulelo Moholi

was appointed Managing Director of

Telkom SA and on July 30, 2009

Pierre Marais was appointed as acting

Managing Director of Telkom Data Centre

Operations.

Management review


Performance review


CompanyFinancial

Information

Group overview



Operational review (continued)

Peter Nelson was appointed Chief

Financial Officer on December 8, 2008.

On July 7, 2009 Telkom announced the

appointment of Jeffrey Hedberg as Chief

Executive Officer of Multi-Links.

Segmental reporting and discontinued

operations

At the beginning of 2009, Multi-Links was

added as a separate financial reporting

segment. Our four reporting segments are

now fixed-line, Multi-Links, mobile and

other. The other segment includes Trudon,

formerly TDS Directory Operations; Africa

Online; Swiftnet and Telkom Media.

Discontinued operations include Vodacom,

Swiftnet and Telkom Media.

Acquisitions and investments

During the year under review we purchased

an additional 25% of Multi-Links in Nigeria,

giving us 100% control of the company. In

addition, after year end we acquired

MWEB Africa and 75% of MWEB

Namibia from Naspers and we sold our

75% shareholding in Telkom Media to

Shenzhen Media South Africa.

Strategic agreement with AT&T

On April 16, 2009 we entered into a

strategic memorandum of understanding

with global communications leader AT&T to

enable the Company to extend its reach

into sub-Saharan Africa to service corporate

customers and boost our strategy to grow a

strong local footprint in Africa.

Business summaryWe are one of the largest companiesregistered in South Africa and one of thelargest communications service providers inAfrica based on operating revenue andassets. As of March 31, 2009, we hadtotal assets of R85.8 billion; operatingrevenue from continuing operations ofR35.9 billion; approximately 4.5 milliontelephone access lines with 99.9% of theseconnected to digital exchanges.

We offer our customers fixed-line voiceservices, fixed-line and wireless dataservices and mobile communicationsservices. Other services include the TrudonGroup, our directory services, Multi-Linksand MWEB Africa subsidiaries.

OverviewOur fixed-line segment is our largestbusiness segment and includes our fixed-line voice, data and internet businesses.Telkom’s fixed-line services comprise:

• Fixed-line subscription and connectionservices to postpaid, prepaid andprivate payphone customers using PSTNlines including ISDN lines, and the saleof subscription based value-added voiceservices and customer premisesequipment (CPE) rental and sales.

• Fixed-line traffic services to postpaid,prepaid and payphone customersincluding local, long distance, fixed-to-mobile, international outgoing andinternational Voice over Internet Protocol(VoIP) traffic services.

• Interconnection services, including

terminating and transiting traffic from

South African mobile operators and

international operators, as well as

transiting traffic from mobile to

international destinations, and

• Data and internet services, includingdomestic and international datatransmission services, such as point-to-point leased lines, ADSL services, W-CDMA packet based services,managed data networking services, aswell as internet access and relatedinformation technology services.

Products and services

Subscriptions and connectionsTelkom provides post-paid, prepaid andprivate payphone customers with digitaland analogue fixed-line access servicesincluding PSTN lines, ISDN lines, andwireless access between a customer’spremises and our fixed-line network. Eachanalogue PSTN line includes one accesschannel, each basic rate ISDN lineincludes two access channels and eachprimary rate ISDN line includes 30 accesschannels. Each ISDN line transmits signalsat speeds of 64 Kbps per channel.Subscriptions to ADSL are included in ourdata services revenue.

We were the first fixed-line operator

globally to provide a prepaid service on a

fixed-line network. Our prepaid service

offers customers an alternative to the

conventional post-paid fixed-line telephone

Year ended March 31,

2008/2007 2009/2008

(in thousands, except percentages) 2007 2008 2009 % change % change

Post-paid PSTN(1) 2,971 2,893 2,769 (2.6) (4.3)

Business 1,426 1,429 1,396 0.2 (2.3)

Residential 1,545 1,464 1,373 (5.2) (6.2)

Prepaid PSTN 795 743 766 (6.5) 3.1

ISDN channels 718 754 781 5.0 3.6

Payphones(2) 158 142 135 (10.1) (4.9)

Total fixed access lines(3) 4,642 4,532 4,451 (2.4) (1.8)

(1) Excluding ISDN channels. PSTN lines are provided using copper cable, DECT and fibre.(2) Includes public and private payphones.(3) Total fixed access lines are comprised of PSTN lines, including ISDN channels, prepaid lines, ADSL lines and public and private payphones, but excluding

internal lines in service. Each analogue PSTN line includes one access channel, each basic rate ISDN line includes two access channels and each primaryrate ISDN line includes 30 access channels.



service. All costs including installation,

telephone equipment, line rental and call

charges are paid in advance, eliminating

the need for monthly telephone bills. We

target our prepaid service mainly at first-

time residential customers who do not have

sufficient credit history, and are located in

areas where we can provide access to our

network without significant additional

investment. Customers who have previously

had their telephone service disconnected

due to non-payment are also encouraged

to migrate to our prepaid service option in

order to reduce future non-payments while

satisfying demand for our services.

We also offer a broad range of value-

added voice services on a subscription or

usage basis including call forwarding, call

waiting, conference calling, voicemail, toll-

free calling, ShareCall which permits

callers and recipients to share call costs,

speed dialling, enhanced fax services and

calling card services for payphones. These

services complement our basic voice

services and provide us with additional

revenue while satisfying customer demand,

enhancing our brand and increasing

customer loyalty. Value-added voice

services such as our CallAnswer voicemail

service are also bundled with value-added

calling plans such as Telkom Closer, to

further enhance the value of these services

to our customers.

We provide payphone services throughout

South Africa. As at March 31, 2009,

Telkom operated approximately 132,208

public payphones and approximately

3,146 private payphones, of which

approximately 39% were coin-operated

and combination payphones, and the

remainder card-operated payphones.

The table opposite presents information

regarding our post-paid and prepaid lines

as well as payphones as at the dates

indicated, excluding our internal lines.

The table above shows information related

to the number of our fixed access lines in

service, net line growth and churn for the

periods. Churn is calculated by dividing

the number of disconnections by the

average number of fixed access lines in

service during the year.

Connections include new line orders resulting

primarily from changes in service and, to a

lesser extent, new line roll-out. Disconnections

include both customer-initiated disconnections

and Telkom-initiated disconnections. Included

in disconnections and churn are those

customers who have terminated their service

with Telkom and subsequently subscribed to a

new service with Telkom as a result of

relocation or change of subscription to a

different type of service.

Value-enhancing bundles

During the year under review, Telkom

continued to focus on customer retention

and offering value for money by

continuously enhancing packages such as

PC bundles and Telkom Closer, including

the following:

From August 1, 2009, Closer customers

will have the option to choose between

CallAnswer and Identicall. Currently the

package includes only CallAnswer.

Telkom Closer 1

Includes line rental, CallAnswer, a minimum

flat-rate charge for calls during off-peak

time up to one hour, a discounted per

record rate for local and long distance

calls subject to a minimum charge, as well

as 30 free local minutes during standard

time introduced since August 2007. In

addition, with effect from August 2008,

this package includes 60 free local internet

minutes during off-peak time.

Telkom Closer 2

Includes line rental, CallAnswer, unlimited

free calls during off-peak time up to one

hour, a discounted per record rate for local

and long distance calls subject to a

minimum charge, as well as 30 free local

minutes during standard time introduced in

August 2007. In addition, with effect from

August 2008, this package includes

60 free local internet minutes during off-

peak time.

Telkom Closer 3

Includes line rental, CallAnswer, 1,300

inclusive free peak-time minutes, unlimited

free calls during off-peak time up to one

hour, a discounted per second rate for

local and long distance calls subject to a

minimum charge, as well as reduced rates

to selected international destinations and

pure per second billing for fixed-to-mobile

calls since August 2007.

Telkom Closer 4

All the benefits of Telkom Closer 3 bundled

with Fast DSL up to 384 Kbps.

Telkom Closer 5

All the benefits of Telkom Closer 3 bundled

with Fastest DSL up to 4096 Kbps.

Telkom Closer plans 1 to 3 have an option

to purchase 150 or 75 local internet hours

during call more time.


2008/2007 2009/2008

(in thousands, except percentages) 2007 2008 2009 % change % change

Opening balance 4,708 4,642 4,532 (1.4) (2.4)

Net line growth (66) (110) (81) (66.7) (26.4)

Connections 572 497 482 (13.1) (3.0)

Disconnections (638) (607) (563) (4.9) (7.2)

Closing balance 4,642 4,532 4,451 (2.4) (1.8)

Chum (%) 13.6 13.3 12.5 (2.2) (6.0)

Management review


Performance review


CompanyFinancial

Information

Group overview




The Telkom Closer packages have

performed well, increasing by 27.6% to

575,812 plans. Supreme call packages,

targeted at the business segment, have

increased by 14.4% to 14,778 packages

and PC bundles have increased 48.3% to

11,336. Telkom continues to be successful

in tying in large corporate customers to

term and volume discount plans. Annuity

revenue streams, which exclude line

installations, reconnection fees and

CPE sales, have increased by 6.8% to

R7.4 billion. Telkom will seek to continue

converting revenue streams to annuity

revenues. This will be done largely through

bundling call minutes and ADSL services

with access line rental in attractive

subscription based value propositions. This

is an important strategy for delivering

greater value to our customers. Our current

line penetration of bundled products is

41.7% and we are targeting a penetration

of 56% by 2013/14.

Pricing is a key element of the value

proposition and our pricing strategy is

aimed at improving our competitiveness in

areas where competition is expected to

intensify and where arbitrage opportunities

exist. Telkom’s strategy to counter pricing

pressures is as follows:

• Actively offer value based calling plans

and bundles to extend value and

savings to our customers.

• Reduce international and long distance

rates to reduce arbitrage opportunities;

• Rebalance standard/off-peak local

rates, to better align these with

international norms and improve our

competitive position; and

• Reduce and rebalance national and

international data prices to improve our

competitive position.

The decrease in the number of subscriber

lines was largely in the residential post-

paid PSTN line and, to a lesser extent,

business post-paid PSTN lines, partially

offset by an increase in ISDN channels.

The decrease in the number of residential

post-paid PSTN lines was mainly due to the

introduction of competition in the fixed-line

arena from Neotel, including due to

customers relocating and changing

providers, customer migration to mobile

and higher bandwidth products and, to a

lesser extent, cable theft incidents. The

increase in prepaid services in the 2009

financial year was due primarily to our

lower priced “Waya-Waya” offering,

which accounted for approximately 60.2%

of prepaid services as of March 31,

2009. The increase in ISDN channels and

ADSL services was mainly driven by

increased demand for higher bandwidth

and functionality. This is evident in the 6%

growth in ISDN Primary rates and the 33%

growth in ADSL services. The upgrading of

DSL 1024 to DSL 4096 increased the

attractiveness of this DSL band, with

customers migrating from DSL 512 to the

high speed offering despite the added

cost. Telkom’s aggressive marketing

campaigns for Do Broadband products,

also contributed to the ADSL growth. In the

2009 fiscal year, Telkom introduced a

wireless W-CDMA service to combat the

effects of theft, as well as grow market

share in anticipation of Telkom moving into

the mobile market. Connections to our

wireless W-CDMA service are included in

our numbers of subscribers, but not lines.

We also offer telecommunications equip-

ment rentals and sales such as telephones

and private branch exchange (PABX)

systems, as well as related post-sales

maintenance and service for residential

and business customers in South Africa.

The market in South Africa for such

equipment and systems, commonly known

as customer premises equipment (CPE), is

characterised by high competition and low

profit margins. We believe, however, that

the supply and servicing of CPE is an

essential part of providing a full service

to our customers and in the process

stimulating usage on our network.

Traffic minutes

We offer local, long distance, fixed-to-

mobile, international outgoing and

international voice over internet protocol

services to business, residential and

payphone customers throughout South

Africa at tariffs that vary depending on the

destination, length, day and time of call.

The following table presents information

regarding our fixed-line traffic minutes,

excluding interconnection traffic, for the

periods indicated. We calculate fixed-line

traffic by dividing fixed-line traffic revenues

for the particular category by the weighted

average tariff for that category during the

relevant period.


2008/2007 2009/2008

(in millions of minutes, except percentages) 2007 2008 2009 % change % change

Local(1) 14,764 11,317 8,822 (23.3) (22.0)Long distance(1) 4,224 3,870 3,631 (8.4) (6.2)Fixed-to-mobile 4,103 4,169 4,126 1.6 (1.0)International outgoing 558 635 622 13.8 (2.0)International voice over internet protocol 38 43 34 13.2 (20.9)Subscription based calling plans 1,896 2,997 3,546 58.1 18.3

Total 25,583 23,031 20,781 (10.0) (9.8)

(1) Local and long distance traffic includes dial-up Internet traffic.



Traffic was adversely affected in both the

2009 and 2008 financial years by the

increasing substitution of calls placed using

mobile services rather than our fixed-line

service and dial-up internet traffic being

substituted by our ADSL service, as well as

the decrease in the number of residential

post-paid PSTN lines and increased

competition in our payphone business. In

addition, the 2009 financial year traffic

was adversely affected by customer

migration to broadband services offered

by mobile operators.

The table above sets forth information

regarding interconnection traffic terminating

on or transiting through our network for

the periods indicated. We calculate

interconnection traffic, other than

international outgoing mobile traffic and

international interconnection traffic, by

dividing interconnection revenue for the

particular category by the weighted

average tariff for such category during the

relevant period. Fixed-line international

outgoing mobile traffic and international

interconnection traffic are based on the

traffic registered through the respective

exchanges and reflected in international

interconnection invoices.

The increase in domestic mobile

interconnection traffic in the years ended

March 31, 2009 and 2008 was primarily

due to an overall increase in mobile calls

as a result of growth in the mobile market,

partially offset by increased mobile-to-

mobile calls bypassing our network. The

decrease in domestic mobile inter-

connection traffic in the 2009 financial

year was primarily due to increased

mobile-to-mobile calls bypassing our

network.

Domestic fixed interconnection traffic

includes traffic from Neotel, USALs and

VANS. The increase in domestic fixed

interconnection traffic in the year under

review was mainly due to increased

competition.

International interconnection traffic

decreased in the 2009 and 2008

financial years due to a decrease in

volumes as a result of loss of volumes to

Neotel, Sentech, the USALs and illegal

operators terminating traffic in the country.

The decrease was partially offset by

increased international hubbing traffic in

the year under review.

Tariff rebalancing

We made significant progress in

rebalancing our fixed-line tariffs. Our tariff

rebalancing programme was historically

aimed at better aligning our fixed-line traffic

charges with underlying costs and

international norms. We expect that our

tariff rebalancing in future will focus more

on the relationship between the actual

costs and tariffs of subscriptions,

connections and traffic in order to more

accurately reflect underlying costs, and in

response to increased competition.

Regulations under the Telecommunications

Act, which remain in effect, impose a price

cap on a basket of Telkom’s specified

services including installations, prepaid

and post-paid line rental, local, long

distance and international calls, fixed-to-

mobile calls, public payphone calls, ISDN

services, our Diginet product and our

Megaline product. A similar cap applies to

a sub-basket of those services provided to

residential customers, including leased

lines up to and including lines of 2 Mbps

of capacity and the rental and installation

of business exchange lines. Approximately

57% of our operating revenue for the year

ended March 31,2008 was included in

this basket, compared to approximately

54% in the year ended March 31, 2009.

Our tariffs for these services are filed with

ICASA for approval. The price cap

operates by restricting the annual

percentage increase in revenues from all

services included in the basket that are

attributable solely to changes in annual

inflation, measured by changes in the

consumer price index, less a specified

percentage.

Historically, the annual permitted

percentage increase in revenues from both

the whole basket and the residential sub-

basket was 1.5% below inflation. Effective

from August 1, 2005 through July 31,

2008, the annual permitted increase in

revenues from both the whole basket and

the residential sub-basket was lowered to

3.5% below inflation, and ADSL products

and services have been added to the

basket. In addition, the price of no

individual service within the residential sub-

basket can be increased by more than 5%

above inflation except where specific

approval has been received from ICASA,

and pursuant to the Electronic Communi-

cations Act, revenue generated from

services where we have significant market

power may not be used to subsidise

competitive services. Early in 2008,

ICASA commissioned a review of the

existing price control regulations

applicable to Telkom; however, ICASA has

not initiated the statutory public process of

reviewing the existing regulations. Telkom is


2008/2007 2009/2008

(in millions of minutes, except percentages) 2007 2008 2009 % change % change

Domestic mobile interconnection traffic 2,419 2,502 2,484 3.4 (0.7)

Domestic fixed interconnection traffic – 113 415 n/a 267.3

International interconnection traffic 1,321 1,280 1,189 (3.1) (7.1)

Total 3,740 3,895 4,088 4.1 5.0

Management review


Performance review


CompanyFinancial

Information

Group overview




awaiting communications from ICASA in

respect of proposed timelines for the

review.

ICASA approved a 2.1% reduction in the

overall tariffs for services in the basket

effective August 1, 2006, a 1.2%

reduction in the overall tariffs for services in

the basket effective August 1, 2007 and a

2.4% increase on its regulated basket of

products and services effective August 1,

2008. On June 22, 2009, Telkom filed

with ICASA proposed average price

increases on its regulated basket of

products and services of 1.7% as a result

of inflation increases, effective August 1,

2009. The price control formula would

have permitted Telkom to apply for a

19.7% price increase due to the high

consumer price index in South Africa and

excess carryover of lower price increases

for prior periods. Our tariffs are subject to

approval by the regulatory authorities. All

tariffs include value-added tax (VAT) at a

rate of 14%.

Data

Leased lines

A large number of leased lines are

provided to the mobile operators at

negotiated wholesale rates for the build-out

of their networks. With the growth in traffic

carried on the mobile networks, a need

was identified for the deployment within

these networks of transmission links with

speeds higher than the 2 Mbps provided

by existing agreements. We have

broadband fixed-link leasing agreements

with Vodacom, MTN and Cell C. These

agreements have been enhanced over

time, and we currently provide broadband

links at speeds of 45 Mbps, 155 Mbps

and 622 Mbps, and anticipate that we

will soon be providing links at speeds of

2.5 Gbps. Formalised service level

agreements as well as term and volume

based discount structures, as a counter to

the competitive challenges that are

occurring in this area of the business, have

been implemented.

Recognising the increasing threat ofcompetition in the provision of leased linesto the mobile operators, Telkom introducedfurther discounting structures in the 2007and 2008 financial years to enhance theattractiveness of Telkom’s product offeringsto this rapidly growing market. Fixed-linkleasing agreements were also entered intowith some of the smaller operators,including VANS and USALs, as well as withNeotel. Vodacom and MTN have bothindicated that they intend to self-providesome of the leased lines, which they requirefor the build-out of their networks, as analternative to leasing from Telkom. We arecurrently negotiating improved leased lineprices with the mobile operators in order toretain revenue from leased lines.

The table below indicates the bandwidthcapacity of our Diginet, Diginet Plus, ATMExpress and broadcasting datatransmission services:

Leased line BandwidthDiginet 64 KbpsDiginet Plus 128 Kbps to 2 MbpsATM Express 2 Mbps to 155 Mbps

BroadcastingAnalogue audio 7.5 or 15 KHzAnalogue video 70 MHzDigital 2 Mbps to 155 Mbps

Managed data networking services

Our managed data networking services

combine our data transmission services

discussed above with active network

management provided through our state-of-

the-art national network operations centre.

We offer a wide range of integrated and

customised networking management

services, including design, planning,

installation, management and maintenance

of corporate-wide data, voice and video

communications networks, as well as other

value-added services such as capacity,

configuration and software version

management on customers’ networks. To

support our service commitment, we offer

guaranteed service level agreements on a

wide range of our products, which include

guaranteed availability, or uptime, of the

network through the use of our national

network operations centre.

Our managed data networking services

include our customer network care service

which facilitates the network management

of all our data transmission services using

the leased lines or packet based services

discussed above, and our Spacestream

and IVSat products, which are satellite

based products. Spacestream is a high

quality, flexible satellite networking service

that supports data, voice, fax, video and

multimedia applications, both domestically

and in the rest of Africa.

Managed data networking services are

billed on a monthly basis and vary by

customer depending on the particular

services provided and the number of

network sites under management.

As of March 31,

2008/2007 2009/2008

2007 2008 2009 % change % change

Terrestrial based 12,905 17,237 19,042 33.6 10.5

Satellite based 8,974 7,875(1) 10,937(2) (12.2) 38.9

Total managed network sites 21,879 25,112 29,979 14.8 19.4

(1) Satellite based managed network sites declined during the 2008 financial year as a result of Uthingo, the South African lottery operator, losing its licenceto operate.

(2) The increase in the 2009 financial year was mainly due to new global and corporate customers and expansion of the networks of existing customers.



Telkom’s focus on bringing new innovativeproducts to the market that cater forincreased data usage and convergedservices has resulted in our new VPNproducts gaining increased traction in themarket. We have increased VPN sites by20.7% to 14,659. Our VPN Lite products,which are delivered over the ADSLnetwork, include advanced self-help andonline charging solutions. This product waslaunched during November 2007. Telkomis in the process of building on a culture ofresearch and innovation and fast time-to-market, in order to cater for customers whoare increasingly looking for innovative,easy to use products.

Broadband and converged services continueto perform well with ADSL subscribers up33% to 548,015. Do Broadbandsubscribers increased 58.1% to 188,540.Internet all access subscribers increased18.2% to 423,196. Our current broadbandline penetration rate is 15% and our targetedpenetration rate is 25 by 2013/14.

We have increased DSLAMs throughoutthe country by 50.4% to 4,000 sites. Wehave installed 91% of ADSL lines within21 working days where no network buildis required, compared to 79% in the yearended March 31, 2008 and 74% within21 working days where network build isrequired compared to 66% in the yearended March 31, 2008. The ADSL SelfInstall option is expected to continue toimprove the installation times. As of March31, 2009, 57% of all ADSL installationswere being done through the Self Installoption.

ADSL allows provisioning of high speedconnections over existing copper wiresusing digital compression. We havedifferent ADSL services available, aimed atthe distinct needs of our customers.

Internet access services and other relatedinformation technology servicesTelkom is one of the leading internet accessproviders in South Africa in the retail andwholesale internet access provision markets.We also package our TelkomInternetproduct with personal computers, ADSL andISDN services, as well as our satellite accessproducts, SpaceStream Express andSpaceStream Office.

Our South African Internet exchange (SAIX)is South Africa’s largest internet accessprovider, offering dedicated and dial-up,aDSL and satellite internet connectivity tointernet service providers and value-addednetwork providers. SAIX has offered fixed-line network internet access through dial-upservice since 1995. SAIX derives revenuefor its access services primarily fromsubscription fees paid by internet serviceproviders and value-added networkproviders for access services. In order togrow the portfolio, an opportunity has beenidentified to develop a service targetedmainly at night-time users of the SAIX ADSLservice. These customers can be regardedas heavy users as they use the service mainlyfor games, music and movie downloading.The SAIX customer base has expandedbeyond service providers and value-addednetwork providers, and now includesVodacom and other operators in Africa.These include incumbents in Mozambique,Namibia, Angola, Zimbabwe and Lesotho.

Broadband and converged servicesWe have identified an opportunity todevelop a SAIX northern hemisphere

DSL DSL DSL

384 512 4096

Downstream speed Up to 384 Kbps 512 Kbps 4096 Kbps

Upstream speed Up to 128 Kbps 256 Kbps 512 Kbps

The following table indicates our product offerings as at March 31, 2009:


2008/2007 2009/2008

2007 2008 2009 % change % change

Wholesale

Internet leased lines-equivalent 64 kbps 19,247 22,541 24,204 17.1 7.4

Dial-up ports 11,462 7,010 4,541 (38.8) (35.2)

Retail

Internet all access subscribers 302,593 358,066 423,196 18.3 18.2

internet service targeted at African operatorsand ISPs to enhance additional growth ofinternet access services north of the equator.Currently, the customers in this region buytheir internet services from Europe. Byestablishing a central SAIX hub in Londonwe believe we can capture this market andincrease our revenue.

The table below presents informationregarding our wholesale and retail internetservices and customers as at the datesindicated.

Voice over Internet Protocol networkSoftswitch capability has been deployedas an overlay network to enable thecommunication of VoIP services. Ourcurrent VoIP network terminates calls fornumerous international voice carriers intoour fixed-line network as well as localVANS providers. Call centres from aroundthe world that have relocated to SouthAfrica due to favourable economicconditions and lower resource costs arealso hosted on our VoIP network. Telkomhas points of presence for connectivity tothe VoIP network in Amsterdam, London,New York, Ashburn (Washington DC),Hong Kong, Zambia, Zanzibar, Tanzania,Senegal and Madagascar. The networkhas 69 media gateways and can terminatesome 32,700 voice circuits. The mediagateways compress the traditional voicechannels of 64 Kbps to 8 Kbps channels,thus enabling us to reduce the cost ofinternational calls, while maintaining theperceived voice quality of a 64 Kbps call.

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WiFiIn February 2005 Telkom launched a hotspot service that provides wireless dataaccess through 802.11b/g WiFitechnology. Any user with a wireless-enablednotebook computer or personal digitalassistant can connect to the service while inthe coverage area. WiFi is mainly targetedat restaurants, hotel groups, major shoppingmalls and some sites on national routes. AtMarch 31, 2009 Telkom had 335 hotspots,up from 237 at March 31, 2008.

WiMAXTelkom has launched services based on fixed(IEEE 802. 16-2004) WiMAX technology.This technology is a standards basedbroadband wireless access technology thatprovides throughput connectivity in a point-to-multipoint configuration. The technology isdesigned to enable Telkom to complement itsADSL service offering and voice services tocustomers in areas affected by fixed-linecopper cable problems. Currently there are57 WiMAX base stations across all majorcities and towns with 2,615 customers,including voice and internet customers as ofMarch 31, 2009.

W-CDMAWe have started rolling out a W-CDMAWireless Local Loop (WLL) network in the2100MHz band. Initially planned to deliverservice in areas plagued by theft, breakagesand incidents, the network is now expectedto evolve into a full mobile network tocompete with other mobile operators. As ofMarch 31, 2009, we had 141 basestation sites in major metropolitan areas.

Geographic expansion and otheroperationsTelkom aims to establish itself as a regionalvoice and data player through providing arange of hosting services, managedsolutions, mobile voice and wirelessbroadband services. We are also enteringthe field of management consulting tooperators. In addition, we are positioningTelkom as a wholesale facilities andinfrastructure enabler for regional incumbents.

Our expansion to date has been throughMulti-Links, a private telecommunicationsoperator operating in Nigeria and AfricaOnline, an internet services provider with

its head office in Kenya and operating ineight other African countries.

The Telkom Group added Multi-Links as anew segment to its financial reporting for the2009 financial year. As a result, the TelkomGroup’s four reporting segments for the2009 financial year are fixed-line, Multi-Links, mobile and other. The other segmentincludes Telkom’s Trudon, formerly known asTDS Directory Operations, and AfricaOnline subsidiaries. The information in thisannual report has been updated to reflectthe above changes to Telkom’s reportingsegments.

TrudonTelkom owns 64.9% of Trudon, formerlyknown as TDS Directory Operations, thelargest directory publisher in South Africaproviding white and yellow pagesdirectory services and electronic whitepages. In the year ended March 31,2009, Trudon published approximately5.437 million white, 1.995 million yellowand 7.433 million combined directories.Trudon also provides electronic yellowpages and value-added content through fullcolour advertisements. Trudon hasimproved the accessibility and distributionof directories through door-to-door deliveryand electronic media. Trudon also providesnational telephone inquiries and directoryservices. The remaining 35.1% of Trudon isowned by Truvo Services South Africa (Pty)Ltd, formerly known as Maister Directories.On January 23, 2007, Trudon acquired a100% shareholding in a shell companyand subsequently renamed it TDS DirectoryOperations (Namibia) (Pty) Ltd, whichprovides directory services in Namibia.On October 31, 2008, Trudon sold a25% interest in TDS Directory Operations(Namibia) (Pty) Ltd to Ripanga InvestmentHoldings (Pty) Ltd, a black economicempowerment partner in Namibia, for twomillion Namibian dollars.

Trudon’s capital expenditure wasR12 million in the 2009 financial year asthe company sought to continue to expandaccess and distribution into new markets.Trudon has invested in a new onlineplatform in order to combat decliningrevenue from printed products.

Trudon’s primary competitors for printmaterials include Caxton, Easy Info andBrabys. Trudon’s primary internetcompetitors include Yahoo, Google,Ananzi, as well as vertical searchcapabilities such as Auto Trader andSupersport. Trudon’s estimated marketshare as of March 31, 2009 wasapproximately 11% in respect of printmedia and approximately 22% in respectof internet directory services.

Trudon had 531 employees as of March31, 2009.

Multi-LinksWith effect from May 1, 2007, Telkomacquired 75% of Multi-Links Telecom-munications Limited, or Multi-Links, throughTelkom International, a wholly owned SouthAfrican subsidiary, in Nigeria, forUS$280 million, or R1,985 million. Theremaining 25% of Multi-Links was ownedby Kenston Investment Limited, aninvestment company based in the Isle ofMan in the United Kingdom. With effectfrom January 21, 2009, Telkom acquiredthe remaining 25% interest in Multi-Links forUS$130 million, thereby increasing itsownership of Multi-Links to 100%. Thepurchase price was subject to a contractualput option in favour of the minorityshareholder.

Multi-Links is a private telecommunicationsoperator with a Unified Access Licenceallowing fixed, mobile, data, long distanceand international telecommunicationsservices to corporate clients, wholesaleand mass markets in Nigeria.

Multi-Links’ Unified Access Licence wasgranted on November 1, 2006 and has aterm of 10 years, with seven yearsremaining. There are currently13 operators licensed with Unified AccessServices Licences in Nigeria, making theNigerian telecommunications marketextremely competitive as operators may useany technology to deliver voice, data andvideo services to their customers.

We were disappointed with theperformance of Multi-Links. The poorperformance is solely attributable to ourunder-estimation of the competitiveness ofthe Nigerian market and the aggressive



response of the CDMA operators to oursubsidisation of handsets. We also failedto adequately manage our distributionchannels and opened ourselves up toexploitation by the dealers. We have learntour lessons the hard way. Turning aroundMulti-Links is our number one priority.

Multi-Links reported a 124.9% increase inrevenue to R1.9 billion with subscribersgrowing 209.3% to 2,516,109 in theyear ended March 31, 2009. Voice anddata revenue contributed 75.0% to totalrevenue, handset sales 11.9%, inter-connect revenue 12.6% and SMS 0.5%.

Multi-Links’s slow start in developing anefficient and well controlled distributionchannel, together with a departure from itsinitial strategy of focusing on high ARPUsubscribers, the delayed launch of EVDOand destructive competition in the CDMAmarket caused ARPU to decline fromUS$32 at March 31, 2008 to US$9 atMarch 31, 2009. Telkom is currentlyaddressing these challenges as indicatedbelow.

Operating expenses increased 157.1% toR2.4 billion primarily as a result of upfronthandset subsidies. The average cost per unitequalled approximately R400 and subsidiestotalled R281 million. Payment to otheroperators contributed 26.9%, selling generaland administrative expenses 46.0%,employee expenses 5.2%, operating leases8.0%, service fees 1.6% and depreciation12.3%.

Multi-Links reported a negative EBITDAmargin of 11.9%, an EBITDA loss ofR226 million for the year ended March 31,2009 and a net loss of R1.76 billion afteraccounting for an impairment of thedeferred tax asset of R301 million. Baddebts increased 208.2% to R7.9 million.

Multi-Links has begun focusing its attention onthe SMME, corporate and wholesalemarkets and mainly on high ARPU users. Itsrevenue retention and growth strategy willconcentrate on increasing revenue of fixedwireless and mobile customers through brandawareness and promotion; expandingbroadband internet to offer high valuebundles and services. Through its extensivefibre network it will provide high quality

internet protocol/next generation networkservices to the government, corporate andSMME customers whilst extending its metro-ethernet services. The reach of its fibrenetwork also allows Multi-Links to concentrateon carrier class corporate and wholesaleproduct and services offerings.

Multi-Links has contracted the service ofBlue Label Telecoms Limited to assist withthe development and management ofour distribution channels, dealerships,promotional campaigns and inventorymanagement.

Operating expenses have been driven bynetwork growth, rehabilitation ofdistribution channels, marketing costs andcustomer acquisition and maintenance.Multi-Links is focusing on containing coststhrough reducing handset subsidiesdrastically, continuing to migrate to an all IPnetwork in order to reap the benefits of itscost effective network managementcapabilities and securing cost effectiveinternational connectivity through the SAT-3and other submarine cables.

Capital expenditure increased 112.7% toR2.8 billion in the year ended March 31,2009. In the 2009 financial year, Multi-Links’s build and expansion programmeachieved the following:

• Deployed additional packet basedmobile switching centres increasing theavailable capacity from 1,000,000 to2,800,000 subscribers.

• Extended home location registercapacities from 800,000 to5,100,000 subscribers.

• Rolled out additional base transmissionstations increasing its total capacity from800,000 to 1,800,000 subscribers.

• Successfully launched its broadbandservice offering by rolling out an EVDO3G network to a capacity of 100,000subscribers.

• Added 1,300 kms of optic fibre resultingin a total to 3,711 kms.

• Increased international capacity by theaddition of 2 x 155Mb services on theSAT-3 submarine cable system; and

• Extended coverage to 22 states andAbuja.

Turning around Multi-Links’s performance isvital to Telkom given the extent of theGroup’s investment and the enormousopportunity the Nigerian market provides.

US$100 million has been budgeted for the

2009/10 financial year for the completion

of an additional 1,645 km build and

584 km swop of optic fibre cable for the

DWDM/SDH network. It is anticipated that

the network will connect 80 DWDM/SDH

sites, covering all major cities in Nigeria,

providing us with additional bandwidth

connectivity for voice and data customers.

In addition, 227 cell towers are to be

erected and another 300 commissioned on

third party leased tower infrastructure during

the year. Seven new customer service

centres are planned to facilitate and support

the network growth.

We expect Multi-links to be EBITDApositive in 2010/11 and to be cash flowpositive by 2011/12.

Africa OnlineOn February 23, 2007, Telkom acquired100% of the issued share capital of AfricaOnline from African Lakes Corporation fora total cost of R150 million. Africa Onlineis an internet service provider active inCote d’Ivoire, Ghana, Kenya, Namibia,Swaziland, Tanzania, Uganda, Zambiaand Zimbabwe. Africa Online’s strategyfocuses on brand development, creationand development of customer channels,improvement of network systems, humanresources development and an expansiondrive targeting other African countries.Africa Online offers wireless and fixedtechnologies, hosting and domainregistration to both consumer andcorporate customers.

In the 2009 financial year, Africa Onlinehad R194 million of revenue and R216 million of total assets. The majorcontributors to revenue were corporate andconsumer wireless and broadband VSATservices. Consumer wireless revenuegrowth was predominantly in East Africa,while corporate revenue growth was

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mainly in Ghana and Uganda. The growthin Pan African business, Ghana andTanzania accounted for the increase inBroadband VSAT. In the 2008 financialyear, Africa Online had R110 million ofrevenue, and R122 million of total assets.In the 2008 financial year, dedicatedcorporate links and consumer wirelesswere the highest revenue streams followedclosely by dial-up business. Dial-uppackages are the most popular andaccounted for approximately 62% of AfricaOnline’s total customers as of March 31,2009. Wireless customers are expected tocontinue to grow with Africa Online’scontinued investment in infrastructure.

The reason for the decrease in the numberof dial-up and ADSL customers is that AfricaOnline has shifted its marketing approach

to increase customers on its own wirelessnetwork infrastructure as opposed to dial-up and ADSL networks.

Africa Online’s distribution is conductedthrough various channels, including directsales and different types of resellersdepending on the customer segment.Customers are serviced through customerrelationship managers and a 24 hour callcentre. Africa Online’s primary competitorsinclude former telecommunicationcompanies that have entered the internetservice provider market, mobile providersand other private data companies.

Africa Online’s network had 29 points ofpresence, 46 mobile broadband transceiverstations, 31 fixed broadband wirelessaccess transceiver stations, eight networkoperation and 17 support centres and eightdata centres across nine countries as ofMarch 31, 2009. Africa Online’s capitalexpenditure was US$7 million in the 2009financial year, US$5.7 million in the 2008financial year and US$0.8 million in the2007 financial year. The increase in AfricaOnline’s capital expenditure was primarily forthe improvement of service quality and toincrease the range of information,communications and technology servicesoffered in the market.

Africa Online had 313 employees as ofMarch 31, 2009. UUNet, Africa Online’s40% joint venture partner had70 employees as of March 31, 2009.


Restated(1) 2008/2007 2009/2008

2007 2008 2009 % change % change

Dial-up ports n/a 12,051 11,437 3.9 (5.1)

Consumer wireless n/a 4,075 5,754 110.2 41.2

Unbundled local loop n/a 99 99 (1.0) –

ADSL n/a 325 308 8.3 (5.2)

VSAT n/a 96 210 269.2 118.8

Dedicated corporate n/a 606 633 4.8 4.5

Total(1) n/a 17,252 18,441 18.6 6.9

UUNet subscribers(2) n/a 300 320 – 6.7

(1) In the 2009 financial year, Africa Online changed the method of counting subscribers to include all the individual corporate sites as individual customers.The comparative information for the 2008 financial year has been restated.

(2) Includes 100% of UUNet’s subscribers. UUNet is Africa Online’s joint venture partner that provides internet services in Kenya. We own a 40% interestin UUNet and MTN owns the remaining 60% of UUNet.

Shiletsi Makhofane was appointed asacting chief executive officer in October2008.

Africa Online’s footprint covers East Africa,southern Africa and West Africa. Theregulatory environments are fairly differentin each of Africa Online’s different regions.East Africa is liberalised and Africa Onlineprovides services across the information,communications and technology spectrum,including voice over internet protocolservices, in East Africa. Markets in southernAfrica are still regulated, limiting theservices Africa Online is able to provide toits customers. West Africa is a fairlyliberalised market and Africa Online ispresently seeking to take advantage of thisopportunity.



MWEB AfricaOn April 21, 2009, we acquired a 100%interest in MWEB Africa Limited, whichowns approximately 88% of ASFATCommunications Limited, and a 75%interest in MWEB Namibia (Pty) Ltd, forR498 million. MWEB Africa is a group ofcompanies offering internet services and itsown VSAT access services in sub-SaharanAfrica (excluding South Africa). MWEBAfrica is obliged to acquire the additional12% of AFSAT Communications Limitedand we are currently in negotiations topurchase such shares.

MWEB Africa’s VSAT service is mostlyfocused on the corporate and enterprisemarkets and is branded iWay. Its VSATservices are using satellite teleport facilitiesin SA, the USA and Europe. The companyhad almost 20,175 customers atMarch 31, 2009.

The group is headquartered in Mauritiuswith operations in Nigeria, Kenya,Tanzania, Uganda, Namibia andZimbabwe and an agency arrangement inBotswana. There are distributors in 26 sub-Saharan African countries.

Other developmentsMobile strategyMobile Strategy – South AfricaThe recent liberalisation in the licensingregime, advancements in convergencetechnology and termination of theVodafone shareholders’ agreement provideTelkom with the opportunity to enter themobile market. We believe that anintegrated fixed-mobile operator is wellpositioned to react to, and take advantageof the future requirements of our customers.By developing an integrated fixed-mobileoffering Telkom will seek to leverage itscustomer base, marketing, logistics anddistribution channels to increase its share ofvoice revenue. In addition, internet accessdemands are increasingly requiringmobility. An integrated bundled offeringwould offer superior speeds and qualitythrough the fixed-line, including theadvantages of mobility when required bythe customer. Mobility provides cost

efficiencies and the opportunity toconsolidate traffic onto Telkom’s network.

Currently mobile customers areexperiencing the effects of highlycongested networks. Telkom intends to usethe strengths of its fixed-line network todifferentiate its mobile service on qualitywith a fully converged array of productsand services. Our Next GenerationNetwork and access to the latesttechnologies will provide further value toour customers.

Telkom has rolled out 141 W-CDMA sitesin major metropolitan areas throughoutSouth Africa. Our initial focus has been ontheft, breakages and incident-prone areas,customers waiting for service andgreenfield areas where Telkom has nocopper infrastructure. In essence, the W-CDMA technology allows Telkom todeploy fixed-line lookalike services withregional fixed numbering plans instead ofdeploying copper, especially in highcopper theft areas or areas where copperdeployment is not feasible or too slow toroll out. This roll-out will be extended torural areas and to replace expensive tomaintain legacy equipment.

Our move into offering a fully fledgedmobile service is dependent on thefinalisation of market research and theoutcome of pilot and customer trialsplanned for the end of 2009.

We are however aware of the power ofthe entrenched mobile companies. Withthis in mind, Telkom will not commit tofurther capital expenditure other than thatfocused on reducing costs before theCompany has completed its marketresearch. Future build will be based onmaximising our current infrastructure andsubscriber numbers in order to reduceoperational and build costs and improvevalue add as far as possible.

Key Next Generation Network, capacityand product developmentsTelkom is in the fourth year of its NextGeneration Network (NGN) build outprogramme. Customer demand and global

standards necessitate the provision ofservices and particularly bandwidth that isonly possible utilising the intelligence of anNGN system.

Our NGN build-out achievements are asfollows:

• In the national layer of the transportnetwork, bandwidth capability hasincreased by more than 500% inbandwidth and automatic self-healingre-routing of bandwidth has beenintroduced based on customer servicelevels.

• Optical fibre deployment has beenaccelerated and Telkom now hasaround 128,000 cable kilometres ofoptical fibre in the ground, enough tocircle the world three times.

• Dense Wave Division Multiplexing(DWDM) systems have been introducedbetween major metropolitan centressuch as Gauteng and Durban. Thesesystems can carry 40 10GB signalsover a single fibre pair.

• Metro Ethernet has been deployed inthe major metros, including Cape Town,Durban, Johannesburg, Pretoria andPort Elizabeth.

• Integrated Multi-Service AccessMultiplexer (IMAX) has been deployedto carry narrowband and broadbandservices for Wireline legacy andconverged systems.

• A Network Interactive Voice Responsesystem has been introduced, givingTelkom and its corporate customers theability to use advanced speech servicessuch as automated speech recognitionand text-to-speech applications.

• The SAT-3/WASC/SAFE underseacable system, which connects SouthAfrica to Europe and the Far East, hasbeen upgraded to treble the amount ofinternational bandwidth available.

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Next Generation Network (NGN)

Telkom has strategic objectives that are

followed as part of network planning to

ensure that we drive the implementation of

the NGN. Telkom’s NGN is based on an

evolutionary approach where the NGN is

deployed in parallel with the legacy

network and migration to the NGN is

phased in over time.

Key to Telkom’s NGN deployment are

Softswitches that function in association

with Application Servers, next generation

transport networks, and IP and Metro

Ethernet networks. In order to leverage on

Telkom’s ubiquitous network deployment,

the transport network will be transformed to

support the expected exponential growth in

bandwidth. The IP Network has been

positioned to differentiate Telkom from

its competitors and to leverage on

the bandwidth capacity increase of the

transport network.

To achieve success with the NGN, two

objectives are actively pursued; the

consolidation of service offerings and the

development and marketing of new and

innovative services which are enabled by

the NGN technology.

NGN is cheaper to maintain and

operate

NGN will provide network convergence

and simplification over the longer term as

separate networks for voice and data

converge to one IP based network with

associated intelligent devices such as

softswitches and application servers. NGN

requires less diverse technology elements

to maintain that will increase network

reliability and manageability and result in

operational savings.

NGN is a revenue generator

There is a critical mass of NGN equipment

that is required before proper converged

services with a viable footprint are

possible. Some NGN services are already

functioning, but in small numbers. Pre-

provisioning in the core of the network is

currently taking place that will be beneficial

in the longer term, in view of the

expectation that bandwidth will grow

exponentially.

The NGN network elements

The Metro Ethernet Network

An extensive Metro Ethernet Network is

being deployed for the provisioning of

high-speed broadband services for

corporate customers and to serve as an

access network backhaul to provide cost

effective transport of high bandwidth

services, typically as a backhaul for access

nodes. Metro Ethernet also serves as an

access network to services provisioned on

the IP Network.

The Transport Network

To achieve the growth and manageability

in the transport network, Telkom is

deploying Next Generation Synchronous

Digital Hierarchy (NG-SDH) and Dense

Wavelength Division Multiplexing

(DWDM). In order to provide automated

provisioning, routing and restoration

capability, Automatic Switching Transport

Network (ASTN) technology is being

deployed on Telkom’s long haul network.

The ASTN network will also improve

resilience, reliability and reduce cost of the

transport network.

Softswitches and application servers

Softswitches have been deployed to

control media gateways, access gateways

and provide basic voice services while it

functions in association with application

servers to provide advanced next

generation voice services. Telkom’s IP

network provides the transport capability

between the network elements while media

gateways mediate between the circuit

switched network and the Voice Over

Internet Protocol (VoIP) network. The need

for such media gateways will diminish as

more traffic moves to VoIP.

The NGN network will continue to be

developed towards an IP Multimedia

Subsystem (IMS) controlled network where

call control will be combined into a single

control layer with IMS architecture. In the

longer term customer services will migrate

to an NGN infrastructure where only a few

Softswitch nodes with multiple Softswitches

are required to fulfil the functionalities of the

Class 4 core and Class 5 edge Time

Division Multiplex switches.

IP Network

Telkom’s IP Network is an extensive

network, providing points of presence

country wide. 34 Edge nodes, each with

multiple routers, have been deployed. At

these nodes, edge routers act as

distribution and aggregation points to

IPNet via the Network Access Servers (dial-

up customers), Access Routers (leased

line Internet customers), customer edges

(Customer Edges for VPN termination) and

also terminate ADSL sessions – 145 Edge

routers are deployed at the 34 edge

nodes.

The IPNet routing platforms support

business customer requirements (VPN) as

well as providing Internet capacity for

leased line and broadband internet

services.

Separate and dedicated edge routers for

business traffic and internet traffic provide

physical separation of corporate customer

Virtual Private Network (VPN) traffic from

that of Internet traffic to ensure secure

implementation of services to the business

segment. Separate routing platforms,

dedicated for ADSL termination, are also

deployed at the IPNet edge nodes.

An extensive access network that could

potentially provide connectivity to almost

any customer provides access to IP

services. These access networks include

legacy networks such as Constant Bit Rate

(CBR), and new point to cloud infrastructure

e.g. Synchronous High-bit rate Digital

Subscriber Line and Metro Ethernet.

To further improve the secure provisioning

of services and create new business

opportunities, IPNet is evolving to a

Carrier-supporting-Carrier (CsC) Multi-

Protocol Label Switching (MPLS)

architecture. In short, CsC is a hierarchical



VPN model that allows other service

providers or corporate customers to

interconnect their own IP/MPLS networks

over Telkom’s MPLS backbone. This

eliminates the need for customer carriers

and service carriers to build and maintain

their own MPLS backbone. In the

backbone, the CsC concept provides

complete separation of the different service

carriers’ traffic.

A Service Carrier is a collection of

Service (or customer-specific) Provider

Edge routers (S-PEs), essentially forming a

layer around the Backbone Carrier

network. Service Carriers also include their

respective Customer Edge (CE) routers.

S-PE and CE routers can only belong to a

single Service Carrier at any one time.

In essence, IPNet will consist of a

Backbone Carrier, supporting various

Service or Customer Carriers each

retaining a level of autonomy (e.g. security,

management, Quality of Service

implementation) from the core. At a basic

technical level, it means that any number of

customer VPNs are embedded and treated

as a single VPN within the backbone

carrier infrastructure by means of multiple

stacked MPLS labels, while preserving the

customer’s unique parameters, such as

Quality of Service models.

Network resilience

Telkom’s networks are generally viewed as

three layers, ie access, edge and core.

The different network elements are

interconnected utilising Synchronous Digital

Hierarchy (SDH), with the primary physical

interconnecting medium being fibre.

The transport network equipment is

connected in a mesh or ring topology,

providing for redundancy. To further

improve resilience, intelligent ASTN

switches are deployed in the long haul

network to provide automatic provisioning,

routing, and restoration capability.

Generally, at the access, no resilience is

present in the network architecture towards

the edge other than physical protection

at the SDH layer where end-to-end path

protection, utilising 1+1 protection

architecture, i.e. a working path and a hot

standby protection path, has been

deployed.

The traffic leaving or entering edges to or

from the network is protected in the core.

Core redundancy provides protection in

edge to edge and edge to international

destination set-ups. The degree of

redundancy varies across the different

technologies and networks.

Voice network

Dual connectivity exists between edge to

core nodes and core to international

gateway nodes. The transmission links

between the edge and the core pair nodes

are geographically separated. These links

are protected to eliminate any single point

of failure in the transport network. All links

are designed to cater for the busy hour

loads and have been implemented in a

50:50 load sharing fashion with each

route limited to 80% utilisation.

In the event of a failure of an international

gateway during the peak hour, about 38%

of the international traffic will be lost. In the

event of a failure of a core switch during

the peak hour, about 38% of national and

international traffic will be lost from the

secondary layer of a particular region.

Activation of disaster recovery procedures

and plans to re-route traffic will further limit

the loss of traffic. The Intelligent Network

platforms, providing advance services,

cater for protection of traffic under failure

conditions.

Signalling

No risk exists from a national perspective

as full redundancy has been implemented.

Due to the fact that the international

Signalling Transit Points are not connected

as a mated pair to all international

destinations, failure of an international

gateway Signalling Transit Point may

result in the loss of some international

connections.

Data networks

At the core layer and between the core

and the edge nodes, full resilience exists.

Edge devices are connected to two core

devices, located in physically diverse

buildings. The connectivity between the

edge and each core router as well as the

core infrastructure is dimensioned to carry

the full traffic load in the event of a link

failure or core node failure. Edge to core,

inter-core and edge to International

destinations are therefore fully redundant.

Connectivity to international destinations is

provided from two physically diverse

nodes, through different cable landing

stations and different submarine cable

networks to multiple international nodes on

different continents that are all

interconnected using protected or

restorable transmission systems. In the event

of the loss of one of the local nodes,

potentially 38% of the IP throughput traffic

could be lost. Mechanisms will schedule

traffic and prioritisation of traffic will

take place.

Service level agreements are offered to

clients to provide improved resilience from

the customer site to the edge.

Power

Only 12V and 48V direct current (DC)

equipment is utilised. Some alternating

current (AC) equipment is used, mainly in

the server environments, eg data centres

and at sites where DC is not available, eg

at customer service branches.

Operations centres, Core nodes, Edge

nodes, International gateway nodes and

any station carrying core or edge traffic

have been defined as critical sites where a

disruption of service cannot be tolerated.

Power availability is ensured, using a

combination of battery back up and AC

standby plants.

Management review


Performance review


CompanyFinancial

Information

Group overview




Cost, efficiency and productivitymanagementFaced with competition eroding our

revenue base, cost management continues

to be a key element in creating shareholder

value. Combined with the inflationary

environment affecting our operating

expenses, a number of once-off items

impacted fixed-line expenditure including:

• R177 million expenses relating to the

Vodacom transaction;

• R85 million impairment of Africa

Online;

• R254 million impairment of Telkom

Media; and

• R1.8 billion impairment of Multi-Links.

Fixed-line operating expenses increased

19.6% to R29.8 billion. Employee

expenses increased by 8.1% to

R8.0 billion, payments to other operators

increased 9.2% to R7.5 billion, selling

general and administrative expenses

increased by 68.8% to R6.6 billion,

service fees increased by 14.4% to

R2.8 billion and operating leases

decreased by 1.0% to R613 million.

Depreciation, amortisation, impairment

and write-offs increased by 16.8% to

R4.4 billion resulting in an EBITDA margin

of 25.8%. Excluding the Multi-Links, Telkom

Media and Africa Online impairment the

fixed-line adjusted EBITDA margin was

32.3%.

The Telkom reorganisation programme –

Telkom Renaissance – improves profit and

loss accountability throughout the

organisation and will allow us to focus on

efficient resource management and cost

containment. In addition, the roll-out of our

mobile network is expected to enable us to

provide connectivity in a more cost

effective manner in rural and high cable

theft areas. Next Generation Network and

mobile technology also allows us to

replace expensive to maintain legacy

equipment. We intend to expedite the

retirement of costly legacy systems as a

result of our growing Next Generation

Network in order to reduce maintenance

spend. We continue with the renegotiation

of all supplier contracts and constructive

engagement with labour unions. We are

reviewing our IT investment strategy in

order to ensure optimum levels of spend in

line with our strategy and network

investment. Inventories and capital work-in-

progress are receiving considerable

attention as we seek to lower just-in-time

levels of investment and to monetise any

excessive levels of assets.

Telkom is targeting an operating cost

reduction of 10% over the following three

financial years.

The Telkom Board is focusing on improving

the cost efficiency and free cash flow

profile of the company. It has reduced the

initial five year capital expenditure budget

by 40% to R34 billion and intends to

reduce it further where possible.

Maintaining the quality of services to our

customers

Improved customer service is vital to the

success of Telkom into the future.

Sustainable and profitable growth in the

customer base requires creating and

strengthening capabilities focused on

managing customer relationships and

learning from acquired customer

information. This will allow Telkom to better

manage the customer experience and

anticipate customer needs.

Customer segmentation based on value is

enabling Telkom to understand customers

better in order to give additional value and

services to customers. Surveys with our key

customer segments have shown that service

quality perception has improved in the

small business, medium and large business

and corporate and government sectors.

The residential market perception survey

indicates a stable rating.

Network service quality

We have made significant investments in

our national network operations centre and

our data centre, designed to increase our

ability to identify and anticipate future

customer needs more rapidly, and to

provide appropriate solutions and services.

In order to take advantage of economies of

scale, we have consolidated our six voice

installation and fault management centres

into two centres to address faults,

installation and service appointment sites,

and have consolidated our six data

installation and fault management centres

into two centres.

Faults reported on residential, business and

ADSL business services increased in the

2009 financial year mainly due to the 33%

increase in the ADSL installed base during

the 2009 financial year resulting in an

increase in the number of reported faults,

adverse weather conditions causing many

areas to be flooded, mainly in the coastal

areas of KwaZulu-Natal, Western Cape

and Eastern Cape, and third party

damage to Telkom cable infrastructure, roll-

out of other providers’ services, road

extensions and other 2010 Soccer World

Cup projects. In addition, many customers

were affected by access equipment that

failed following prolonged power outages.

Data and ADSL Business services fulfilment

performances improved following the

introduction of more efficient workflow

processes.

Faults cleared in 24 hours declined in the

2009 financial year due to the increased

number of ADSL services. The ADSL

installed base grew by 61% during the

2008 financial year. This growth resulted

in an increase in the number of reported

faults and impacted on the time taken to

clear faults. This growth also impacted on

data subrate services as they share ADSL

resources. Network failures consist of cable

breaks, cable theft and failures on other

core network elements. We implemented a

self install option for ADSL, which had a

positive impact on ADSL installation.

We expect to continue to change the

method in which we measure performance

to align with changes in the information

communication technology industry that

focus more on broadband and data



services and also to support Telkom’s

customer centricity drive.

Competition

Competition in the South African fixed-line

communications market is intense and is

increasing as a result of the Electronic

Communications Act and determinations

issued by the Minister of Communications.

The new licensing framework included in the

Electronic Communications Act is resulting in

the market becoming more horizontally

layered, with a large number of separate

licences being issued for electronic

communications network services, electronic

communications services, broadcasting

services and the radio frequency spectrum.

This will substantially increase competition in

our fixed-line business.

We compete primarily on the basis

of customer service, quality, reliability

and price in those areas where we

currently face competition and where we

expect to compete for public-switched

telecommunications services in the future.

We intend to introduce new products and

services as well as tariff structures with the

aim of maintaining and gaining revenue.

Mobile competition

Telkom competes for voice customers with

the three existing mobile operators,

Vodacom, MTN and Cell C. Vodacom,

our previously 50% owned joint venture,

was listed on the JSE on May 18, 2009.

The sale and unbundling of our stake in

Vodacom will further increase competition.

MTN is a public company listed on the JSE

Limited, and Cell C entered into a joint

venture with Virgin Mobile which has

further increased competition. Telkom also

competes with service providers who use

least cost routing technology that enables

fixed-to-mobile calls from corporate private

branch exchanges to bypass our fixed-line

network by being transferred directly to

mobile networks. In recent periods, our

fixed-line business has experienced

significant customer migration to mobile

services, as well as substitution of calls

placed using mobile services rather than

our fixed-line service. ICASA has initiated a

review process of mobile termination rates

aimed at reducing high mobile

interconnect charges which, once

completed, is also likely to impact Telkom’s

own termination rates and interconnection

revenues.

Data competition

Neotel, the former VANS providers such as

Internet Solutions and the three existing

mobile operators are our main competitors

in the data market. Each of Vodacom,

MTN and Cell C currently offer 3G, HSPA

and EDGE mobile broadband data

services that directly compete with our

services. Neotel is entering the market

through competitive pricing and niche

products such as fibre connections and

rings. The mobile operators have also

stated their intention to start competing in

the fixed-line market through building their

own infrastructure. The former VANS

provide competitive internet protocol virtual

private networks and internet service

provider services to the business segment.


2007 2008 2009

Residential voice

% cleared in 24 hours 50 38 32

Faults per 1,000 lines 485 476 650

% installed within 28 working days initial timeframe – No build 84 91 91

% installed within 80 working days initial timeframe – Build 73 82 80

Business voice





Data subrate





ADSL business





The following table presents information regarding Telkom’s service delivery measurements during the periods indicated.

Management review


Performance review


CompanyFinancial

Information

Group overview




Consumer orientated internet service

providers such as MWEB are our main

competitors in the consumer internet

market.

In addition, our data services have faced

increased competition from iBurst, a

wireless competitor that offers competing

broadband services and, to a lesser extent,

Sentech, which owns and operates satellite

transmission systems, a packaged, always-

on bidirectional broadband service via

satellite and a wireless high-speed internet

service offering. The mobile data providers

have reduced prices significantly, leading to

price competition in our data markets. We

believe the former VANS operators and

internet service providers will increasingly

move into the corporate and voice services

market, while telecommunications service

providers aim to expand into the managed

data network and international traffic

markets. We anticipate that alliances will

be forged between the former VANS

operators, telecommunications service

providers and content providers to

concentrate on the delivery of converged

services within the next few years.

Domestically, expansion into new markets

by the former VANS and mobile

companies will occur, while the

development of new products and services

will intensify competition. We expect

competition to further increase as a result of

consolidation in the market, with

competitors growing through mergers,

acquisitions and alliance-forming activity.

The entry of multi-national corporations into

South Africa is expected to be a further

incentive for global communications

operators, which already service these

corporations abroad, to establish or

enhance their presence in South Africa.

Competition in the data market is expected

to increase as a result of the VANS

providers’ ability to deliver complex

managed data solutions and integrated

information communications technology

solutions, as well as expected future

alliances between the VANS and fixed and

mobile operators. Technological advances

will also enable more and more

convergence and integration which in turn

will enable more effective competition and

usage of bandwidth.

As competition increases in the South

African market, South African tele-

communication service providers, including

Telkom, are expected to increasingly look

to other developing markets for new

revenue streams, particularly in sub-

Saharan Africa. Internationally, Telkom’s

new Africa Online business already

competes with Internet Solutions and MTN

Network Solutions. In addition, Verizon is

already present in a number of other

African markets.

Fixed-line voice competition

In September 2004, the Minister of

Communications granted an additional

licence to provide public-switched

telecommunications services to Neotel.

Neotel was 30% owned by Transtel and

Esitel, which are beneficially owned by the

South African government and other

strategic equity investors including 26%

beneficially owned by TATA Africa

Holdings (Pty) Ltd, a member of the large

Indian conglomerate with information and

communications operations. On March

19, 2008 Neotel announced that the

Competition Tribunal of South Africa had

approved its acquisition of Transtel without

any conditions. TATA Africa Holdings (Pty)

Ltd has subsequently acquired the 30%

equity stake beneficially owned by the

South African government, increasing its

shareholding in Neotel to 56%. Neotel

was licensed on December 9, 2005 and

commercially launched on August 31,

2006. Neotel commenced providing

services to large corporations and other

licensees at the beginning of the 2007

calendar year.

On April 25, 2008, Neotel announced

that the first of its consumer products were

available in limited parts of Johannesburg

and Pretoria. Government has created an

infrastructure company, Broadband Infraco,

which stated that it will provide inter-city

bandwidth at cost based prices to Neotel,

and later to the rest of the industry. This will

further compete with our existing

communications network. As an alternative

provider of communications infrastructure,

Broadband Infraco will also be involved in

some of the undersea cable projects.

Broadband Infraco was established by an

Act of Parliament: the Broadband Infraco

Act, No 33 of 2007. The Electronic

Communications Act, No 36 of 2005, has

been amended by the Electronic

Communications Amendment Act, No 37

of 2007, to permit electronic

communications licences to be issued to

Broadband Infraco.

A process to issue additional licences to

small business operators to provide

telecommunications services in

underserviced areas with a teledensity of

less than 5% commenced in 2005 and is

continuing. The Minister of Communi-

cations has identified 27 of these

underserviced areas. ICASA has issued

licences to successful bidders in seven of

these areas and the Minister has issued

invitations to apply for licences in

14 additional areas. In August 2006

ICASA recommended to the Minister that

licences be granted to successful

applicants in 13 of these areas. While it

was expected that further licences would

be issued in the 2007 calendar year, none

were issued. The Minister of

Communications has issued a policy

directive to ICASA directing it to, where

there is more than one licence in a

province, merge the licences and issue one

Provincial Under-Serviced Area Network

Operator (PUSANO) licence. None of

these consolidated licences have yet been

issued by ICASA. In his budget speech of

June 26, 2009, the Minister of

Communications indicated the intention to

review the policy in relation to USALs.



Telkom’s fixed-line voice business is

expected to be further impacted by

continuing developments of Voice over

Internet Protocol (VoIP) and by the roll-out of

limited mobility services. Wireless operator

iBurst has started to offer portable voice

services over its wireless network.

Additionally, VoIP and other operators with

international gateway licences are

expected to create increased competition

for Telkom’s fixed-line voice business in

carrying international traffic in and out of

South Africa.

We expect that the introduction of number

portability and carrier pre-selection could

further enhance competition in our fixed-line

voice business and increase our churn

rates. As competition intensifies, the main

challenges our fixed-line voice business

faces are continuing to improve customer

loyalty through improved services and

products, and maintaining our leadership

in the South African communications

market. As a result of increasing

competition, we anticipate pressure on our

overall average tariffs and a reduction in

our market share.

Management review


Performance review


CompanyFinancial

Information

Group overview



Three year financial review

for the years ended March 31Amounts in accordance with IFRS (in ZAR millions, except percentages) 2007 2008 2009 CAGR (%) Fixed-line segment financial data Revenue 32,345 32,572 33,659 2.0Operating profit 8,596 8,107 4,334 (29.0)Operating profit margin (%) 26.6 24.9 12.9 (30.4)EBITDA 12,178 11,839 8,692 (15.5)EBITDA margin (%) 37.7 36.3 25.8 (17.3)Capital expenditure to revenue (%) 20.4 20.9 19.9 (1.2)Multi-Links segment financial data Revenue – 845 1,900 124.9Operating profit – (97) (522) 438.1Operating profit margin (%) – (11.5) (27.5) 139.3EBITDA – (11) (226) 1,954.5EBITDA margin (%) – (1.3) (11.9) 813.7Capital expenditure to revenue (%) – 155.3 146.9 (5.4)Other segment financial data Revenue 873 1,040 1,214 17.9Operating profit 411 453 477 7.7Operating profit margin (%) 47.1 43.6 39.3 (8.6)EBITDA 430 486 527 10.7EBITDA margin (%) 49.3 46.7 43.4 (6.1)Capital expenditure to revenue (%) 5.0 32.1 13.8 66.1Financial review (Group) Income statement data Continuing operationsOperating revenue 32,441 33,611 35,940 5.3Operating expenses (including depreciation) 23,028 25,014 29,895 13.9EBITDA 13,352 13,203 11,668 (6.5)Operating profit 9,751 9,069 6,388 (19.1)Profit before tax 9,093 7,681 3,726 (36.0)Profit from continuing operations 6,290 5,034 2,066 (42.7)Basic earnings per share (cents) 1,204.7 963.7 407.4 (41.8)Headline earnings per share (cents) 1,235.5 1,028.9 557.0 (32.9)Dividend per share (cents) 900.0 1,100.0 660.0 (14.4)Total operations Basic earnings per share (cents) 1,681.0 1,565.0 832.8 (29.6)Headline earnings per share (cents) 1,710.7 1,634.8 994.6 (23.8)Balance sheet data Total assets 59,146 70,372 85,779 20.4Current assets 10,376 12,609 11,287 4.3Non-current assets 48,770 57,763 51,009 2.3Assets of disposal groups held for sale n/a n/a 23,482Total liabilities 27,138 37,035 48,673 33.9Current liabilities 18,584 21,931 17,452 (3.1)Non-current liabilities 8,554 15,104 15,348 33.9Liabilities of disposal groups held for sale n/a n/a 15,873Shareholders’ equity 32,008 33,337 37,106 7.7Continuing operations Capital expenditure 6,623 8,428 9,631 20.6Total debt 11,034 18,365 18,630 29.9Net debt 10,026 16,617 15,497 24.3Total operations Capital expenditure 10,246 11,900 13,234 13.6Net debt 10,026 16,617 23,047 51.6Cash flow data Cash flow from operating activities 9,356 10,603 11,432 10.5Cash flow from investing activities (10,412) (14,106) (17,005) 27.8Cash flow from financing activities (2,920) 2,943 7,093 –Capital expenditure excluding intangibles 8,648 10,108 8,725 0.4Operating free cash flow 3,728 2,229 (2,237) –Financial ratios Continuing operations Operating profit margin (%) 30.1 27.0 17.8 (23.1)EBITDA margin (%) 41.2 39.3 32.5 (11.2)Net profit margin (%) 19.4 15.0 5.7 (45.5)Net debt to EBITDA n/a n/a 1.3 –After tax operating return on assets (%) n/a n/a 5.0 –Capital expenditure to revenue (%) 20.4 25.1 26.8 14.6Total operations Net debt to EBITDA 0.5 0.8 1.2 54.9After tax operating return on assets (%) 22.7 18.3 9.7 (34.6)



Financial review

Results of operations

The Telkom Group added Multi-Links as a new segment to its

financial reporting for the 2009 financial year. As a result, the

Telkom Group’s four reporting segments for the 2009 financial

year are fixed-line, Multi-Links, mobile and other. The other

segment includes Telkom’s Trudon, formerly known as TDS

Directory Operations, and Africa Online subsidiaries. The

information in this annual report has been updated to reflect the

above changes to Telkom’s reporting segments.

Telkom concluded the disposal and sale of Vodacom, its mobile

segment that provided mobile services through its 50% joint

venture interest in Vodacom, effective as of April 20, 2009. In

addition, Telkom’s Board of directors determined to dispose of

Swiftnet, a wholly owned subsidiary that provides wireless data

services, and determined to wind up its Telkom Media subsidiary.

The Telkom Group’s consolidated financial statements and

information included herein reflects the restatement to Telkom’s

consolidated financial statements in prior years as a result of these

events to disclose the effect of discontinued operations and the

disposal of the subsidiaries held for sale as follows:

• Income statement data for all the periods have been restated to

reflect our 50% share of Vodacom’s results, our 100% share of

Swiftnet’s results and our 75% share of Telkom Media’s results

as discontinued operations in accordance with IFRS5; and

• Balance sheet data for only the year ended March 31, 2009

reflect our 50% share of Vodacom’s results and our 100% share

of Swiftnet’s results as discontinued operations in accordance

with IFRS5.

The discussion of the business below has been revised from

previous years to reflect the changes to Telkom’s segments and its

discontinued operations.

Year ended March 31, 2009 compared to year ended March

31, 2008 and year ended March 31, 2007

Consolidated results

The following table shows information related to our operating

revenue, other income, operating expenses, operating profit,

operating profit margin, profit for the year, profit margin, EBITDA

and EBITDA margin for the periods indicated.

The Board has decided to delist from the New York Stock

Exchange. Maintaining a listing in the United States is

expensive and takes considerable management time. The

methodology employed and discipline gained from

compliance with the Sarbanes-Oxley reporting

requirements will be retained, where appropriate, to

ensure strict corporate governance compliance and

transparent financial reporting.

Telkom is comfortable that the JSE provides sufficient access

to capital from both South African and global investors.

Management review


Performance review


CompanyFinancial

Information

Group overview



Financial review (continued)

Telkom Group’s segmental resultsYear ended March 31,

2008/ 2009/2007 2008 2009 2007 2008

(in millions, except percentages) ZAR % ZAR % ZAR % % change % change

Operating revenue 32,441 100.0 33,611 100.0 35,940 100.0 3.6 6.9Fixed-line 32,345 99.7 32,572 96.9 33,659 93.7 0.7 3.3Multi-Links – – 845 2.5 1,900 5.3 – 124.9Other 873 2.7 1,040 3.1 1,214 3.4 19.1 16.7Intercompany eliminations (777) (2.4) (846) (2.5) (833) (2.4) 8.9 (1.5)Other income(1) 338 100.0 472 100.0 343 100.0 39.6 (27.3)Fixed-line 334 98.8 497 105.3 524 152.8 48.8 5.4Multi-Links – – – – – – – –Other 50 14.8 61 12.9 64 18.6 22.0 4.9Intercompany eliminations (46) (13.6) (86) (18.2) (245) (71.4) 87.0 184.9Operating expenses 23,028 100.0 25,014 100.0 29,895 100.0 8.6 19.5Fixed-line 24,083 104.6 24,962 99.7 29,849 99.8 3.6 19.6Multi-Links – – 942 3.8 2,422 8.1 – 157.1Other 512 2.2 648 2.6 801 2.7 26.6 23.6Intercompany eliminations (1,567) (6.8) (1,538) (6.1) (3,177) (10.6) (1.9) 106.6Operating profit 9,751 100.0 9,069 100.0 6,388 100.0 (7.0) (29.6)Fixed-line 8,596 88.2 8,107 89.4 4,334 67.8 (5.7) (46.5)Multi-Links – – (97) (1.1) (522) (8.2) – (438.1)Other 411 4.2 453 5.0 477 7.5 10.2 5.3Intercompany eliminations 744 7.6 606 6.7 2,099 32.9 (18.5) 246.4Operating profit margin (%) 30.1 27.0 17.8 (10.3) (34.1)

Fixed-line 26.6 24.9 12.9 (6.4) (48.2)

Multi-Links – (11.5) (27.5) – 139.1

Other 47.1 43.6 39.3 (7.4) (9.9)

Profit for the year attributable

to equity holders of Telkom

Profit margin (%)

EBITDA(2) 13,352 100.0 13,203 100.0 11,668 100.0 (1.1) (11.6)

Fixed-line 12,178 91.2 11,839 89.7 8,692 74.5 (2.8) (26.6)

Multi-Links – – (11) (0.1) (226) (1.9) – (1,954.5)

Other 430 3.2 486 3.7 527 4.5 13.0 8.4

Intercompany eliminations 744 5.6 889 6.7 2,675 22.9 19.5 200.9

EBITDA margin (%) 41.2 39.3 32.5

Notes:(1) Other income includes profit and losses on disposal of investments, property, plant and equipment and intangible assets.(2) EBITDA represents profit for the year, which includes profit on sale of investments, before taxation, finance charges, investment income and depreciation,

amortisation, impairments and write-offs. We believe that EBITDA provides meaningful additional information to investors since it is widely accepted byanalysts and investors as a basis for comparing a company’s underlying operating profitability with that of other companies as it is not influenced by pastcapital expenditures or business acquisitions, a company’s capital structure or the relevant taxation regime. This is particularly the case in a capital intensiveindustry such as communications. It is also a widely accepted indicator of a company’s ability to service its long-term debt and other fixed obligationsand to fund its continued growth. You should not construe EBITDA as an alternative to operating profit or cash flows from operating activities determinedin accordance with IFRS or as a measure of liquidity. EBITDA is not defined in the same manner by all companies and may not be comparable to othersimilarly titled measures of other companies unless the definition is the same. In addition, the calculation of EBITDA for the maintenance of our covenantscontained in our TL20 bond is based on accounting policies in use, consistently applied, at the time the indebtedness was incurred. As a result, EBITDAfor purposes of those covenants is not calculated in the same manner as it is calculated in the above table.



EBITDA can be reconciled to operating profit as follows:


2007 2008 2009

(in millions) ZAR ZAR ZAR

Fixed-lineEBITDA 12,178 11,839 8,692Depreciation, amortisation, impairments and write-offs (3,582) (3,732) (4,358)

Operating profit 8,596 8,107 4,334

Multi-LinksEBITDA – (11) (226)Depreciation, amortisation, impairments and write-offs – (86) (296)

Operating profit – (97) (522)

OtherEBITDA 430 486 527Depreciation, amortisation, impairments and write-offs (19) (33) (50)

Operating profit 411 453 477

Operating revenue

Operating revenue increased in the years

ended March 31, 2009 and 2008 due to

increased operating revenue in our fixed-

line, Multi-Links and other segment. The

increase in fixed-line operating revenue of

3.3% and 0.7% in the 2009 and 2008

financial years, respectively, was primarily

due to continued growth in data services,

higher revenue from interconnection and

subscription based calling plans, partially

offset by lower traffic revenue. The increase

in revenue in our Multi-Links segment in the

2009 financial year was primarily due to

subscriber growth, an increase in

domestic traffic volumes as well as

increased data revenue. The increase in

revenue in our Multi-Links and other

segment in the 2008 financial year was

primarily due to the inclusion in the 2008

fiscal year of revenue generated by our

newly acquired subsidiaries, Multi-Links

and Africa Online.

Other income

Other income includes profit on the

disposal of investments, property, plant and

equipment and intangible assets. The

decrease in fixed-line other income in the


the gain on disposal of properties in the

2008 financial year. The increase in fixed-

line other income in the 2008 financial

year was primarily due to the disposal of

more properties at a higher value during

the 2008 fiscal year.

Operating expenses

Operating expenses increased in the years

ended March 31, 2009 and 2008 as a

result of increased operating expenses in

Multi-Links and fixed-line segments.

The increase in the Multi-Links segment’s

operating expenses in the 2009 financial

year was primarily due to increased cost of

sales and associated subsidies as a result

of increased sales volumes, increased

advertising and promotional expenditure

and an increase in expatriate fees as a

result of an increase in staff seconded from

Telkom during the year. The increase in the

Multi-Links segment’s operating expenses in

the 2008 financial year was primarily due

to the inclusion of operating expenses

relating to our newly acquired subsidiary,

Multi-Links, which impacted all expense

categories.

The increase in the other segment’s

operating expenses in the 2009 financial

year was mainly contributed by the

operating expenditure of UUNET, Africa

Online’s 40% joint venture. Increases in the

other segment’s operating expenses in the

2008 financial year were primarily driven

by significant increases in payments to

other operators, employee expenses,

selling, general and administrative

expenses, depreciation, amortisation

impairments and write-offs, operating

leases and service fees.

The increase in fixed-line operating

expenses in the 2009 financial year was

primarily due to increased selling, general

and administrative expenses, payment to

other network operators, depreciation,

amortisation impairments and write-offs,

employee expenses and service fees.

Selling, general and administrative

expenses increased primarily due to the

impairment of the Multi-Links investment in

the 2009 financial year, increased

materials and maintenance expenses and

higher bad debts. Depreciation,

amortisation, impairments and write-offs

increased in the year ended March 31,

2009 primarily as a result of higher

amortisation of intangible assets and

increased depreciation due to the on-going

investment in telecommunications network

equipment and data processing

equipment. Payments to other operators

increased primarily due to increased

payments to international operators due to

increased switch hubbing volumes and

higher exchange rates and settlement rates.

Employee expenses increased in the year

ended March 31, 2009 primarily due to a

higher provision for medical aid for

pensioners as a result of increased interest

costs, higher salaries and wages as a result

Management review


Performance review


CompanyFinancial

Information

Group overview




of average annual salary increases of

10.86% as well as higher leave benefits.

Service fees increased in the year ended

March 31, 2009 primarily due to

consultancy fees relating to the Vodacom

sale and unbundling transaction and higher

security costs to secure the copper network.

The increase in fixed-line operating


primarily due to increased payments to

other operators, higher employee expenses

and service fees, partially offset by lower

leases and selling, general and

administrative expenses. Payments to other

operators increased primarily due to

increased calls from our fixed-line network

to mobile and international operators as

result of higher call volumes from our fixed-

line network to the mobile and international

networks. Employee expenses increased

due to higher salaries and wages as a

result of average annual salary increases

and higher share compensation expenses,

partially offset by a reduced provision for

team award and a reduction in the number

of employees. Service fees increased

primarily due to increased property

management costs mainly related to

increased electricity usage, electricity rates

and taxes, payments to consultants to

explore local and international investment

opportunities, higher security costs due to

increases in contract prices and

maintenance and monitoring of the cable

alarm system and legal fees related to

Telcordia. Operating leases decreased in

the year ended March 31, 2008 primarily

due to a discount received on the extension

of our vehicle lease and a reduction in the

number of vehicles from 9,694 at

March 31, 2007 to 8,792 at March 31,

2008. Selling, general and administrative

expenses decreased primarily due to the

provision for probable liabilities in the

Telcordia dispute in the 2007 financial

year, which were not increased significantly

in the 2008 financial year, and lower

marketing expense, partially offset by the


Media loan in the 2008 financial year –

increased materials and maintenance

expenses and higher bad debts.

Depreciation, amortisation, impairments

and write-offs increased in the year ended

March 31, 2008 primarily as a result of

higher amortisation of intangible assets and

increased depreciation due to the on-going

investment in telecommunications network

equipment and data processing equipment,

partially offset by lower asset write-offs.

Operating profit

Operating profit decreased in the 2009

and 2008 financial years due to

decreased operating profit in the fixed-line

and Multi-Links segments as a result of

increased operating expenditure. As a

result, the fixed-line operating profit margin

decreased from 26.6% in the 2007

financial year to 24.9% in the 2008

financial year and decreased to 12.9% in

the 2009 financial year. The operating

margin for our Multi-Links segment

decreased significantly from a negative

margin of 11.5% in the 2008 financial

year to a negative operating margin of

25.7% in the 2009 financial year. The

operating profit margin for our other

segment decreased from 47.1% in the

2007 financial year to 43.6% in the 2008

financial year and decreased to 39.3% in

the 2009 financial year.

Investment income

Investment income consists of interest

received on short-term investments and

bank accounts and income received from

our investments. Group investment income

increased 7.7% to R181 million in the

2009 financial year and decreased

15.6% to R168 million in the 2008

financial year from R199 million in the

2007 financial year. The increase in the


increased short-term investments and

interest rates. The decrease in the 2008

financial year was primarily due to lower

interest received from fixed deposits and

repurchase agreements mainly due to

lower cash balances.

Finance charges and fair value

movements


include interest paid on local and foreign

borrowings, amortised discounts on bonds

and commercial paper bills, fair value

gains and losses on financial instruments

and foreign exchange gains and losses.

The following table sets forth information

related to our finance charges and fair

value movements for the periods indicated.





2007 2008 2009 2008/2007 2009/2008

(in millions, except percentages) ZAR ZAR ZAR % change % change

Interest expense 1,142 1,543 1,732 35.1 12.2

Local loans 1,303 1,700 1,895 30.5 11.5

Foreign loans – 18 – – –

Finance charges capitalised (161) (175) (163) 8.7 (6.9)

Foreign exchange losses and fair value movements (285) 13 1,111 (104.6) –

Fair value (adjustments) on derivative instruments (344) (80) 268 (76.7) (435.0)

Foreign exchange losses 59 93 843 57.6 806.5

Total finance charges 857 1,556 2,843 81.6 82.7

During the year ended March 31, 2009,

finance charges increased primarily due to

higher foreign exchange losses and fair

value movements incurred by Multi-Links on

foreign denominated loans and creditor’s

balances as a result of the devaluation of

the naira and the mark to market valuation

of the Multi-Links put option as well as

increased interest paid as a result of higher

debt levels and interest rates. During the

year ended March 31, 2008, finance

charges increased primarily due to a

higher interest expense resulting from

higher debt levels in the fixed-line, Multi-

Links and other segments, and foreign

exchange losses and fair value movements

decreased primarily due to currency

movements and fair value losses on the put

option we have in place relating to Multi-

Links. This was partially offset by fair value

adjustments as a result of the significant

weakness of the rand against international

currencies.

TaxationOur consolidated taxation expense fromcontinuing operations decreased 37.3% toR1,660 million in the year ended March31, 2009 and decreased 5.6% toR2,647 million in the year ended March31, 2008 from R2,803 million in the yearended March 31, 2007. The decrease inthe 2009 financial year was primarily dueto the decrease in the STC charge as aresult of lower dividends declared ascompared to the previous year and theR454 million deferred taxation asset that

was raised on the capital gains tax basecost of the 15% investment in Vodacom,that are held for sale and will be utilised forthe future capital gains tax liability of thesale transaction. This was partially offset byhigher non-deductible expenditure relatingto the impairment of Multi-Links and AfricaOnline. The decrease in the 2008financial year was primarily due to highernon-deductible expenses relating mostly tothe impairment of Telkom Media and AfricaOnline assets, the increase in STC taxationcredits utilised in respect of the repurchaseof Telkom shares, the utilisation of the Multi-Links assessed losses and the impact of thetaxation rate change on deferred taxationfrom 29% to 28% with effect from April 1,2008.

The following table sets forth information related to our effective taxation rate for the Telkom Group, Telkom Company and Vodacom for

the periods indicated:


2007 2008 2009 2008/2007 2009/2008

(in percentages) % % % % change % change

Effective tax rate

Telkom Group – continuing operations 30.8 34.5 44.5 12.0 29.3

Telkom Company 24.2 24.6 8.9 1.7 (63.8)

Vodacom 36.9 34.1 39.5 (7.6) 15.8

Management review


Performance review


CompanyFinancial

Information

Group overview




The increase in the Telkom Group effective

taxation rate in the 2009 financial year

was mainly due to higher non-deductible

expenditure relating to the impairment of

Multi-Links and Africa Online and Vodacom

transaction costs. The increase in the

Telkom Group effective taxation rate in the

2008 financial year was mainly due to

higher non-deductible expenses relating

mostly to the impairment of Telkom Media

and Africa Online assets, the increase in

STC taxation credits utilised in respect of

the repurchases of Telkom shares and the

impact of the taxation rate change on

deferred taxation from 29% to 28% with

effect from April 1, 2008.

The decrease in the Telkom Company

effective taxation rate in the 2009 financial

year was mainly due to the R1,280 million

deferred taxation asset that was raised on

the capital gains tax base cost of the 15%

investment in Vodacom, that are held for

sale and will be utilised for the future

capital gains tax liability of the sale

transaction, partially offset by the

R1,843 million impairment of the Multi-

Links investment, R254 million impairment

of the Telkom Media loan and R85 million

impairment of the Africa Online investment

as well as Vodacom transaction costs. The

higher effective taxation rate for Telkom

Company in the year ended March 31,

2008 was primarily due to higher non-

deductible expenses relating to the


Media loan and an increase of

R198 million in secondary taxation on

companies, partially offset by higher

exempt income resulting from dividends

received from Vodacom and other

subsidiaries. Vodacom’s effective taxation

rate increased in the 2008 financial year

primarily due to the disallowable expenses

relating to the BEE deal and non-deductible

interest expenses. Vodacom’s effective

taxation rate decreased in the 2008

financial year primarily due to the decrease

in the rate of secondary taxation on

companies from 12.5% to 10%.

Minority interests

Minority interests in the income of subsidiaries

decreased significantly to R77 million in the

year ended March 31, 2009 primarily due

to an increase in the Multi-Links minorities’

share in net losses. Minority interests in the

income of subsidiaries decreased 3.0% to

R197 million in the year ended March 31,

2008 primarily due to the purchase of the

remaining equity interest of 30% in

Smartphone on August 31, 2007, partially

offset by an increase in profits generated by

our Telkom Directory Services subsidiary and

Vodacom Tanzania.

Profit for the year attributable to equity

holders of Telkom

Profit for the year attributable to equity

holders of Telkom decreased to

R4,170 million in the 2009 financial year

primarily due to decreased operating profit

in our Multi-Links, fixed-line and mobile

segments, partially offset by increased

operating profit in our other segment.

Higher finance charges were partially

offset by lower taxation and higher

investment income. Profit for the year

attributable to equity holders of Telkom

decreased to R7,975 million in the 2008

financial year primarily due to decreased

operating profit in our fixed-line and other

segments, partially offset by increased

operating profit in our mobile segment.

Higher finance charges and lower

investment income were partially offset by

lower taxation.

Fixed-line segment

The following is a discussion of the results

of operations from our fixed-line segment

before eliminations of intercompany

transactions with the mobile and other

segments. Our fixed-line segment is our

largest segment based on revenue and

profit contribution.

Fixed-line operating revenue

Our fixed-line operating revenue is derived

principally from fixed-line subscriptions and

connections; traffic, which comprises local

and long distance traffic, fixed-to-mobile

traffic, international outgoing traffic and


services; and interconnection, which

comprise terminating and hubbing traffic.

We also derive fixed-line operating

revenue from our data business, which

includes data transmission services,

managed data networking services and

internet access and related information

technology services.

Telkom has in recent years introduced

calling plans as a customer retention

strategy in order to defend revenues. These

calling plan arrangements comprise

monthly subscriptions for access line rental,

value-added services and free or

discounted rates on calls. The access line

rentals and value-added services revenue

components of calling plan arrangements

are included in subscriptions and

connections revenue. In response to the

significant growth in calling plan

arrangements, the need arose to separate

traffic revenue resulting from subscription

based calling plans into annuity revenue

and the respective traffic revenue streams.

Subscription based on calling plans

revenue includes traffic annuity revenue

related to calling plans. Discounted and

out of plan traffic relating to these calling

plans is disclosed under the applicable

traffic revenue streams.

The following table shows operating

revenue for our fixed-line segment broken

down by major revenue streams and as a

percentage of total revenue for our fixed-

line segment and the percentage change

by major revenue stream for the periods

indicated.



Fixed-line operating revenue increased in

the 2009 financial year primarily due to

continued growth in data services, higher

revenue from interconnection services and

subscriptions and connections partially

offset by a decrease in traffic revenue,

particularly local and long distance traffic

revenue partially offset by an increase in

traffic revenue from subscription based

calling plans. Fixed-line operating revenue

increased in the 2008 financial year

primarily due to continued growth in data

services and higher revenue from

subscription based calling plans,

interconnection and subscriptions and

connections, partially offset by a decrease

in traffic revenue, particularly local and

long distance traffic revenue.

Fixed-line operating revenue was adversely

impacted in both the 2009 and 2008

financial years due to a decrease in the

number of residential post-paid PSTN lines

primarily as a result of customer migration

to mobile and higher bandwidth products

such as ADSL and lower connections, and

a decrease in the number of prepaid PSTN

lines as a result of customer migration to

mobile services and our residential post-

paid PSTN services to enable access to

subscription based calling plans and was

positively impacted by our increase in

ISDN channels, ADSL services and, to a

lesser extent, business post-paid PSTN

lines. In addition, traffic was adversely

affected in both years by the increasing

substitution of calls placed using mobile

services rather than our fixed-line service

and dial-up traffic being substituted by our

ADSL service, as well as the decrease in

the number of prepaid and residential post-

paid PSTN lines and increased competition

in our payphones business. As a result,

traffic declined 7.6% in the 2009 financial

year and 8.2% in the 2008 financial year.

Revenue per fixed access line increased

2.1% to R5,349 in the 2009 financial

year from R5,250 in the 2008 financial

year primarily due to a 1.4% decrease in

the average number of access lines

and increased interconnection and

subscriptions and connection revenue

partially offset by lower traffic revenue.

Revenue per fixed access line decreased

0.5% to R5,250 in the 2008 financial

year from R5,275 in the 2007 financial

year primarily due to the decline in traffic

tariffs and local traffic volumes, partially

offset by increased subscription based

calling plans, interconnection and

subscriptions and connections tariffs.

Subscriptions and connections. Revenue

from subscriptions and connections consists

of revenue from connection fees, monthly

rental charges, value-added voice services

and the sale and rental of customer

premises equipment for post-paid and

prepaid PSTN lines, including ISDN

channels and private payphones.

Subscriptions and connections revenue is

principally a function of the number and

mix of residential and business lines in

service, the number of private payphones

in service and the corresponding charges.


related to our fixed-line subscription and

connection revenue during the periods

indicated.

Fixed-line operating revenueYear ended March 31,

2008/ 2009/2007 2008 2009 2007 2008


Subscriptions and connections 6,286 19.4 6,330 19.4 6,614 19.7 0.7 4.5

Traffic 16,740 51.8 15,950 49.0 15,323 45.5 (4.7) (3.9)

Local 4,832 14.9 4,076 12.6 3,634 10.8 (15.6) (10.8)

Long distance 2,731 8.5 2,252 6.9 2,036 6.0 (17.5) (9.6)

Fixed-to-mobile 7,646 23.6 7,557 23.2 7,420 22.0 (1.2) (1.8)

International outgoing 988 3.1 986 3.0 933 2.8 (0.2) (5.4)

Subscription based calling plans 543 1.7 1,079 3.3 1,300 3.9 98.7 20.5

Interconnection 1,639 5.1 1,757 5.4 2,084 6.2 7.2 18.6

Data 7,489 23.1 8,308 25.5 9,310 27.6 10.9 12.1

Sundry revenue 191 0.6 227 0.7 328 1.0 18.8 44.5

Fixed-line operating revenue 32,345 100.0 32,572 100.0 33,659 100.0 0.7 3.3

Management review


Performance review


CompanyFinancial

Information

Group overview




Revenue from subscriptions and

connections increased in the year ended

March 31, 2009 mainly due to increased

tariffs as well as an increase in the number

of ISDN lines and, to a lesser extent,

residential prepaid PSTN lines, partially

offset by lower business and residential

post-paid PSTN lines. The average monthly

prices for subscriptions increased by

11.0% on August 1, 2008. Revenue from

subscriptions and connections increased in

the year ended March 31, 2008 mainly

due to increased tariffs as well as an

increase in the number of ISDN lines and,

to a lesser extent, business post-paid PSTN

lines, partially offset by lower residential

post-paid PSTN lines and prepaid PSTN

lines. The average monthly prices for

subscriptions increased by 8.3% on August

1, 2006 and 12.0% on August 1, 2007.

The decrease in the number of residential

post-paid PSTN lines in service in both the

2009 and 2008 financial years was

primarily as a result of customer migration

to mobile and higher bandwidth products

such as ADSL and lower connections. The

increase in the number of post-paid ISDN

channels was driven by increased demand

for higher bandwidth and functionality. The

increase in prepaid PSTN lines in the


our affordable Waya Waya offering. The

decrease in prepaid PSTN lines in the


continued migration to mobile services and

our residential post-paid PSTN services to

enable access to subscription based

calling plans. In addition, we relaxed our

credit policies which led to fewer

migrations of our postpaid customers to

prepaid service in the 2008 financial year.

Traffic. Traffic revenue consists of revenue

from local, long distance, fixed-to-mobile

and international outgoing calls,


services and subscription based calling

plans. Traffic revenue is principally a

function of tariffs and the volume, duration

and mix between relatively more expensive

domestic long distance, international and

fixed-to-mobile calls and relatively less

expensive local calls.

Telkom has in recent years introduced

calling plans as a customer retention

strategy in order to defend revenues. These

calling plan arrangements comprise

monthly subscriptions for access line rental,

value-added services and free or

discounted rates on calls. The access line

rentals and value-added services revenue

components of calling plan arrangements

are included in subscriptions and

connections revenue. In response to the

significant growth in calling plan

arrangements, the need arose to separate

traffic revenue resulting from subscription

based calling plans into annuity revenue

and the respective traffic revenue streams.

Subscription based on calling plans

revenue includes traffic annuity revenue

related to calling plans. Discounted and

out of plan traffic relating to these calling

plans is disclosed under the applicable

traffic revenue streams.

Traffic includes dial-up internet traffic.

Fixed-line subscription and connection revenue


2007 2008 2009 2008/2007 2009/2008

% change % change

Total subscriptions and connections revenue

(ZAR millions, except percentages) 6,286 6,330 6,614 0.7 4.5

Total subscription access lines (thousands,

except percentages)(1) 4,490 4,395 4,319 (2.1) (1.7)

Postpaid

PSTN(2) 2,971 2,893 2,769 (2.6) (4.3)

ISDN channels 718 754 781 5.0 3.6

Prepaid PSTN 795 743 766 (6.5) 3.1

Private payphones 6 5 3 (16.7) (40.0)

Notes:(1) Total subscription access lines comprise PSTN lines, including ISDN lines and private payphones, but excluding internal lines in service and public

payphones. Each analogue PSTN line includes one access channel, each basic rate ISDN line includes two access channels and each primary rateISDN line includes 30 access channels.

(2) Excluding ISDN channels. PSTN lines are provided using copper cable, DECT and fibre.



The following table sets forth information related to our fixed-line traffic revenue for the periods indicated.

Fixed-line traffic revenue


2007 2008 2009 2008/2007 2009/2008

% change % change

Local traffic revenue (ZAR millions, except percentages) 4,832 4,076 3,634 (15.6) (10.8)

Local traffic (millions of minutes, except percentages)(1) 14,764 11,317 8,822 (23.3) (22.0)

Long distance traffic revenue (ZAR millions,

except percentages) 2,731 2,252 2,036 (17.5) (9.6)

Long distance traffic (millions of minutes, except

percentages)(1) 4,224 3,870 3,631 (8.4) (6.2)

Fixed-to-mobile traffic revenue (ZAR millions,

except percentages) 7,646 7,557 7,420 (1.2) (1.8)

Fixed-to-mobile traffic (millions of minutes, except

percentages)(1) 4,103 4,169 4,126 1.6 (1.0)

International outgoing traffic revenue

(ZAR millions, except percentages) 988 986 933 (0.2) (5.4)

International outgoing traffic (millions of minutes,

except percentages)(1) 558 635 622 13.8 (2.0)

International voice over internet protocol (millions

of minutes, except percentages)(2) 38 43 34 13.2 (20.9)

Subscription based calling plans revenue

(ZAR millions, except percentages) 543 1,079 1,300 98.7 20.5

Subscription based calling plans (millions of

minutes, except percentages) 1,896 2,997 3,546 58.1 18.3

Total traffic revenue (ZAR millions, except

percentages) 16,740 15,950 15,323 (4.7) (3.9)

Total traffic (millions of minutes, except percentages)(1) 29,323 26,926 24,869 (8.2) (7.6)

Average total monthly traffic minutes per average

monthly access line (minutes)(3) 456 417 385 (8.6) (7.7)

Notes:(1) Traffic, other than international voice over internet protocol traffic, is calculated by dividing total traffic revenue by the weighted average tariff during the

relevant period. Traffic includes dial-up internet traffic.(2) International voice over internet protocol traffic is based on the traffic reflected in invoices.(3) Average monthly traffic minutes per average monthly access line are calculated by dividing the total traffic by the cumulative number of monthly access

lines in the period.

Management review


Performance review


CompanyFinancial

Information

Group overview




Traffic revenue declined in the 2009

financial year primarily due to lower traffic

volumes partially offset by increased

subscription based calling plans and

revenue and higher average traffic tariffs.

Traffic revenue declined in the 2008

financial year primarily due to lower

average traffic tariffs and lower local traffic

volumes partially offset by increased

subscription based calling plans and

revenue, international outgoing and fixed-

to-mobile traffic.

ICASA approved a 2.1% reduction in the

overall tariffs for services in the basket

effective August 1, 2006, 1.2% reduction

in the overall tariffs for services in the

basket effective August 1, 2007 and a

2.4% increase in the overall tariffs for

services in the basket effective August 1,

2008. Traffic was adversely affected in

both the 2009 and 2008 financial years

by the increasing substitution of calls

placed using mobile services rather than

our fixed-line service and dial-up traffic

being substituted by our ADSL service, as

well as the decrease in the number of

prepaid and residential post-paid PSTN

lines and increased competition in our

payphone business.

Local traffic revenue decreased in the

2009 and 2008 financial years primarily

due to significantly lower traffic resulting

primarily from internet call usage being

substituted by our ADSL service, the

substitution of calls placed using mobile

services and discounts to business

customers, partially offset by increased

local off-peak tariffs and traffic volumes

related to Telkom Closer packages. We

increased penetration of subscription

based calling plans to stimulate usage in

the 2009 and 2008 financial years and to

counteract mobile substitution, which

effectively lowers the cost to the customer.

On September 1, 2005, we decreased

the price of local peak calls after the first

unit by 5.0% to 38 SA cents per minute

(VAT inclusive). This price was unchanged

on August 1, 2006 and August 1, 2007.

On August 1, 2008, we increased the

price of local peak calls after the first unit

by 3.2% to 39.2 SA cents per minute (VAT

inclusive). On August 1, 2007, the price of

local off-peak calls increased 4.1% on

average. On August 1, 2008, the price of

local off-peak calls increased 9.2% on

average.

Long distance traffic revenue decreased in

the 2009 and 2008 financial years mainly

due to a decrease in average long

distance tariffs and, to a lesser extent,

decreased long distance traffic, partially

offset by increased traffic related to Telkom

Closer packages and Worldcall. We

decreased our fixed-line long distance

traffic tariffs by 10% on September 1,

2005, a further 10% on August 1, 2006

and a further 10% on August 1, 2007. The

tariff remained unchanged on August 1,

2008.

Revenue from fixed-to-mobile traffic consists

of revenue from calls made by our fixed-line

customers to the three mobile networks in

South Africa and is primarily a function of

fixed-to-mobile tariffs and the number, the

duration and the time of calls. Fixed-to-

mobile traffic revenue decreased in the

2009 and 2008 financial years due to

higher discount offered to customers in

order to retain traffic, partially offset by

higher traffic related to the Telkom Closer

packages. The decrease in fixed-to-mobile

traffic in the 2009 financial year was

primarily due to an increase in the number

of Telkom Closer customers, thereby

decreasing the out of bundle volumes. The

increase in fixed-to-mobile traffic in the


discounts offered to larger customers on

fixed-to-mobile calls.

Revenue from international outgoing traffic

consists of revenue from calls made by our

fixed-line customers to international

destinations and from international voice

over internet protocol services and is a

function of tariffs and the number, duration

and mix of calls to destinations outside

South Africa. In the 2009 financial year,

international outgoing traffic revenue

declined primarily as a result of a decrease

in volumes mainly as a result of the

increase in the number of Telkom Closer

subscribers, thereby decreasing the out of

bundle volumes. In the 2008 financial

year, international outgoing traffic revenue

declined primarily as a result of a decrease

in the average international outgoing

tariffs, partially offset by an increase in

international outgoing traffic primarily as a

result of the reduced tariffs. The average

tariffs to all international destinations

decreased by 11.1% on August 1, 2006

and by 9.0% on August 1, 2007. On

August 1, 2008 the overall international

tariffs remained unchanged, but tariffs to

certain destinations were increased whilst

others were decreased.

Revenue from subscription based calling

plans includes revenue from Telkom’s

subscription based plans, Telkom Closer

and Supreme Call, which are bundled

products on post-paid PSTN lines that

include discounted rates and free minutes

for a fixed monthly subscription fee. In the

2009 financial year, revenue from

subscription based calling plans increased

by 20.5% primarily due to a 27.6%

increase in customers subscribing to these

packages. In the 2008 financial year,

revenue from subscription based calling

plans increased by 98.7% primarily due to

a 69.4% increase in customers subscribing

to these packages.

Interconnection. We generate revenue from

interconnection services for traffic from calls

made by other operators’ customers that

terminate on or transit through our network.

Revenue from interconnection services

includes payments from domestic mobile,

domestic fixed and international operators

regardless of where the traffic originates or

terminates. The following table sets forth

information related to interconnection

revenue for the years indicated.



Interconnection revenue


2007 2008 2009 2008/2007 2009/2008

% change % change

Interconnection revenue (ZAR millions, except

percentages) 1,639 1,757 2,084 7.2 18.6

Interconnection revenue from domestic mobile

operators (ZAR millions, except percentages) 816 838 916 2.7 9.3

Domestic mobile interconnection traffic

(millions of minutes, except percentages)(1) 2,419 2,502 2,484 3.4 (0.7)

Interconnection revenue from domestic fixed-line

operators (ZAR millions, except percentages) – 28 111 – 296.4

Domestic fixed-line interconnection traffic

(millions of minutes, except percentages)(2) – 113 415 – 267.3

Interconnection revenue from international

operators (ZAR millions, except percentages) 823 891 1,057 8.3 18.6

International interconnection traffic

(millions of minutes, except percentages)(2) 1,321 1,280 1,189 (3.1) (7.1)

Notes:(1) Domestic mobile interconnection traffic, other than international outgoing mobile traffic, is calculated by dividing total domestic mobile and domestic fixed-

line interconnection traffic revenue, respectively, by the weighted average domestic mobile and domestic fixed-line interconnection traffic tariffs during therelevant period. International outgoing mobile traffic is based on the traffic registered through the respective exchanges and reflected in interconnectioninvoices.

(2) International interconnection and domestic fixed-line interconnection traffic is based on the traffic registered through the respective exchanges and reflectedon interconnection invoices.

Interconnection revenue from domestic

mobile operators includes revenue for call

termination and international outgoing calls

from domestic mobile networks, as well as

access to other services, such as

emergency services and directory enquiry

services. Interconnection revenue from

domestic mobile operators increased in the

2009 and financial year mainly due to

higher average tariffs, partially offset by

lower volumes. Interconnection revenue

from domestic mobile operators increased

in the 2008 financial year mainly due to

increased traffic from domestic mobile

operators, partially offset by lower average

tariffs on mobile international outgoing

calls. Domestic mobile interconnection

traffic decreased in the year ended March

31, 2009 primarily due to increased

mobile-to-mobile calls bypassing our

network and volumes lost to other

international carriers. Domestic mobile

interconnection traffic increased in the year

ended March 31, 2008 primarily due to

an overall increase in mobile calls as a

result of a growing mobile market, partially

offset by increased mobile-to-mobile calls

bypassing our network. Interconnection

revenue from domestic mobile operators

includes fees paid to our fixed-line business

by Vodacom of R462 million in the year

ended March 31, 2009, R468 million in

the year ended March 31, 2008 and


2007. Fifty percent of these amounts were

attributable to our interest in Vodacom and

were eliminated from the Telkom Group’s

revenue on consolidation.

Interconnection revenue from domesticfixed-line operators includes fees paid byNeotel, underserviced area licence holdersand value-added network service providersfor call termination and internationaloutgoing calls, as well as access to other

services, such as emergency services anddirectory inquiry services. With effect fromMay 23, 2007, ICASA approvedinterconnection rates with Neotel,underserviced area licence holders andvalue-added network service providers forinterconnection on our fixed-line network. InOctober 2007, Neotel commencedinterconnection with Telkom. In July 2007,Telkom began interconnection with theunderserviced area licence holders and inNovember 2007, value added networkservice providers. We expect inter-connection revenue to increase as a resultof the entrance of Neotel and the furtherliberalisation of the South Africantelecommunications industry, which maypartially mitigate declines in revenue inother areas.

Interconnection revenue from international

operators includes amounts paid by foreign

operators for the use of our network to

terminate calls made by customers of such

Management review


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Group overview




operators and payments from foreign

operators for interconnection hubbing

traffic through our network to other foreign

networks. Interconnection revenue from

international operators increased in the

year ended March 31, 2009 primarily

due to the weakening of the Rand against

the SDR, the notional currency in which

international rates are determined, and

increased switched hubbing traffic volumes

due to a reduction in tariffs to stimulate

competitiveness. Interconnection revenue

from international operators increased in


due to the weakening of the rand against

the SDR, the notional currency in which

international rates are determined, and

increased switched hubbing traffic volumes

due to a reduction in tariffs to stimulate

competitiveness, partially offset by lower

volumes and settlement rates.

Data. Data services comprise data

transmission services, including leased

lines and packet based services, managed

data networking services and internet

access and related information technology

services. In addition, data services include

revenue from ADSL. Revenue from data

services is mainly a function of the number

of subscriptions, tariffs, bandwidth and

distance. The table above sets forth

information related to revenue from data

services for the periods indicated.

Our data services revenue increased in

both the 2009 and 2008 financial years

primarily due to increased revenue from

data connectivity service, including ADSL

connectivity and SAIX, internet access, and

managed data networks, including VPN

Supreme and increased revenue from

leased line facilities from mobile operators.

These increases were partially offset by

decreased tariffs for leased line facilities to

mobile operators and data connectivity

services. Revenue from leased line facilities

from mobile operators was relatively flat in

the year ended March 31, 2009. Revenue

from leased line facilities from mobile

operators increased in the year ended

March 31, 2008 primarily due to the roll-

out of third generation and universal mobile

telecommunications system products by the

mobile operators.

Operating revenue from our data services

included R1,059 million, R1,028 million

and R907 million in revenue received by

our fixed-line business from Vodacom in the

years ended March 31, 2009, 2008 and

2007, respectively. Fifty percent of these

amounts were attributable to our interest in

Vodacom and were eliminated from the

Telkom Group’s revenue on consolidation.

Sundry revenue. Sundry revenue includes

revenue relating to collocation of other

licensed operators on Telkom owned

properties, the sale of materials and

revenue related to the recovery of costs for

work performed on behalf of other licensed

operators. Sundry revenue increased by


financial year and 18.8% to R227 million

in the 2008 financial year from

R191 million in the 2007 financial year.

The increase in the 2009 financial year

was primarily due to revenue from the FIFA

World Cup project. The increase in the


an increase in prices for collocation and

recoveries.

Fixed-line operating expenses

The following table shows the operating

expenses of our fixed-line segment broken

down by expense category as a

percentage of total revenue and the

percentage change by operating expense

category for the years indicated.

Data services revenue


2007 2008 2009 2008/2007 2009/2008

% change % change

Data services revenue (ZAR millions, except

percentages) 7,489 8,308 9,310 10.9 12.1

Leased lines and other data revenue(1) 5,828 6,460 7,452 10.8 15.4

Leased line facilities revenues from mobile

operators 1,661 1,848 1,858 11.3 0.5

Number of managed network sites (at period end) 21,879 25,112 29,979 14.8 19.4

Internet all access subscribers (at period end) 302,593 358,066 423,196 18.3 18.2

Total ADSL subscribers (at period end)(2) 255,633 412,190 548,015 61.2 33.0

Notes:(1) Leased lines and other data revenue includes all data services revenue other than leased line facilities revenue from mobile operators.(2) Excludes Telkom internal ADSL services of 1,029, 751 and 523 as of March 31, 2009, 2008 and 2007, respectively.



Fixed-line operating expensesYear ended March 31,

2007 2008 2009 2008/ 2009/% of % of % of 2007 2008

(in millions, except percentages) ZAR revenue ZAR revenue ZAR revenue % change % change

Employee expenses(1) 7,096 21.9 7,397 22.7 7,999 23.8 4.2 8.1

Payments to other

network operators 6,461 20.0 6,902 21.2 7,536 22.3 6.8 9.2


expenses(2)(3) 3,976 12.3 3,899 11.9 6,582 19.5 (1.9) 68.8

Service fees 2,206 6.8 2,413 7.4 2,761 8.2 9.4 14.4

Operating leases 762 2.4 619 1.9 613 1.8 (18.8) (1.0)

Depreciation, amortisation,

impairments and write-offs 3,582 11.1 3,732 11.5 4,358 13.0 4.2 16.8

Fixed-line operating expenses 24,083 74.5 24,962 76.6 29,849 88.7 3.6 19.6

Notes:(1) Employee expenses include workforce reduction expenses of R8 million, R3 million and R24 million in the years ended March 31, 2009, 2008 and

2007, respectively.(2) In the year ended March 31, 2007 we recorded a provision of R527 million for probable liabilities related to Telkom’s arbitration with Telcordia,

excluding legal fees, of which R510 million is included in selling, general and administrative expenses and R11 million for interest and R6 million forforeign exchange rate effect is included in finance charges. In the year ended March 31, 2008 we recorded a provision of R569 million for probableliabilities related to Telkom’s arbitration with Telcordia, including legal fees. The movement in the provision is due to increased interest of R53 million andforeign exchange rate effect of R52 million, which are included in finance charges, partially offset by a provisional payment made in respect of specificsub-claims within the Telcordia claim. In the year ended March 31, 2009 we recorded a provision of R664 million for probable liabilities related toTelkom’s arbitration with Telcordia, including legal fees. The movement in the provision is due to increased interest of R11 million and foreign exchangerate effect of R94 million, which are included in finance charges, partially offset by a R10 million reversal of the provision which is included in selling,general and administrative expenses.

(3) Includes a R254 million and R217 million impairment relating to Telkom Media in the 2009 and 2008 financial years, respectively and R1,843 millionrelating to the impairment of Multi-Links, R85 million impairment relating to Africa Online in the 2009 financial year.

Fixed-line operating expenses increased in


increased selling, general and administrative

expenses, payments to other network

operators, depreciation, amortisation,

impairment and write-offs, employee

expenses and service fees. Fixed-line

operating expenses increased in the 2008

financial year primarily due to increased

payments to other network operators,

employee expenses, service fees and

depreciation, amortisation, impairment and

write-offs, partially offset by lower leases and

selling, general and administrative expenses.

Employee expenses. Employee expenses

consist mainly of salaries and wages for

employees, including bonuses and other

incentives, benefits and workforce

reduction expenses.


related to our employee expenses for the

years indicated.

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Employee expenses increased in the year


higher provision for medical aid for

pensioners as a result of increased interest

costs, higher salaries and wages as a result

of average annual salary increases of

10.85% as well as a higher leave

provision, partially offset by a lower

number of employees. Employee expenses

increased in the year ended March 31,

2008 primarily due to higher salaries and

wages as a result of average annual salary

increases of 7.0%, and increased share

option grant expenses as a result of the

higher number of shares granted in the

year, partially offset by lower team

awards.

Salaries and wages increased in the year


average annual salary increases of

10.85%, partially offset by lower

headcount. Salaries and wages increased

in the year ended March 31, 2008

primarily due to average annual salary

increases of 7.0% and were further

impacted by increased payments to

contractors from original equipment

manufacturers.

Benefits include allowances, such as

bonuses, company contributions to medical

aid, pension and retirement funds, leave

provisions, workmen’s compensation and

levies payable for skills development.

Benefits increased in the 2009 financial

year primarily due to a higher provision for

medical aid for pensioners as a result of

increased interest costs and a higher

provision for leave as a result of annual

salary increases and a decrease in leave

days taken. Benefits decreased in the

2008 financial year primarily due to lower

team awards, a lower provision for

medical aid for pensioners as a result of the

annuity policy qualifying as a plan asset in

June 2006, a lower provision for leave as

a result of the decrease in the number of

employees and lower training expenses,

partially offset by increased share option

grant expenses as a result of the higher

number of shares allocated during the year.

Workforce reduction expenses include the

cost of voluntary early retirement,

termination severance packages offered to

employees and the cost of social plan

expense to prepare affected employees for

new careers outside Telkom. Workforce

reduction expenses decreased substantially

in the years ended March 31, 2009 and

2008 due to the moratorium on voluntary

severance packages taken in the 2007

financial year. An additional seven

employees in the 2009 financial year, four

employees in the 2008 financial year and

13 employees in the 2007 financial year

left Telkom as part of the conclusion of

Telkom’s workforce reduction initiatives for

the 2005 financial year.

Employee related expenses capitalisedinclude employee related expensesassociated with construction andinfrastructure development projects.Employee related expenses capitaliseddecreased in the year ended March 31,2009 primarily due to an increase in theuse of subcontractors. Employee relatedexpenses capitalised increased in the yearended March 31, 2008 primarily due toannual salary increases and increasedcapital expenditures on projects during theyear.

Payments to other network operators.Payments to other network operatorsinclude settlement payments paid to thethree South African mobile communicationsnetwork operators and commencing in the2008 financial year, Neotel, forterminating calls on their networks and tointernational network operators forterminating outgoing international calls andtraffic transiting through their networks.


related to our payments to other network

operators for the periods indicated.

Fixed-line employee expenses


(in millions, except percentages and 2007 2008 2009 2008/2007 2009/2008

number of employees) ZAR ZAR ZAR % change % change

Salaries and wages 5,095 5,509 5,746 8.1 4.3

Benefits 2,673 2,671 2,981 (0.1) 11.6

Workforce reduction expenses 24 3 8 (87.5) 166.7

Employee related expenses capitalised (696) (786) (736) 12.9 (6.4)

Employee expenses 7,096 7,397 7,999 4.2 8.1

Number of full-time, fixed-line employees

(at period end) 25,864 24,879 23,520 (3.8) (5.5)



Fixed-line payments to other network operators


2007 2008 2009 2008/2007 2009/2008


Payments to mobile communications network operators 5,425 5,460 5,432 0.6 (0.5)

Payments to international and other network operators 1,036 1,208 1,853 16.6 53.4

Payments to fixed-line operators – 234 251 n/a 7.3

Payments to other network operators 6,461 6,902 7,536 6.8 9.2

Payments to fixed-line operators increased in the 2009 financial year due to higher call volumes from interconnection with Neotel and

VANS. Payments to fixed-line operators in the 2008 financial year were derived from interconnection commencing with Neotel, USALS

and VANS during the 2008 financial year. Payments to mobile network operators decreased in the 2009 financial year primarily due to

lower call volumes from our fixed-line network to the mobile networks due to an increase in mobile-to-mobile calls. Payments to international

operators increased during the 2009 financial year due to increased switch hubbing volumes and higher exchange rates. Payments to

mobile and international network operators increased in the 2008 financial year primarily due to higher call volumes from our fixed-line

network to the mobile networks, resulting from discounts offered on our CellSaver and Telkom Closer products, increased fixed-to-mobile

calls by business customers due to growth in the mobile market, increased international outgoing traffic arising from our reduced average

international tariffs, a weaker exchange rate in the 2008 financial year and payments to fixed-line operators commencing in the 2008

financial year. Payments to other network operators include payments made by our fixed-line business to Vodacom, which were

R3,020 million, R3,017 million and R2,954 million in the years ended March 31, 2009, 2008 and 2007, respectively. Fifty percent

of these amounts were attributable to our interest in Vodacom and were eliminated from the Telkom Group’s expenses on consolidation.

Selling, general and administrative expenses. Selling, general and administrative expenses include materials and maintenance costs,

marketing expenditures, bad debts, theft, losses and other expenses, including obsolete stock and cost of sales.

The following table sets forth information related to our fixed-line selling, general and administrative expenses for the periods indicated.

Fixed-line selling, general and administrative expenses


2007 2008 2009 2008/2007 2009/2008


Materials and maintenance 1,900 1,996 2,295 5.1 15.0

Marketing 604 583 574 (3.5) (1.5)

Bad debts 137 217 285 58.4 31.3

Other(1)(2) 1,335 1,103 3,428 (17.4) 210.8

Selling, general and administrative expenses(1)(2) 3,976 3,899 6,582 (1.9) 68.8

Notes:(1) In the year ended March 31, 2007 we recorded a provision of R527 million for probable liabilities related to Telkom’s arbitration with Telcordia,

excluding legal fees, of which R510 million is included in selling, general and administrative expenses and R11 million for interest and R6 million forforeign exchange rate effect is included in finance charges. In the year ended March 31, 2008 we increased the provision to R569 million for probableliabilities related to Telkom’s arbitration with Telcordia, including legal fees. The movement in the provision is due to increased interest of R53 million andforeign exchange rate effect of R52 million, which are included in finance charges, partially offset by a provisional payment made in respect of specificsub-claims within the Telcordia claim. In the year ended March 31, 2009 we increased the provision to R664 million for probable liabilities related toTelkom’s arbitration with Telcordia, including legal fees. The movement in the provision is due to increased interest of R11 million and foreign exchangerate effect of R94 million, which are included in finance charges, partially offset by a R10 million reversal of the provision which is included in selling,general and administrative expenses.

(2) Includes a R254 million and R217 million impairment relating to Telkom Media in the 2009 and 2008 financial years, respectively and a R1,843 millionimpairment of the Multi-Links investment and an R85 million impairment of the Africa Online investment in the 2009 financial year.

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expenses increased primarily due to the

impairment of the Multi-Links investment in

the 2009 financial year, increased

materials and maintenance expenses and

higher bad debts. Selling, general and

administrative expenses decreased

primarily due to the provision for probable

liabilities in the Telcordia dispute in the

2007 financial year, which were not

increased significantly in the 2008

financial year, and lower marketing

expense, partially offset by the R217 million

impairment of the Telkom Media loan in the

2008 financial year – increased materials

and maintenance expenses and higher

bad debts.

Materials and maintenance expenses

include stock write-offs, subcontractor

payments and consumables required to

maintain our network. Materials and

maintenance expenses increased in the

years ended March 31, 2009 and 2008

primarily due to increased operating

maintenance projects as result of an

increase in the number of technologies

employed in the network and higher fuel

costs as a result of the increased price of

fuel. In the 2009 financial year increased

maintenance on the submarine cables as a

result of higher exchange rates also

contributed.

Marketing expenses were relatively flat in

the 2009 financial year. Marketing

expenses decreased in the year ended

March 31, 2008 primarily due to lower

sponsorships and decreased calling plan

advertising during the year.

Bad debt increased in the year ended

March 31, 2009 as more debtors

defaulted on payments as a result of poor

economic conditions in South Africa driven

by higher inflation. Bad debt increased in

the year ended March 31, 2008 due to

provisions for higher international bad

debts in certain countries, including

Nigeria, Gabon and the United Kingdom.

Bad debt as a percentage of revenue was

1.0%, 0.7% and 0.4% in the 2009, 2008

and 2007 financial years, respectively.

Other expenses include obsolete stock,

cost of sales, subsistence and travel and an

offset for bad debts recovered. Other

expenses increased in the year ended

March 31, 2009 primarily due to the

R1,843 million impairment of the Multi-

Links investment, R254 million impairment

of the Telkom Media loan and R85 million

impairment of the Africa Online investment

in the 2009 financial year. Other expenses

decreased in the year ended March 31,

2008 primarily due to the provision for

probable liabilities in the Telcordia dispute

in the 2007 financial year, which were not

increased significantly in the 2008 financial

year, partially offset by the R217 million

impairment of the Telkom Media loan in the

2008 financial year.

Service fees. Service fees include payments

in respect of the management of our

properties, to TFMC, a facilities and

property management company, consultants

and security. Consultants comprise fees

paid to collection agents and to providers

of other professional services and external

auditors. Security refers to services to

safeguard the network and contracts to

ensure a safe work environment, such as

guard services.


relating to service fee expenses for the

periods indicated.

Fixed-line service fees


2007 2008 2009 2008/2007 2009/2008


Property management 1,141 1,222 1,262 7.1 3.2

Consultants, security and other 1,065 1,191 1,499 11.8 25.9

Service fees 2,206 2,413 2,761 9.4 14.4




March 31, 2009 primarily due to

consultancy fees relating to the Vodacom

sale and unbundling transaction and higher

security costs to secure the copper network.



increased property payment costs, mainly

related to increased electricity usage,

electricity rates and taxes, payments to

consultants to explore local and

international investment opportunities,

higher security costs due to increases in

contract prices and maintenance and

monitoring of the cable alarm system and

legal fees related to Telcordia.

Operating leases. Operating leases

include payments in respect of equipment,

buildings and vehicles. Operating leases

decreased by 1.0% primarily due to a

6.0% reduction in the vehicle fleet from

8,792 vehicles at March 31, 2008 to

8,266 vehicles at March 31, 2009.

Operating leases decreased in the year


discount received on the extension of our

vehicle lease and a reduction in the number

of vehicles from 9,694 at March 31, 2007

to 8,792 at March 31, 2008.


and write-offs. Depreciation, amortisation,

impairments and write-offs increased in the

year ended March 31, 2009 primarily as

a result of higher amortisation of intangible

assets and increased depreciation due to

the ongoing investment in

telecommunications network equipment

and data processing equipment.


and write-offs increased in the year ended


higher amortisation of intangible assets

and increased depreciation due to the

ongoing investment in telecommunications

network equipment and data processing

equipment, partially offset by lower asset

write-offs.

Mobile segment

Mobile encompasses all the operating

activities of our 50% joint venture

investment in Vodacom, the largest mobile

operator in South Africa with an

approximate 53% market share as of

March 31, 2009 based on total estimated

customers in South Africa. In addition to its

South African operations, Vodacom has

investments in mobile communications

network operators in Lesotho, Tanzania, the

Democratic Republic of the Congo and

Mozambique. On December 30, 2008

Vodacom acquired 100% shareholding in

Gateway Telecommunications Plc,

Gateway Communications (Proprietary)

Limited, Gateway Communications

Mozambique LDA, Gateway

Communications (Tanzania) Limited, GS

Telecom (Proprietary) Limited and their

respective subsidiaries, or Gateway which

has customers in 40 countries in Africa.

The following table shows information

related to our 50% share of Vodacom’s

operating revenue and operating profit

broken down by Vodacom’s South African

operations and operations in other African

countries and Gateway for the periods

indicated. All amounts in this table and the

discussion of our mobile segment that

follows represent 50% of Vodacom’s results

of operations unless otherwise stated and

are before the elimination of intercompany

transactions with us.

Fixed-line depreciation, amortisation, impairments and write-offs


2007 2008 2009 2008/2007 2009/2008


Depreciation of property, plant and equipment 2,993 3,061 3,399 2.3 11.0

Amortisation of intangibles 305 409 638 34.1 56.0

Write-offs of property, plant and equipment and

intangible assets 284 262 321 (7.7) 22.5

Depreciation, amortisation, impairments and

write-offs 3,582 3,732 4,358 4.2 16.8

The following table sets forth information relating to depreciation, amortisation, impairments and write-offs for the periods indicate.

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Mobile operating revenue

Vodacom derives revenue from mobile

services as well as other related or value-

added goods and services. Vodacom’s

revenue is mainly in the form of airtime

charges, primarily airtime payments from

customers registered on Vodacom’s

network; data products and services;

interconnection revenue from other

operators for the termination of calls on

Vodacom’s network and national roaming

revenue, revenue from equipment sales,

including sales of handsets and accessories;

and revenue from international services,

including airtime charges for the use of

Vodacom’s network through roaming of

customers from other international networks

and Vodacom customers who roam abroad.

The following table shows our 50% shareof Vodacom’s revenue broken down bymajor revenue type and as a percentage oftotal operating revenue for our mobilesegment and the percentage change byrevenue type for the periods indicated.

Mobile operating revenue and profitsYear ended March 31,

2008/ 2009/2007 2008 2009 2007 2008


Operating revenue 20,573 100.0 24,089 100.0 27,594 100.0 17.1 14.6

South Africa 18,504 89.9 21,392 88.8 23,688 85.8 15.6 10.7

Other African countries 2,069 10.1 2,697 11.2 3,502 12.7 30.4 29.8

Gateway – – – – 404 1.5 – n/a

Operating profit(1) 5,430 100.0 6,247 100.0 6,009 100.0 15.0 (3.8)

South Africa 5,170 95.2 5,852 93.7 5,690 94.7 13.2 (2.8)

Other African countries 260 4.8 395 6.3 303 5.0 51.9 (23.3)

Gateway – – – – 16 0.3 n/a

EBITDA(1)(2) 7,123 100.0 8,217 100.0 8,407 100.0 15.4 2.3

Notes:(1) Mobile operating profit and mobile EBITDA include our 50% share of an impairment loss of R23 million, R30 million and R112 million, in the 2007,

2008 and 2009 financial years, respectively, in respect of the assets in Mozambique due to a decrease in the fair value of the assets. R5.8 million ofthe impairment loss related to available-for-sale investments.

(2) Mobile EBITDA comprises our 50% share of Vodacom’s EBITDA, which represents mobile net profit, before taxation, finance charges, investment incomeand depreciation, amortisation and impairments, but includes the profit on sale of investments and broad-based black economic empowerment expenses.We believe that EBITDA provides meaningful additional information to investors since it is widely accepted by analysts and investors as a basis forcomparing a company’s underlying operating profitability with that of other companies as it is not influenced by past capital expenditures or businessacquisitions, a company’s capital structure or the relevant taxation regime. This is particularly the case in a capital intensive industry such ascommunications. It is also a widely accepted indicator of a company’s ability to service its long-term debt and other fixed obligations and to fund itscontinued growth. EBITDA is not an IFRS measure. You should not construe EBITDA as an alternative to operating profit or cash flows from operatingactivities determined in accordance with IFRS or as a measure of liquidity. EBITDA is not defined in the same manner by all companies and may not becomparable to other similarly titled measures of other companies unless the definition is the same.

Mobile operating revenueYear ended March 31,

2008/ 2009/2007 2008 2009 2007 2008


Airtime and access 11,854 57.6 13,548 56.3 15,166 55.0 14.3 11.9

Data 1,671 8.1 2,501 10.4 3,221 11.7 49.7 28.8

Interconnection 3,918 19.0 4,443 18.4 4,899 17.7 13.4 10.3

Equipment sales 2,350 11.4 2,526 10.5 2,650 9.6 7.5 4.9

International airtime 653 3.2 918 3.8 1,043 3.8 40.6 13.6

Other sales and services 127 0.7 153 0.6 615 2.2 20.5 302.0

Mobile operating revenue 20,573 100.0 24,089 100.0 27,594 100.0 17.1 14.6



Vodacom’s operating revenue from South

African operations increased in the 2009

financial year mainly due to an increase in

customers driven by retention campaigns

and loyalty programmes, the introduction

of more affordable products and lower

denomination vouchers. Revenue growth in

the other African operations was mainly

due to strong customer growth driven by

the launch of new products and services,

aggressive sales and marketing campaigns

as well as enhanced network coverage.

Vodacom’s operating revenue increased in


increased airtime, data, interconnection

and equipment sales revenue as a result of

continued customer growth. Vodacom’s

equipment sales further increased in the

2008 financial year due to the added

functionality of new phones based on new

technologies.

Our 50% share of Vodacom’s revenue from

operations outside of South Africa increased

to R3,502 million for the year ended

March 31, 2009 from R2,697 million

for the year ended March 31, 2008 and

R2,069 million in the year ended

March 31, 2007. The increase in

Vodacom’s operating revenue from other

African countries in the 2009 and 2008

financial years was primarily due to

substantial increases in the number of

customers in Vodacom’s operations,

particularly in Tanzania, the Democratic

Republic of the Congo and Mozambique,

and the weakening of the rand in the 2009

and 2008 financial years, which resulted in

higher rand converted revenue, partially

offset by lower ARPU resulting from the

higher volume of lower spending prepaid

customers. Revenue from Vodacom’s other

African countries as a percentage of

Vodacom’s total mobile operating revenue

increased to 12.7% in the year ended

March 31, 2009 from 11.2% in the year

ended March 31, 2008 and 10.1% in the

year ended March 31, 2007.

South African contract ARPU decreased to

R474 per month in the 2009 financial year

from R486 per month in the 2008 financial

year and R517 per month in the 2007

financial year. South African prepaid ARPU

increased to R68 per month in the 2009

financial year from R62 per month in the

2008 financial year, a decrease from

R63 per month in the 2007 financial year.

In the 2008 and 2007 financial years,

contract and prepaid customer ARPU were

also negatively impacted by the high

growth in Vodacom’s hybrid contract

product, Family Top Up, which contributed

to the migration of higher spending

prepaid customers, who tend to spend less

than existing contract customers, to

contracts. In the 2007 financial year,

Vodacom changed its definition of active

customers to exclude calls forwarded to

voicemail from the definition of revenue

generating activity for a six-month period,

resulting in the deletion of approximately

three million customers. Prepaid ARPU was

positively impacted by this temporary rule

change in the 2007 financial year.

Vodacom subsequently changed its

definition of revenue generating activity

back to include calls forwarded to

voicemail effective September 1, 2006.

Such SIM cards were disconnected from

the network after being inactive for a

215 consecutive day period. Since

implementing this change, prepaid SIM

cards remaining in an active state on the

network, with only call forwarding to

voicemail and no other revenue generating

activities, increased significantly. Vodacom

therefore implemented a supplementary

disconnection rule in September 2007 to

disconnect inactive prepaid SIM cards

after 13 months of being kept in an active

state, by call forwarding to voicemail only,

and not having had any other revenue

generating activity on Vodacom’s network.

The implementation of the supplementary

disconnection rule led to the disconnection

of an additional 2.9 million prepaid SIM

cards in September 2007, which resulted

in higher prepaid ARPU than would have

otherwise occurred. Approximately 85.3%

of Vodacom’s South African mobile

customers were prepaid customers at

March 31, 2009 and approximately

94.4% of all gross connections were

prepaid customers in the 2009 financial

year. Vodacom expects the number of

prepaid mobile users to continue to grow

to a greater extent than contract mobile

users. The increasing number of prepaid

users, who tend to have lower average

usage, and the lower overall usage as the

lower end of the market is penetrated have

historically resulted in decreasing overall

average revenue per customer. Total South

African ARPU increased to R133 per month

in the 2009 financial year and remained

stable at R128 per month in the 2008 and

2007 financial years. Total South African

ARPU remained stable in the 2008

financial year, despite declining South

African contract and prepaid ARPU, due to

a shift in the customer mix to higher

spending contract customers, which

represented 14.3% of total South African

customers as of March 31, 2009 and

2008, respectively.

Service providers in South Africa generally

subsidise handsets when a contract

customer enters into a new contract or

renews an existing contract depending on

the airtime and tariff plan and type of

handset purchased. Subsidised handset

sales give customers an incentive to switch

operators to obtain new handsets and

have contributed to churn. Handsets for

prepaid customers are not subsidised by

Vodacom as these users have the freedom

of switching operators and contribute to

churn. Vodacom is more vulnerable to

churn than other mobile communications

providers in South Africa since it has the

largest number of customers in South

Africa. To date, mobile number portability

has had no significant impact on churn.

The cost to acquire contract customers in a

highly developed market is high. Vodacom

has therefore implemented upgrade and

retention policies over the last few years

and has striven to maintain a high level of

incentives to service providers in order to

reduce churn. Vodacom’s churn rate for

contract customers in South Africa

increased to 9.9% in the 2009 financial

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year from 8.3% in the 2008 financial year

mainly due to an increase in involuntary

churn driven by the economic conditions.

Vodacom’s churn rate for contract

customers decreased in the 2008 financial

year to 8.3% from 9.7% in the 2007

financial year mainly due to an

improvement in service and products to

customers and the continued high level of

handset support to retain customers.

Prepaid churn is adversely impeded by an

increasingly competitive market, lower

barriers to entry for prepaid customers in

South Africa and the volatile nature of the

prepaid customer base. Vodacom’s churn

rate for prepaid customers in South Africa

decreased to 45.4% in the 2009 financial

year from 47.9% in the 2008 financial

year mainly due to focused campaigns to

offer greater value to customers to reduce

churn coupled with the marketing of SIM

swaps and various loyalty programmes.

Vodacom’s churn rate for prepaid

customers in South Africa increased to

47.9% in the 2008 financial year from


increase in prepaid churn in the 2008

financial year was mainly due to the

supplementary disconnection rule

implemented, which led to the

disconnection of an additional 2.9 million

prepaid SIM cards in September 2007.

Airtime. Vodacom derives airtime revenue

from connection and monthly rental fees

and airtime usage fees paid by Vodacom’s

contract customers for use of its mobile

networks. Airtime revenue also includes

fees paid by Vodacom’s prepaid phone

customers for prepaid starter phone

packages and airtime recharge vouchers

utilised, which entitle customers to receive

unlimited incoming calls up to 365 days.

Airtime revenue depends on the total

number of customers, traffic volume, mix of

prepaid and contract customers and tariffs.

Vodacom’s airtime revenue increased in the

years ended March 31, 2009 and March

31, 2008 primarily due to continued

customer growth and an increase in

outgoing voice traffic minutes. As

Vodacom’s primary market in South Africa

continues to mature and Vodacom

continues to connect more marginal

customers in its South African operations,

Vodacom expects that growth in airtime in

South Africa will continue to slow. Total

customers increased 16.5% and 12.7% in

the years ended March 31, 2009 and

2008, respectively, primarily due to strong

prepaid customer growth in South Africa

and significant customer growth in

Vodacom’s operations outside of South

Africa, particularly in Tanzania, the

Democratic Republic of Congo and

Mozambique in the 2009 and 2008

financial years.

Data revenue. Vodacom derives data

revenue from mobile data, including short

messaging services, or SMSs, and

multimedia messaging services, or MMSs,

general packet radio services, or GPRS,

and third generation services, or 3G. Data

revenue contributed 11.7% of Vodacom’s

total revenue in the year ended March 31,

2009, up from 10.4% in the year ended

March 31, 2008 and 8.1% in the year

ended March 31, 2007. Vodacom’s

mobile data revenue increased in the year


growth in the number of messages sent as

well as an increase in the number of

broadband customers. Vodacom’s mobile

data revenue increased in the year ended

March 31, 2008 primarily due to higher

penetration levels influenced by more

affordable product offerings.

In South Africa, Vodacom transmitted

5.4 billion SMSs and MMSs over its

network in the 2009 financial year,

compared to 5.0 billion in the 2008

financial year. The number of broadband

connectivity customers increased by 79.8%

to approximately 720,000 customers from

approximately 400,000 customers as of

March 31, 2008. The number of

3G/HSDPA handsets on the network as of

March 31, 2009 was 2.8 million, as

compared to 1.3 million as of March 31,

2008. During the 2009 financial year

there was an increase in the usage of

GPRS, 3G and HSDPA, the volume of data

transferred increased to 3,175 Terabytes,

a 97.8% increase from the 2008 financial

year.

Interconnection. Vodacom generates

interconnection revenue when a call

originating from our fixed-line network and

more recently, Neotel, or one of the other

mobile operators’ networks terminates on

Vodacom’s network. Interconnection

revenue also includes revenue from Cell C

for national roaming services. Vodacom

does not have a roaming agreement with

MTN. Vodacom generates national

roaming revenue when its mobile network

carries a call made from a Cell C customer.

Interconnection revenue depends on the

volume of traffic terminating on Vodacom’s

network, the interconnection termination

rates payable by ourselves and the other

mobile operators to Vodacom and national

roaming rates.

Vodacom’s interconnection revenue

increased in the years ended March 31,

2009 and March 31, 2008 primarily due

to an increase in the number of calls

terminating on Vodacom’s network as a

result of the increased number of

Vodacom’s customers and South African

mobile users generally. The increase in the

2009 financial year was mainly driven by

an increase in incoming traffic as well as

an increase in national roaming revenue

from Cell C as a result of their increased

market share and increased calls

terminating on Vodacom’s network. The

growth in the 2008 financial year was

also attributable to the growth in the

substitution of fixed-line calls by mobile

calls and incoming traffic resulting from an

overall increase in the customer base of

other mobile operators. The increases were

partially offset by a reduced number of

fixed-line calls from Telkom’s network

terminating on Vodacom’s network.

Interconnection revenue in our mobile

segment included R1,483 million,

R1,482 million and R1,454 million in the

years ended March 31, 2009, 2008 and

2007, respectively, for calls received from



our fixed-line business, which were

eliminated from the Telkom Group’s

revenue on consolidation.

Equipment sales. Vodacom generates

revenue from equipment sales primarily

from the sale of mobile phones and

accessories. Vodacom purchases handsets

for itself and for external service providers

in bulk at purchase discounts in order to

lower the cost of handset subsidisation for

contract customers. Equipment sales

revenue fluctuates based on whether

external providers and Vodacom’s other

African operators source equipment from

Vodacom in South Africa or purchase

equipment from third party suppliers.

Vodacom’s equipment sales increased in

the 2009 and 2008 financial years

primarily due to the growth of Vodacom’s

customer base and the continued uptake of

new handsets in South Africa as a result of

cheaper rand prices of new handsets and

the added functionality of new phones

based on new technologies such as 3G

enabled phones, camera phones and

colour screens.

International airtime. International airtime

revenues are predominantly from

international calls by Vodacom customers,

roaming revenue from Vodacom’s

customers making and receiving calls while

abroad and revenue from international

customers roaming on Vodacom’s

networks. International airtime increased

13.6% to R1,043 million in the year ended

March 31, 2009 and 40.6% to


2008 primarily as a result of growth in the

customer base.

Other. Revenue from other sales and

services includes revenue from Vodacom’s

cell captive insurance vehicle, wireless

application services provider, or WASP,

revenue, site sharing rental income as well

as other revenue from non-core operations.

Vodacom’s other sales and services

revenue increased 302.0% to R615 million

in the 2009 financial year primarily due to

the acquisition of Gateway. Vodacom’s

other sales and services revenue increased


financial year primarily due to an increase

in inactivated starter packs which do not

contain an expiration date, but which are

recognised as income after a period of

36 months.

Mobile operating expenses

The following is a discussion of our mobile

segment’s operating expenses which

comprise our 50% share in Vodacom’s

operating expenses. Vodacom’s operating

expense line items are presented in

accordance with the line items reflected in

the Telkom Group’s consolidated operating

expenses which are different from the

operating expense line items contained in

Vodacom’s consolidated financial statements.

The following table shows our 50% share

of Vodacom’s operating expenses and the

percentage change for the periods

indicated.

Mobile operating expenses


2007 2008 2009 2008/2007 2009/2008


Employee expenses 1,186 1,488 1,804 25.5 21.2

Payments to other network operators 2,818 3,279 3,822 16.4 16.6

Selling, general and administrative expenses 8,777 10,271 12,553 17.0 22.2

Service fees 82 115 169 40.2 47.0

Operating leases 629 775 958 23.2 23.6

Depreciation, amortisation and impairments 1,693 1,970 2,398 16.4 21.7

Mobile operating expenses 15,185 17,898 21,704 17.9 21.3

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Group overview




The following table sets forth information related to our 50% share of Vodacom’s selling, general and administrative expenses for the

periods indicated.

Mobile selling, general and administrative expenses


2007 2008 2009 2008/2007 2009/2008


Selling, distribution and other 7,703 9,063 11,105 17.7 22.5

Marketing 573 632 762 10.3 20.6

Regulatory and licence fees 490 527 607 7.6 15.2

Bad debts 11 49 79 345.5 61.2

Selling, general and administrative expenses 8,777 10,271 12,553 17.0 22.2

The increase in mobile operating expenses

in the 2009 financial year was mainly due

to the increased cost of connecting prepaid

customers and retaining contract customers,

as well as increased network operational

expenditure due to the roll-out of additional

sites, coupled with increased inter-

connection rates in the DRC. The increase in

mobile operating expenses in the 2008

financial year was primarily due to

inflationary factors and growth in the

business, which led to increased selling,

general and administrative expenses to

support the expansion of 3G, growth in

Vodacom’s South African and African

operations and increased competition,

increased payments to other network

operators due to higher outgoing traffic and

the increased percentage of outgoing traffic

terminating on other mobile networks,

higher employee costs as a result of

increased headcount as well as increased

depreciation, amortisation and impairment.

Employee expenses. Employee expenses

consist mainly of salaries and wages of

employees as well as contributions to

employee pension, medical aid funds and

benefits and the deferred bonus incentive

scheme.

Vodacom’s employee expenses increased


primarily as a result of the increase in the

average number of employees and annual

salary increases, partially offset by lower

performance based remuneration.

Vodacom’s employee expenses increased


primarily as a result of a 9.5% increase in

headcount to support the expansion of

customer care operations, the strengthening

of senior management structures to support

the growth in ongoing operations and the

launch of Vodacom Business. Annual salary

increases and increased provisions for

other employee incentive schemes also

contributed to the increase in staff

expenses.

Total headcount in Vodacom’s South

African operations increased 12.4% to

5,451 employees as of March 31, 2009

and 2.6% to 4,849 employees as of

March 31, 2008 from 4,727 employees

as of March 31, 2007. Total headcount in

Vodacom’s other African countries

increased 17.3% to 2,336 employees as

of March 31, 2009 and 30.9% to 1,992

employees as of March 31, 2008 from

1,522 employees as of March 31, 2007.

Total headcount includes temporary

agency employees. Employees seconded

to other African countries are included in

the number of employees of other African

countries and excluded from Vodacom

South Africa’s number of employees.

Payments to other network operators.

Payments to other network operators consist

mainly of interconnection payments made

by Vodacom’s South African and other

African operations for terminating calls on

other operators’ networks. Vodacom’s

payments to other network operators

increased significantly in the years ended

March 31, 2009 and 2008 as a result of

increased outgoing traffic in line with

increased customer growth and the

increasing percentage of outgoing traffic

terminating on the other mobile networks

rather than Telkom’s fixed-line network as

the cost of terminating calls on other mobile

networks is higher than calls terminating on

Telkom’s fixed-line network. As the mobile

communications market continues to grow

in South Africa, Vodacom expects that

interconnection charges will continue to

increase and adversely impact Vodacom’s

profit margins.

Payments to other network operators in our

mobile segment included R231 million,

R234 million and R234 million in the years

ended March 31, 2009, 2008 and

2007, respectively, for interconnection fees

paid to our fixed-line segment, which were

eliminated from the Telkom Group’s

operating expenses on consolidation.


expenses. Selling, general and

administrative expenses include customer

acquisition and retention costs, packaging,

distribution, marketing, regulatory licence

fees, bad debts and various other general

administrative expenses, including

accommodation, information technology

costs, office administration, consultant

expenses, social economic investment and

insurance.



Vodacom’s selling, general and

administrative expenses increased in the

year ended March 31, 2009 primarily

due to an increase in selling, distribution

and other expenses and marketing

expenses to support the launch and

expansion of 3G, growth in Vodacom’s

South African and African operations and

competition. Vodacom’s selling, general

and administrative expenses increased in


due to an increase in selling, distribution

and other expenses, incentive costs,

regulatory and licence fees and marketing

expenses to support the launch and

expansion of 3G, growth in Vodacom’s

South African and African operations and

increased competition.

Selling, distribution and other expenses

include cost of goods sold, commissions,

customer acquisition and retention

expenses, distribution expenses and

insurance. The increase in selling,

distribution and other expenses in the


increased fuel and electricity costs,

competition and network operational

expenditure as a result of the roll-out of

additional sites. The increase in selling,

distribution and other expenses in the


increased customer connections,

competition, revenue, cost of equipment as

a result of increased handset sales and

maintenance of the GSM infrastructure and

billing systems as well as due to the

Vodafone global alliance fee.

The increase in marketing expenses in the

2009 financial year was mainly as a result

of promotion campaigns to counter

competition. The increase in marketing


mainly due to promoting new technologies,

including 3G and Vodafone live! and

further promoting the Vodacom brand in all

operations. The increases in regulatory and

licence fees during the reporting periods

were directly related to the increase in

operating revenues and corresponding

payments under Vodacom’s existing

licences. The increase in bad debts in the

2008 financial year resulted from a clean-

up of Smartphone debtors following the

increase in shareholding to 100%.

Service fees. Service fees include

consultancy services for technical,

administrative and managerial services,

audit fees, legal fees and communication

and information technology costs.

Operating leases. Operating leases

include payments in respect of rentals of

GSM transmission lines as well as office

accommodation, office equipment and

motor vehicles. Operating leases in our

mobile segment included R529 million,

R514 million and R453 million in the years

ended March 31, 2009, 2008 and

2007, respectively, for operating lease

payments to our fixed-line segment, which

were eliminated from the Telkom Group’s

operating expenses on consolidation.

Depreciation, amortisation and

impairments. Depreciation, amortisation

and impairments increased in the years

ended March 31, 2009 and 2008

primarily due to higher capital expenditure

as a result of the implementation and

expansion of 3G/HSDPA networks, the

weakening of the rand against the other

functional currencies of Vodacom and the

impairment of assets in Vodacom

Mozambique.

Multi-Links segment

Multi-Links operating revenue

Multi-Links operating revenue is derived

principally from fixed, mobile, data, long

distance and international communications

services throughout Nigeria, through our

wholly owned subsidiary, Multi-Links.


revenue for our Multi-Links segment for the

periods indicated.

Multi-Links operating revenue


2007 2008 2009 2008/2007 2009/2008


Multi-Links operating revenue – 845 1,900 – 124.9

The increase in Multi-Links revenue ismainly as a result of subscriber growth andan increase in domestic traffic volumes aswell as increased data revenue. Multi-Links,

which was acquired with effect from May1, 2007, contributed R845 million in the2008 financial year from its customers inthe Nigerian market since its acquisition.

Multi-Links operating expensesThe following table shows operatingexpenses for our Multi-Links segment brokendown by major expense categories and thepercentage change for the periods indicated.

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Group overview




Employee expenses increased by 223.1% in

the 2009 financial year primarily due to an

increase in the number of employees as well

as salary increases and bonus payments.

The 686.6% increase in selling, general

and administrative expenditure in the

2009 financial year primarily related to

increased cost of sales and associated

handset subsidies of R281 million as a

result of increased sales volumes,

increased advertising and promotional

expenditure and an increase in expatriates

fees as a result of an increase in staff

seconded from Telkom during the year.

The increases in service fees were mainly

as a result of increased security cost and

payments to consultants as a result of an

increase in operations during the year.

Operating leases increased 421.6% as a

result of an increase in the number of

leased base stations, warehouses and

office buildings as a result of the

expanding operations.

Depreciation, amortisation and impairments

increased 244.2% as a result of higher

capital expenditure incurred during the

year.

Other segment

Other operating revenue

Our other operating revenue is derived

principally from directory services, through

our Trudon Group, internet services outside

South Africa, through our Africa Online

subsidiary.


revenue for our other segment broken

down by major revenue streams and the

percentage change by major revenue

stream for the periods indicated.

Multi-Links operating expenses


2007 2008 2009 2008/2007 2009/2008


Employee expenses – 39 126 – 223.1

Payments to other operators – 624 652 – 4.5

Selling, general and administrative expenses – 142 1,117 – 686.6

Service fees – 14 38 – 171.4

Operating leases – 37 193 – 421.6

Depreciation, amortisation and impairments – 86 296 – 244.2

Other operating expenses – 942 2,422 – 157.1

Other operating revenue


2007 2008 2009 2008/2007 2009/2008


Trudon 865 930 1,020 7.5 9.7

Africa Online 8 110 194 n/a 76.4

Other operating revenue 873 1,040 1,214 19.1 16.7



The increase in other operating revenue

was mainly attributable to UUNET, Africa

Online’s 40% joint venture. Our other

operating revenue increased in the 2008

financial year primarily due the inclusion in

the current year of revenue generated by

our newly acquired subsidiary, Africa

Online. Africa Online, which was acquired

with effect from February 23, 2007,

increased the revenue contribution to the

group from R8 million during the 2007

financial year to R110 million during the

2008 financial year.

These additional revenue streams were

further supported by the continued growth

in advertising revenue from our subsidiary,

Trudon. Revenue from directory services

increased in the years ended March 31,

2009 and 2008 primarily due to annual

tariff increases and increased marketing

and online efforts, resulting in increased

spending on advertising by existing

customers and additional advertising

revenue from new customers.

Other operating expenses

The following table shows operating

expenses for our other segment broken

down by major expense categories and

the percentage change for the periods

indicated.



2007 2008 2009 2008/2007 2009/2008


Employee expense 158 193 220 22.2 14.0

Payments to other operators – 53 89 – 67.9

Selling, general and administrative expenses 310 335 404 8.1 20.6

Service fees 5 12 12 140.0 –

Operating leases 20 23 26 15.0 13.0

Depreciation, amortisation and impairments 19 32 50 68.4 56.3

Other operating expenses 512 648 801 26.6 23.6

Increases in other operating expenses inthe 2009 financial year were primarilydriven by increases in selling, general andadministrative expenses, payments to otheroperators, employee expenses anddepreciation, amortisation and impairments.Increases in other operating expenses inthe 2008 financial year were primarily

driven by increases in payments to otheroperators, employee expenses, depre-ciation, amortisation and impairments,operating leases and service fees. Theincrease in these operating expenses in the2008 financial year was primarily due tothe inclusion of operating expenses relatingto our newly acquired subsidiary, Africa

Online, which impacted all expensecategories.

The following table shows the contributionsto other operating expenses by each of thetwo subsidiaries contained in our othersegment and the percentage change forthe periods indicated.



2007 2008 2009 2008/2007 2009/2008


Trudon 504 530 593 5.2 11.9

Africa Online 8 118 208 1,375.0 76.3

Other operating expenses 512 648 801 210.7 23.6

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Group overview




Cash flows from operating activities

Our primary sources of liquidity are cash

flows from operating activities and

borrowings. We intend to fund our

expenses, indebtedness and working

capital requirements from cash generated

from our operations and from capital raised

in the markets. The increase in cash flows

from operating activities in the 2009

financial year is mainly due to a lower

dividend payment in respect of the 2008

financial year and lower taxation paid,

partially offset by higher finance charges

and a decrease in cash generated from

operations. The increase in cash flows from

operating activities in the 2008 financial

year is mainly due to lower taxation

payments as well as an increase in cash

generated from operations, partially offset

by higher dividends paid.

Cash flows from investing activities

Cash flows from investing activities relate

primarily to investments in our fixed-line

network, our other segment’s networks and

our 50% share of Vodacom’s investments in

its mobile networks in South Africa and

other African countries. The increase in

cash flows used in investing activities in the

2009 financial year was as a result of the

increased capital expenditure of Multi-Links

as well as the acquisition of Gateway by

Vodacom and the acquisition of the

remaining 25% share in Multi-Links. The

increase in cash flows used in investing

activities in the 2008 financial year was

mainly the result of R1,985 million cash

utilised for the purchase of Multi-Links and

increased equity investments in Smartphone,

increased capital expenditures in our fixed-

line, mobile and other segments and lower

proceeds on the disposal of investments,

partially offset by higher proceeds on the

disposal of property, plant and equipment

and intangibles.

Cash flows from financing activities

Cash flows from financing activities are

primarily a function of borrowing and share

buy-back activities.

In the 2009 financial year, loans raisedexceeded loans repaid and the increase innet financial assets. In the 2009 financialyear, cash flows from financing activitieswere primarily due to the issuance ofR11,025 million nominal value ofcommercial paper bills, the issue of thenew local bonds, the TL12 and TL15 witha nominal value of R1,060 million andR1,160 million, respectively, as well asentering into a syndicated loan agreementwith a nominal value of R4,100 million.This was partially offset by the repayment ofa term loan of R1,000 million, a bankfacility of R1,000 million, bridging financeof R1,600 million and maturing commercialpaper bills of R9,849 million nominal value.

In the 2008 financial year, loans raised

and the decrease in net financial assets

exceeded loans repaid, shares bought

back and cancelled and finance lease

obligation repaid. In the 2008 financial

year, cash flows from financing activities

were primarily due to the issuance of

R18,806 million nominal value of

Liquidity and capital resources

Group liquidity and capital resources

Cash flows

The following table shows information regarding our consolidated cash flows for the periods indicated.


2007 2008 2009 2008/2007 2009/2008


Cash flows from operating activities 9,356 10,603 11,432 13.3 7.8

Cash flows from investing activities (10,412) (14,106) (17,005) 35.5 20.6

Cash flows from financing activities (2,920) 2,943 7,093 200.8 141.0

Net (decrease)/increase in cash and cash

equivalents (3,976) (560) 1,520 85.9 371.4

Effect of foreign exchange rate differences 29 44 (30) 51.7 (168.2)

Net cash and cash equivalents at the beginning

of the year 4,255 308 (208) (92.8) (167.5)

Net cash and cash equivalents at the end of

the year 308 (208) 1,282 (167.5) 716.3



commercial paper bills, as well as entering

into call and term loans of R5,600 million

to fund the redemption of the TK01 bond

and other cash flows from investing

activities, including R1.6 billion of

additional bank borrowings and interest

bearing debt by Vodacom. This was

partially offset by the maturing commercial

paper debt of R15,773 million nominal

value, the repayment of the TK01 bond

with a nominal value of R4,680 million

and R1,647 million paid for the

repurchase of shares during the year.

In the 2007 financial year, loans and finance

leases repaid and shares repurchased and

cancelled exceeded loans raised and the

decrease in net financial assets, by

R2,920 million. In the 2007 financial year

cash flows used in financing activities

increased primarily due to the lower sale of

repurchase agreements and derivative

instruments that were sold in the 2006

financial year to fund dividends and tax

payments. On October 31, 2006, we

repaid the TL06 local bond having a nominal

value of R2,100 million and during the

2007 financial year, we repaid

R3,731 million in nominal value of

commercial paper bill debt. Commercial

paper bills having a nominal value of

R4,651 million were issued in the 2007

financial year.

Working capital

We had negative consolidated working

capital from continuing operations of

approximately R6.2 billion as of March 31,

2009, we had negative consolidated

working capital from total operations of

approximately R9.3 billion as of March 31,

2008 and approximately R8.2 billion as of

March 31, 2007. Negative working

capital arises when current liabilities are

greater than current assets. The increase in

the Company’s negative working capital in

the 2009 financial year was mainly as a

result of an increase in interest bearing debt

payable, partially offset by higher financial

assets in the form of repurchase agreements.

The increase in negative working capital in

the 2008 financial year was primarily due

to an increase in the current portion of

interest bearing debt due to the repayment

of the TK01 local bond with short-term debt

that was subsequently partially refinanced

by the TL12 and TL15 bonds after the year

end, a reduction in cash available due to

acquisition activities, increased capital

expenditure, increased dividends paid,

shares repurchased and an increase in trade

and other payables. Telkom is of the opinion

that the Telkom Group’s cash flows from

operations, together with proceeds from the

Vodacom transaction and the proceeds from

liquidity available under credit facilities and

in the capital markets, will be sufficient to

meet the Telkom Group’s present working

capital requirements for the 12 months

following the date of this annual report. We

intend to fund current liabilities through a

combination of operating cash flows and

with new borrowings and borrowings

available under existing credit facilities. We

had R6.2 billion available under existing

credit facilities as of March 31, 2009.

Capital expenditures and investments

The following table shows the Telkom

Group’s investments in property, plant and

equipment including intangible assets,

including our 50% share of Vodacom’s

investments, for the periods indicated.

Year ended March 31,2007 2008 2009 2008/2007 2009/2008


Group capital expenditureFixed-line 6,594 6,794 6,690 3.0 (1.5)

Baseline 3,409 4,039 3,343 18.5 (17.2)Revenue generating 159 57 30 (64.2) (47.4)Network evolution 784 1,092 1,373 39.3 25.7Sustainment 416 277 115 (33.4) (58.5)Effectiveness and efficiencies 1,141 841 603 (26.3) (28.3)Company support 497 451 790 (9.3) 75.2Regulatory 188 37 436 (80.3) 1,078.4

Mobile 3,608 3,460 3,569 (4.1) 3.2

Multi-Links – 1,312 2,791 – 112.7

Other 44 334 184 659.1 (44.9)

Total investment in property, plant andequipment and intangible assets 10,246 11,900 13,234 16.1 11.2

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Group overview






decreased by 1.5% to R6,690 million and

represents 19.9% of fixed-line revenue.

Baseline capital expenditure of


was largely for the deployment of

technologies to support the growing data

services business (including ADSL footprint),

links to the mobile cellular operators and


selected high growth commercial and

residential areas. The continued focus on

rehabilitating the access network and

increasing the efficiencies and

redundancies in the transport network as

well as the initiation of the fixed-wireless

roll-out contributed to the network evolution

and sustainment capital expenditure of

R1,488 million.

Telkom continues to focus on its operations

support system investment with current

emphasis on workforce management,

provisioning and fulfilment, assurance and

customer care, hardware technology

upgrades on the billing platform and

performance and service management and

property optimisation. During the year

ended March 31, 2009, R603 million

was spent on the implementation of several

systems.



increased 3.0% to R6,794 million in the

2008 financial year from R6,594 million

in the 2007 financial year and represented

20.9% of fixed-line revenue compared to


increase in baseline and revenue

generating capital expenditure to


from R3,568 million in the 2007 financial

year was largely for the deployment of

technologies to support the growing data

services business (including ADSL footprint),

links to the mobile cellular operators and


selected high growth residential areas.

During the year ended March 31, 2008,

R841 million was spent on the

implementation of systems compared to

R1,141 million in the 2007 financial year.

Mobile capital expenditure (50% of

Vodacom’s capital expenditure) increased

by 3.2% to R3,569 million in the 2009

financial year from R3,460 million in the

2008 financial year and represents 12.9%

of mobile revenue compared to 14.4% in

the 2008 financial year which was mainly

spent on the continued investment to

improve geographic coverage and

increase capacity for both the voice and

data networks in South Africa and to

expand coverage in Tanzania and

Mozambique.

Mobile capital expenditure, which includes

spending on intangible assets, increased

by 3.2% to R3,569 million and represents

12.9% of mobile revenue and was due to

the continued investment to improve

geographic coverage and increase

capacity for both the voice and data

networks. Mobile capital expenditure (50%

of Vodacom’s capital expenditure)

decreased by 4.1% to R3,460 million

in the 2008 financial year from


and represents 14.4% of mobile revenue

compared to 17.5% in the 2007 financial

year which was mainly spent on the

cellular network infrastructure consisting of

radio, switching and transmission network

infrastructure and computer software. The

decrease in capital expenditure in other

African countries was largely as a result of

decreased investment in Tanzania,

Democratic Republic of the Congo and

Mozambique offset by an increase in

investment in Lesotho.

Our consolidated capital expenditure in

property, plant and equipment for the

2010 financial year budgeted to be

approximately R7.9 billion, of which

approximately R7.0 billion is budgeted to

be spent in our fixed-line segment,

approximately R847 million is budgeted to

be spent in our Multi-Links segment, and

approximately R90 million is budgeted to

be spent in our other segment. Our capital

expenditures are continuously examined

and evaluated against the perceived

economic benefit and may be revised in

light of changing business conditions,

regulatory requirements, investment

opportunities and other business factors.



The following table sets forth our consolidated indebtedness including finance leases as of March 31, 2009

Nominal amount

Out- outstanding standing Maturing

Interest Interest as of as of Year ended March 31,payment rate/ March 31, March 31, After

dates coupon 2009 2009 2010 2011 2012 2013 2014 2014(in millions) (%) ZAR ZAR ZAR ZAR ZAR ZAR ZAR ZAR

TelkomBonds12.45% unsecured local bond due 29 Apr &April 29, 2012 (TL12)(1, 2) 29 Oct 12.45 1,059 1,060 – – – 1,060 – –11.90% unsecured local bond due 29 Apr & April 29, 2015 (TL15)(1, 3) 29 Oct 11.9 1,159 1,160 – – – – – 1,160 6% unsecured local bond due February 24, 2020 (TL20)(1, 4) 22 Feb 6 1,325 2,500 – – – – – 2,500 Zero coupon unsecured loan stock due September 30, 2010 (PP02)(5) – – 349 430 – 430 – – – –Zero coupon unsecured loan stock due June 15, 2010 (PP03)(6) – – 1,131 1,350 – 1,350 - – – –Commercial paper – 11.44 5,476 5,559 5,559 – – – – –Syndicated loans due December 17, 2011 and 2013(7) 11.46 4,083 4,100 – – 820 – 3,280 –Term loans Various 9.67 2,000 2,000 2,000 – – – – –Bank facilitiesR394 million uncommitted overdraft facility with ABSA Bank Limited, repayable on demand, and a R1 billion unsecured committed facility, repayable on 364 days Mutually Not Not notice – agreed utilised utilised – – – – – –R1 billion unsecured committed facility with The Standard Bank of South Africa Limited, repayable within 365 days of Mutually Not Not drawdown – agreed utilised utilised – – – – – –R1 billion unsecured committed facility with FirstRand Bank Limited, repayable Mutually Not Not on 364 days notice – agreed utilised utilised – – – – – –$35 million unsecured short-term loan facility with Calyon Corporate and Mutually Not Not Investment Bank, repayable on demand – agreed utilised utilised – – – – – –R1 billion uncommitted short term facility with Sumitomo Mitsui Banking Corporation, Mutually Not Not repayable on demand – agreed utilised utilised – – – – – –R500 million call loan facility with iNkotha Investments Limited, repayable Mutually Not Not on demand – agreed utilised utilised – – – – – –R1 billion loan agreement with Old Mutual Specialised Finance Mutually Not Not (Proprietary) Limited, repayable on demand agreed utilised utilised – – – – – –Various bank loans8 – Various 138 138 – 20 13 9 0 96 Bank overdraft and other short-term debt – 106 106 106 – – – –

13.43% – Finance leases(9) n/a 37.78% 984 984 35 231 – – – 718

Total Telkom 17,810 19,387 7,700 2,031 833 1,069 3,280 4,474

Management review


Performance review


CompanyFinancial

Information

Group overview




Nominal amount

Out- outstanding standing Maturing

Interest Interest as of as of Year ended March 31,payment rate/ March 31, March 31, After

dates coupon 2009 2009 2010 2011 2012 2013 2014 2014(in millions) (%) ZAR ZAR ZAR ZAR ZAR ZAR ZAR ZAR

OtherTrudon (Pty) LtdVarious finance leases – Various 2 2 1 1 – – – –

Telkom Media (Pty) LtdVarious loans – 13% 9 9 – 5 2 2 – –

Multi-Links Telecommunications LimitedNaira 1,100 million Commercial paper – 18.5% 70 70 70 – – –$18 million Export Development Bank LIBORof Canada funding – + 1.25% 157 157 35 – – 122 – –$41.6 million Huawei Vendor Financing LIBOR Facility funding – + 2% 323 323 – – 323 – – –

Africa Online LimitedVarious loans – Various 11 11 4 7 – – – –Bank overdrafts and other short-term debt – 20 20 20 – – – – –

Total other 592 592 130 13 325 124 – –

Grand total 18,402 19,979 7,830 2,044 1,158 1,193 3,280 4,474

1. Listed on the Bond Exchange of South Africa.2. The TL12 was issued on April 29, 2009 at a yield to maturity of 12.47% and listed on the Bond Exchange of South Africa. 3. The TL15 was issued on April 29, 2009 at a yield to maturity of 11.91% and listed on the Bond Exchange of South Africa. 4. 2,500 of these bonds were issued on February 22, 2000 at a yield to maturity of 15.00%. The TL20 bond was listed on the Bond Exchange of South Africa with effect of April 1,

2005.5. Issued on February 25, 2000. Original amount issued was R430 million. The yield to maturity of this instrument issued by Telkom is 14.37%. 6. Issued on June 15, 2000. Original amount issued was R1,350 million. The yield to maturity of this instrument is 15.175%. 7. Agreement effective from December 17, 2008 for three and five years.8. R138 million of Telkom's indebtedness outstanding as of March 31, 2009 was guaranteed by the government of South Africa. Euro loans converted at the spot rate.9. Secured by land and buildings.


economic conditionscontributed to adifficult year

Consolidated financial statementsDirectors’ responsibility statement 137Certificate from Group Company Secretary 137Report of independent auditors 138Directors’ report 140Consolidated income statement 142Consolidated balance sheet 143Consolidated statement of changes in equity 144Consolidated cash flow statement 145Notes to the consolidated annual financial statements 146

Management review


Performance review


CompanyFinancial

Information

Group overview 1

2

3

4

5

6

Telkom fins (group) NEW 8/12/09 6:28 PM Page 135


The directors are responsible for the preparation of the annual financial

statements of the Company and the Group. The directors are also

responsible for maintaining a sound system of internal controls to

safeguard shareholders’ investments and the Group’s assets.

In presenting the accompanying financial statements, International

Financial Reporting Standards as issued by the International

Accounting Standards Board have been followed and applicable

accounting policies have been used incorporating prudent judgements

and estimates.

The external auditors are responsible for independently auditing and

reporting on the annual financial statements.

In order for the directors to discharge their responsibilities,

management continues to develop and maintain a system of internal

controls aimed at reducing the risk of error or loss in a cost-effective

manner. The internal controls include a risk-based system of internal

auditing and administrative controls designed to provide reasonable

but not absolute assurance that assets are safeguarded and that

transactions are executed and recorded in accordance with generally

accepted business practices and the Group’s policies and procedures.

The directors, primarily through the audit and risk committee, which

consists of non-executive directors, meet periodically with the external

and internal auditors, as well as executive management to evaluate

matters concerning accounting policies, internal controls, auditing and

financial reporting.

The directors are of the opinion, based on the information and

explanations given by management and internal audit, that the internal

accounting controls are adequate, so that the financial records may be

relied on for preparing the financial statements and maintaining

accountability for assets and liabilities. The directors are satisfied that

the Company and the Group have adequate resources to continue in

operational existence for the foreseeable future. Accordingly, Telkom

SA Limited continues to adopt the going concern basis in preparing the

annual financial statements.

Against this background, the directors of the Company accept

responsibility for the annual financial statements, which were approved

by the Board of directors on 10 July 2009 and are signed on their

behalf by:

Shirley Lue Arnold

Chairman

Reuben September

Chief Executive Officer

Peter Nelson

Chief Financial Officer

Pretoria

Directors’ responsibility statement

I hereby certify that in accordance with section 268G(d) of the Companies Act, 1973, as amended, the Company has lodged with the Registrar

of Companies all such returns as are required of a public company in terms of this Act and that all such returns are, to the best of my knowledge

and belief, true, correct and up to date.

Mmathoto Lephadi

Group Company Secretary

Pretoria

10 July 2009

Certificate from Group Company Secretary



To the members of Telkom SA Limited

The directors have pleasure in submitting the annual financial

statements of the Company and the Group for the year ended

March 31, 2009.

NATURE OF BUSINESSTelkom is a leading integrated communications service provider in

South Africa and on the African continent.

FINANCIAL RESULTSEarnings attributable to equity holders of Telkom for the year ended

March 31, 2009 were R4,170 million (2008: R7,975 million)

representing basic earnings per share from continuing operations of

407.4 cents (2008: 963.7 cents). Full details of the financial position

and results of the Group are set out in the accompanying Company

and Group financial statements.

DIVIDENDSThe following dividend was declared in respect of the year ended

March 31, 2009:

• Ordinary dividend number 14 of 115 cents per share (2008:

660 cents);

• Special dividend of 260 cents per share (2008: nil cents).

The level of dividend payments will be based upon a number of

factors, including the consideration of financial results, capital and

operating expenditure requirements, the Group’s debt level, interest

coverage, internal cash flows, prospects and available growth

opportunities.

SUBSIDIARIESParticulars of the significant subsidiaries of the Group are set out in

notes 42 and 43 of the accompanying Group financial statements.

The attributable interest of the Group in the after taxation earnings from

continuing operations of its subsidiaries for the year ended March 31,

2009 were:

2008 2009

Rm Rm

Aggregate amount of loss after taxation (102) (2,142)

SHARE CAPITALDetails of the authorised, issued and unissued share capital of the

Company as at March 31, 2009 are contained in note 22 and

note 20 of the accompanying Group and Company financial

statements respectively.

SHARE REPURCHASEShareholders approved a special resolution granting a general

authority for the repurchase of shares by the Company at its annual

general meeting of September 15, 2008. The Company repurchased

286 ordinary shares at a value of R30,425 (including costs) during the

year under review. These shares have been cancelled as issued share

capital and restored as authorised but unissued share capital.

BORROWING POWERSIn terms of the Company’s articles of association, Telkom has unlimited

borrowing powers subject to the restrictive financial covenants of the

TL20 bond and Syndicated loans.

CAPITAL EXPENDITURE AND COMMITMENTSDetails of the Company’s capital expenditure on property, plant and

equipment as well as intangibles are set out in notes 9 and 10 of the

accompanying financial statements, while details of the Company’s

capital commitments are set out in note 34.

Details of the Group’s capital expenditure on property, plant and

equipment as well as intangibles are set out in notes 11 and 12 of the

accompanying financial statements, while details of the Group’s

capital commitments are set out in note 38.

EVENTS SUBSEQUENT TO BALANCE SHEET DATEEvents subsequent to the balance sheet date are set out in note 45 of

the accompanying Group financial statements and note 39 of the

Company financial statements.

DIRECTORATEThe following changes occurred in the composition of the Board from

April 1, 2008 to date of this report.

Appointments

B Molefe July 3, 2008

PG Joubert August 12, 2008

DD Barber September 1, 2008

PG Nelson December 8, 2008

Resignations

MJ Lamberti June 3, 2008

AG Rhoda July 3, 2008

Directors’ report



The Board of Directors at date of this report are as follows:

ST Arnold (Chairman)

RJ September (Chief Executive Officer)

PG Nelson (Chief Financial Officer)

DD Barber

B du Plessis

RJ Huntley

PG Joubert

VB Lawrence

PCS Luthuli

KST Matthews

B Molefe

E Spio-Garbrah

Details of each director may be found on pages 28 and 29 in the

Management review section.

DIRECTORS’ INTERESTSAt the date of this report, none of Telkom’s directors other than

Mr RJ September, Mr PG Nelson, Mr PG Joubert and Mr DD Barber,

held any direct and indirect, beneficial and non-beneficial interests in

the share capital of the Company. Mr RJ September directly held

90,815 and indirectly held 1,820 ordinary shares, Mr. PG Nelson

directly held 19,182 ordinary shares, Mr PG Joubert indirectly held

15,000 ordinary shares and Mr DD Barber indirectly held

1,200 ordinary shares in the capital of Telkom.

Details of the Company Secretary’s business address and the

Company’s registered office are set out on the inside back cover.

Directors’ report (continued)



Restated* Restated* Audited

2007 2008 2009

Notes Rm Rm Rm

Total revenue 3.1 32,919 34,084 36,433

Operating revenue 3.2 32,441 33,611 35,940

Other income 4 338 472 343

Operating expenses 23,028 25,014 29,895

Employee expenses 5.1 7,254 7,629 8,345

Payments to other operators 5.2 5,005 6,098 6,919

Selling, general and administrative expenses 5.3 4,184 4,045 5,772

Service fees 5.4 2,209 2,437 2,756

Operating leases 5.5 775 671 823

Depreciation, amortisation, impairment and write-offs 5.6 3,601 4,134 5,280


Investment income 6 199 168 181

Finance charges and fair value movements 7 857 1,556 2,843

Interest 1,142 1,543 1,732

Foreign exchange and fair value movement (gain)/loss (285) 13 1,111

Profit before taxation 9,093 7,681 3,726

Taxation 8 2,803 2,647 1,660

Profit from continuing operations 6,290 5,034 2,066

Profit for the year from discontinued operations 9 2,559 3,138 2,181

Profit for the year 8,849 8,172 4,247

Attributable to:

Equity holders of Telkom 8,646 7,975 4,170

Minority interest 203 197 77

8,849 8,172 4,247

Total operations

Basic earnings per share (cents) 10 1,681.0 1,565.0 832.8

Diluted earnings per share (cents) 10 1,676.3 1,546.9 819.6

Dividend per share (cents) 10 900.0 1,100.0 660.0

Continuing operations

Basic earnings per share (cents) 10 1,204.7 963.7 407.4

Diluted earnings per share (cents) 10 1,201.3 952.6 401.0

* The amounts have been restated for the effect of the discontinued operation and disposal groups held for sale as disclosed in note 9.

Consolidated income statementfor the three years ended March 31, 2009



2007 2008 2009Notes Rm Rm Rm

ASSETSNon-current assets 48,770 57,763 51,010

Property, plant and equipment 11 41,254 46,815 41,418 Intangible assets 12 5,111 8,468 7,232 Investments 14 1,384 1,448 1,383 Deferred expenses 15 270 221 55 Finance lease receivables 16 158 206 166 Deferred taxation 17 593 605 756

Current assets 10,376 12,609 11,287

Short-term investments 14 77 51 –Inventories 18 1,093 1,287 1,974 Income taxation receivable 34 520 9 91 Current portion of deferred expenses 15 287 362 –Current portion of finance lease receivables 16 88 166 109 Trade and other receivables 19 7,303 8,986 5,980 Other financial assets 20 259 614 1,202 Cash and cash equivalents 21 749 1,134 1,931

Assets of disposal groups classified as held for sale 9 – – 23,482

Total assets 59,146 70,372 85,779

EQUITY AND LIABILITIESEquity attributable to equity holders of Telkom 31,724 32,815 36,253

Share capital 22 5,329 5,208 5,208 Treasury share reserve 23 (1,774) (1,638) (1,517)Share-based compensation reserve 24 257 643 1,076 Non-distributable reserves 25 1,413 1,292 1,758 Retained earnings 26 26,499 27,310 28,852 Reserves of disposal groups classified as held for sale 9 – – 876

Minority interest 27 284 522 853

Total equity 32,008 33,337 37,106

Non-current liabilities 8,554 15,104 15,348

Interest-bearing debt 28 4,338 9,403 10,653 Other financial liabilities 20 36 919 –Provisions 29 1,443 1,675 1,875 Deferred revenue 15 1,021 1,128 997 Deferred taxation 17 1,716 1,979 1,823

Current liabilities 18,584 21,931 17,452

Trade and other payables 31 7,237 8,771 5,538 Shareholders for dividend 35 15 20 23 Current portion of interest-bearing debt 28 6,026 6,330 7,622 Current portion of provisions 29 2,095 2,181 2,150 Current portion of deferred revenue 15 1,983 2,593 1,714 Income taxation payable 34 594 323 50 Other financial liabilities 20 193 371 228 Credit facilities utilised 21 441 1,342 127

Liabilities of disposal groups classified as held for sale 9 – – 15,873

Total liabilities 27,138 37,035 48,673

Total equity and liabilities 59,146 70,372 85,779

Consolidated balance sheetat March 31, 2009



Attributable to equity holders of Telkom

Share-based Discon-

Treasury compen- Non-distri- tinuedShare Share share sation butable Retained opera- Minority Total

capital premium reserve reserve reserves earnings tions Total interest equityRm Rm Rm Rm Rm Rm Rm Rm Rm Rm

Balance at April 1, 2006 5,449 1,342 (1,809) 151 1,128 22,904 – 29,165 301 29,466 Total income and expense for the year 46 8,646 – 8,692 217 8,909 Profit for the year – 8,646 – 8,646 203 8,849 Foreign currency translation reserve (net of taxation of R4 million) (refer to note 25) 46 – – 46 14 60 Dividend declared (refer to note 35) – (4,678) – (4,678) (166) (4,844) Transfer to non-distributable reserves (refer to note 25) 239 (239) – – – –Shares vested and re-issued (refer to note 24) 35 (35) – – – – – –Increase in share-based compensation reserve (refer to note 24) – 141 – – – 141 – 141 Acquisition of subsidiaries and minorities (refer to note 36) – – – – – – (68) (68) Shares bought back and cancelled (refer to note 22) (120) (1,342) – – – (134) – (1,596) (1,596)

Balance at March 31, 2007 5,329 – (1,774) 257 1,413 26,499 – 31,724 284 32,008 Total income and expense for the year 529 7,975 – 8,504 226 8,730 Profit for the year – 7,975 – 7,975 197 8,172 Revaluation of available-for-sale investment (net of taxation of R1 million) 8 – – 8 – 8 Foreign currency translation reserve (net of taxation of R6 million) (refer to note 25) 521 – – 521 29 550 Dividend declared (refer to note 35) – (5,627) – (5,627) (65) (5,692) Transfer to non-distributable reserves (refer to note 25) 11 (11) – – – –Increase in share-based compensation reserve (refer to note 24) 522 – – – 522 – 522 Shares vested and re-issued (refer to note 24) 136 (136) – – – – – –Acquisition of subsidiaries and minorities (refer to note 36) – – – – – – 77 77 Shares bought back and cancelled (refer to note 22) (121) – – – (1,526) – (1,647) – (1,647) Minority put option – – – – (661) – – (661) – (661)

Balance at March 31, 2008 5,208 – (1,638) 643 1,292 27,310 – 32,815 522 33,337 Discontinued operations (4) – 4 – – –Total income and expense for the year (181) 4,171 181 4,171 93 4,264 Profit for the year – 4,171 – 4,171 77 4,248 Revaluation of available-for-sale investment (net of taxation of R1 million) – – (8) (8) – (8) Foreign currency translation reserve (net of taxation of R6 million) (refer to note 25) (181) – 189 8 16 24 Dividend declared (refer to note 35) – (3,306) – (3,306) (33) (3,339) Transfer to non-distributable reserves (refer to note 25) (10) 10 – – – –Increase in share-based compensation reserve (refer to note 24) 554 – – – 554 – 554 Shares vested and re-issued (refer to note 24) 121 (121) – – – – – –Acquisition of subsidiaries and minorities – – – 667 – 667 – 667 Shares bought back and cancelled (refer to note 22) – – – – – – – –Minority put option – – 661 – – 661 – 661 Broad-based black economic empowerment transaction in Vodacom – – – – 691 691 271 962

Balance at March 31, 2009 5,208 – (1,517) 1,076 1,758 28,852 876 36,253 853 37,106

Consolidated statement of changes in equityfor the three years ended March 31, 2009



2007 2008 2009Notes Rm Rm Rm

Cash flows from operating activities 9,356 10,603 11,432

Cash receipts from customers 50,979 55,627 61,302

Cash paid to suppliers and employees (30,459) (34,371) (40,908)

Cash generated from operations 32 20,520 21,256 20,394

Interest received 422 433 485

Dividends received 6 3 – –

Finance charges paid 33 (1,115) (1,077) (2,164)

Taxation paid 34 (5,690) (4,277) (3,947)

Cash generated from operations before dividend paid 14,140 16,335 14,768

Dividend paid 35 (4,784) (5,732) (3,336)

Cash flows from investing activities (10,412) (14,106) (17,005)

Proceeds on disposal of property, plant and equipment and

intangible assets 54 169 43

Proceeds on disposal of investments 77 8 –

Additions to property, plant and equipment and intangible assets (10,037) (11,657) (13,191)

Acquisition of subsidiaries and minority interest (445) (2,462) (3,778)

Additions to other investments (61) (164) (79)

Cash flows from financing activities (2,920) 2,943 7,093

Loans raised 5,624 23,877 18,168

Loans repaid (6,922) (19,315) (10,212)

Shares bought back and cancelled (1,596) (1,647) –

Finance lease obligation repaid (37) (61) (136)

Decrease/(increase) in net financial assets 11 89 (727)

Net (decrease)/increase in cash and cash equivalents (3,976) (560) 1,520

Net cash and cash equivalents at beginning of the year 4,255 308 (208)

Effect of foreign exchange rate differences 29 44 (30)

Net cash and cash equivalents at end of the year 21 308 (208) 1,282

Consolidated cash flow statementfor the three years ended March 31, 2009



1. CORPORATE INFORMATIONTelkom SA Limited (Telkom) is a company incorporated and

domiciled in the Republic of South Africa (South Africa)

whose shares are publicly traded. The main objective of Telkom,

its subsidiaries and joint ventures (the Group) is to supply

telecommunication, broadcasting, multimedia, technology,

information and other related information technology services to

the general public, as well as mobile communication services

through the Vodacom Group (Proprietary) Limited (Vodacom) in

South Africa and certain other African countries. The principal

activities of the Group include:

• fixed-line subscription and connection services to post-paid,

prepaid and private payphone customers using PSTN

(‘Public Switched Telephone Network’) lines, including ISDN

(‘Integrated Services Digital Network’) lines, and the sale of

subscription based value-added voice services and customer

premises equipment rental and sales;

• fixed-line traffic services to post-paid, prepaid and payphone

customers, including local, long distance, fixed-to-mobile,

international outgoing and international voice-over-internet

protocol traffic services;

• interconnection services, including terminating and transiting

traffic from South African mobile operators, as well as from

international operators and transiting traffic from mobile to

international destinations;

• fixed-line data and internet services, including domestic and

international data transmission services, such as point-to-point

leased lines, ADSL (Asymmetrical Digital Subscriber Line)

services, packet-based services, managed data networking

services and internet access and related information

technology services;

• e-commerce, including internet access service provider,

application provider, hosting, data storage, e-mail and

security services;

• W-CDMA (Wideband Code Division Multiple Access), a

3G next generation network, including fixed voice services,

data services and nomadic voice services; and

• other services including directory services, through Trudon

(Proprietary) Limited (formerly trading as TDS Directory

Operations (Proprietary) Limited), wireless data services,

through Swiftnet (Proprietary) Limited, television media

services, through Telkom Media Group, internet services

outside South Africa, through Africa Online Limited and

information, communication and telecommunication

operating services in Nigeria, through Multi-Links

Telecommunications Limited.

Mobile communications services, wireless data services and

television media services through Vodacom, Swiftnet and Telkom

Media Group respectively have been classified as disposal

groups held for sale and discontinued operations.

2. SIGNIFICANT ACCOUNTING POLICIESBasis of preparation

The consolidated annual financial statements comply with

the International Financial Reporting Standards (IFRS) of the

International Accounting Standards Board (IASB) and the

Companies Act of South Africa, 1973.

The financial statements are prepared on the historical cost

basis, with the exception of certain financial instruments which

are measured at fair value and share-based payments which are

measured at grant date fair value.

Details of the Group’s significant accounting policies are set out

below, and are consistent with those applied in the previous

financial year except for the following:

The Group has adopted certain amendments to IAS39 and

IFRS7, and adopted IFRIC12 and IFRIC14 which are

applicable for annual periods on or after January 1, 2008.

The principal effects of these changes are discussed below.

Adoption of amendments to standards and new

interpretation

IAS39 Financial Instruments: Recognition and Measurement

and IFRS7 Financial Instruments: Disclosures –

Reclassification of Financial Assets (amended)

The amendments, which are effective on or after July 1, 2008,

permit an entity to reclassify non-derivative financial assets (other

than those designated at fair value through profit or loss by the

entity upon initial recognition) out of the fair value through profit

or loss category in particular circumstances. The amendments

also permit an entity to transfer from the available-for-sale

category to the loans and receivables category a financial asset

that would have met the definition of loans and receivables

(if the financial asset had not been designated as available-for-

sale), if the entity has the intention and ability to hold that

financial asset for the foreseeable future. The amendments do

not have an impact on the consolidated annual financial

statements.

IFRIC12 Service Concession Arrangements

The interpretation, which is effective for annual periods

beginning on or after January 1, 2008, sets out general

principles on recognising and measuring the obligations and

related rights in service concession arrangements from an

operator’s perspective. The interpretation does not have an

impact on the consolidated annual financial statements.

Notes to the consolidated annual financial statementsfor the three years ended March 31, 2009



2. SIGNIFICANT ACCOUNTING POLICIES (continued)Adoption of amendments to standards and new

interpretation (continued)

IFRIC14 The Limit on a Defined Benefit Asset, MinimumFunding Requirements and their InteractionThe interpretation, which is effective for annual periods

beginning on or after January 1, 2008, provides guidance on

assessing the limit in IAS19 on the amount of the surplus that can

be recognised as an asset. It also explains how the pension

asset or liability may be affected by a statutory or contractual

minimum funding requirement. The interpretation does not have

any impact on the consolidated annual financial statements, as

the Group is not subject to minimum funding requirements.

Significant accounting judgements, estimates and

assumptions

The preparation of financial statements requires the use of

estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the financial statements and the reported

amounts of revenue and expenses during the reporting periods.

Although these estimates and assumptions are based on

management’s best knowledge of current events and actions that

the Group may undertake in the future, actual results may

ultimately differ from those estimates and assumptions.

The presentation of the results of operations, financial position

and cash flows in the financial statements of the Group is

dependent upon and sensitive to the accounting policies,

assumptions and estimates that are used as a basis for the

preparation of these financial statements. Management has

made certain judgements in the process of applying the Group’s

accounting policies. These, together with the key estimates and

assumptions concerning the future, and other key sources of

estimation uncertainty at the balance sheet date, are as follows:

Revenue recognitionTo reflect the substance of each transaction, revenue recognition

criteria are applied to each separately identifiable component

of a transaction as disclosed in note 3. In order to account for

multiple-element revenue arrangements in developing its

accounting policies, the Group considered the guidance

contained in the United States Financial Accounting Standards

Board (’FASB’) Emerging Issues Task Force No 00-21 Revenue

Arrangements with Multiple Deliverables. Judgement is required

to separate those revenue arrangements that contain the delivery

of bundled products or services into individual units of

accounting, each with its own earnings process, when the

delivered item has stand-alone value and the undelivered item

has fair value. Further judgement is required to determine the

relative fair values of each separate unit of accounting to be

allocated to the total arrangement consideration. Changes in

the relative fair values could affect the allocation of arrangement

consideration between the various revenue streams.

Judgement is also required to determine the expected customer

relationship period. Any changes in these assessments may

have a significant impact on revenue and deferred revenue.

Property, plant and equipment and intangible assets

The useful lives of assets are based on management’s

estimation. Management considers the impact of changes in

technology, customer service requirements, availability of

capital funding and required return on assets and equity to

determine the optimum useful life expectation for each of the

individual categories of property, plant and equipment and

intangible assets. Due to the rapid technological advancement

in the telecommunications industry as well as Telkom’s plan to

migrate to a next generation network over the next few years,

the estimation of useful lives could differ significantly on an

annual basis due to unexpected changes in the roll-out strategy.

The impact of the change in the expected useful life of property,

plant and equipment is described more fully in note 5.6.

The estimation of residual values of assets is also based on

management’s judgement whether the assets will be sold

or used to the end of their useful lives and what their condition

will be like at that time.

For intangible assets that incorporate both a tangible and an

intangible portion, management uses judgement to assess which

element is more significant to determine whether it should be

treated as property, plant and equipment or intangible assets.

Asset retirement obligations

Management judgement is exercised when determining whether

an asset retirement obligation exists, and in determining the

present value of expected future cash flows and discount rate

when the obligation to dismantle or restore the site arises, as

well as the estimated useful life of the related asset.

Impairments of property, plant and equipment and

intangible assets

Management is required to make judgements concerning

the cause, timing and amount of impairment as indicated on

notes 11 and 12. In the identification of impairment indicators,

management considers the impact of changes in current

competitive conditions, cost of capital, availability of funding,

technological obsolescence, discontinuance of services and

other circumstances that could indicate that an impairment

exists. The Group applies the impairment assessment to its

separate cash-generating units. This requires management to

make significant judgements concerning the existence of

impairment indicators, identification of separate cash-generating

units, remaining useful lives of assets and estimates of projected

Notes to the consolidated annual financial statements (continued)

for the three years ended March 31, 2009



2. SIGNIFICANT ACCOUNTING POLICIES (continued)Significant accounting judgements, estimates and

assumptions (continued)Impairments of property, plant and equipment andintangible assets (continued)cash flows and fair value less costs to sell. Managementjudgement is also required when assessing whether a previouslyrecognised impairment loss should be reversed.

Where impairment indicators exist, the determination ofthe recoverable amount of a cash-generating unit requiresmanagement to make assumptions to determine the fair valueless costs to sell and value in use. Key assumptions on whichmanagement has based its determination of fair value less coststo sell include the existence of binding sale agreements, and forthe determination of value in use include the weighted averagecost of capital, projected revenues, gross margins, averagerevenue per customer, capital expenditure, expected customerbases and market share. The judgements, assumptions andmethodologies used can have a material impact on the fairvalue and ultimately the amount of any impairment.

Impairment of other financial assetsAt each balance sheet date management assesses whetherthere are indicators of impairment of financial assets, includingequity investments. If such evidence exists, the estimated presentvalue of the future cash flows of that asset is determined.Management judgement is required when determining theexpected future cash flows. To determine whether any decline infair value in available-for-sale investments is significant orprolonged, reliance is placed on an assessment bymanagement. In measuring impairments, quoted market pricesare used, if available, or projected business plan informationfrom the investee is used for those financial assets not carried atfair value.

Impairment of receivablesAn impairment is recognised on trade receivables that areassessed to be impaired (refer to notes 13 and 19). Theimpairment is based on an assessment of the extent to whichcustomers have defaulted on payments already due and anassessment on their ability to make payments based on theircredit worthiness and historical write-offs experience. Should theassumptions regarding the financial condition of the customerchange, actual write-offs could differ significantly from theimpaired amount.

Leases The determination of whether an arrangement is, or contains alease is based on whether, at the date of inception, the fulfilmentof the arrangement is dependent on the use of a specific assetor assets or the arrangement conveys a right to use the asset asset out in notes 16 and 38.

Leases in which a significant portion of the risks and rewards of

ownership are retained by the lessor are classified as operating

leases. Payments made under operating leases (net of any

incentives received from the lessor) are charged to the income

statement on a straight-line basis over the period of the lease.

A lease is classified as a finance lease if it transfers substantially

all the risks and rewards incidental to ownership.

Deferred taxation asset

Management judgement is exercised when determining the

probability of future taxable profits which will determine whether

deferred taxation assets should be recognised or derecognised.

The realisation of deferred taxation assets will depend on

whether it is possible to generate sufficient taxable income,

taking into account any legal restrictions on the length and

nature of the taxation asset. When deciding whether to

recognise unutilised taxation credits, management needs to

determine the extent that the future obligation is likely to be

available for set-off. In the event that the assessment of the future

obligation and future utilisation changes, the change in the

recognised deferred taxation asset must be recognised in profit

or loss.

Taxation

The taxation rules and regulations in South Africa as well as the

other African countries within which the Group operates are

highly complex and subject to interpretation. Additionally, for

the foreseeable future, management expects South African

taxation laws to further develop through changes in South

Africa’s existing taxation structure as well as clarification of the

existing taxation laws through published interpretations and the

resolution of actual taxation cases. Refer to notes 8 and 17.

Management has made a judgement that all outstanding

taxation credits relating to secondary taxation on companies

(STC) will be available for utilisation before the taxation regime

from STC to withholding taxation change is effective.

The growth of the Group, following its geographical expansion

into other African countries over the past few years, has made

the estimation and judgement required in recognising and

measuring deferred taxation balances more challenging. The

resolution of taxation issues is not always within the control of

the Group and it is often dependent on the efficiency of the

legal processes in the relevant taxation jurisdictions in which

the Group operates. Issues can, and often do, take many years

to resolve. Payments in respect of taxation liabilities for an

accounting period result from payments on account and on the

final resolution of open items. As a result there can be substantial

differences between the taxation charge in the consolidated

income statement and the current taxation payments.






assumptions (continued)

Taxation (continued)Group entities are regularly subject to evaluation, by the relevanttaxation authorities, of their historical taxation filings and inconnection with such reviews, disputes can arise with the taxationauthorities over the interpretation or application of certain taxationrules to the business of the relevant Group entities. These disputesmay not necessarily be resolved in a manner that is favourable forthe Group. Additionally the resolution of the disputes could result inan obligation for the Group that exceeds management’s estimate.The Group has historically filed, and continues to file, all requiredincome taxation returns. Management believes that the principlesapplied in determining the Group’s taxation obligations areconsistent with the principles and interpretations of the relevantcountries’ taxation laws.

Deferred taxation rateManagement makes judgements on the taxation rate applicablebased on the Group’s expectations at balance sheet date onhow the asset is expected to be recovered or the liability isexpected to be settled.

Employee benefitsThe Group provides defined benefit plans for certain post-employment benefits. The Group’s net obligation in respect ofdefined benefits is calculated separately for each plan byestimating the amount of future benefits earned in return forservices rendered. The obligation and assets related to each ofthe post-retirement benefits are determined through an actuarialvaluation. The actuarial valuation relies heavily on assumptionsas disclosed in note 30. The assumptions determined bymanagement make use of information obtained from theGroup’s employment agreements with staff and pensioners,market related returns on similar investments, market relateddiscount rates and other available information. The assumptionsconcerning the expected return on assets and expected changein liabilities are determined on a uniform basis, consideringlong-term historical returns and future estimates of returns andmedical inflation expectations. In the event that further changesin assumptions are required, the future amounts of post-employment benefits may be affected materially.

The discount rate reflects the average timing of the estimateddefined benefit payments. The discount rate is based on long-term South African government bonds with the longest maturityperiod as reported by the Bond Exchange of South Africa.The discount rate is expected to follow the trend of inflation.

The overall expected rate of return on assets is determinedbased on the market prices prevailing at that date, applicableto the period over which the obligation is to be settled.

Telkom provides equity compensation in the form of the TelkomConditional Share Plan to its employees. The related expenseand reserve are determined through an actuarial valuationwhich relies heavily on assumptions. The assumptions includeemployee turnover percentages and whether specifiedperformance criteria will be met. Changes to these assumptionscould affect the amount of expense ultimately recognised in thefinancial statements. An actuarial valuation relies heavily on theactual plan experience assumptions as disclosed in note 30.

Provisions and contingent liabilitiesManagement judgement is required when recognising andmeasuring provisions and when measuring contingent liabilities asset out in notes 29 and 39 respectively. The probability that anoutflow of economic resources will be required to settle theobligation must be assessed and a reliable estimate must be madeof the amount of the obligation. Provisions are discounted wherethe effect of discounting is material based on management’sjudgement. The discount rate used is the rate that reflects currentmarket assessments of the time value of money and, whereappropriate, the risks specific to the liability, all of which requiresmanagement judgement. The Group is required to recogniseprovisions for claims arising from litigation when the occurrence ofthe claim is probable and the amount of the loss can be reasonablyestimated. Liabilities provided for legal matters require judgementsregarding projected outcomes and ranges of losses based onhistorical experience and recommendations of legal counsel.Litigation is however unpredictable and actual costs incurred coulddiffer materially from those estimated at the balance sheet date.

Held-to-maturity financial assetsManagement has reviewed the Group’s held-to-maturityfinancial assets in the light of its capital management andliquidity requirements and has confirmed the Group’s positiveintention and ability to hold those assets to maturity.

Summary of significant accounting policiesBasis of consolidationThe consolidated financial statements incorporate the financialstatements of Telkom and entities (including special purposeentities) controlled by Telkom, its subsidiaries, as well as its jointventures and associates. Control is achieved where Telkom hasthe power to govern the financial and operating policies of aninvestee entity so as to obtain benefits from its activities. Jointventures are those enterprises over which the Group exercisesjoint control in terms of a contractual agreement. Joint venturesare proportionately consolidated. Associates are those entitiesover which the Group has significant influence and that areneither subsidiaries nor joint ventures. Associates are equityaccounted. Significant influence exists when the Group has thepower to participate in the financial and operating policydecisions of these entities, but does not have control or jointcontrol over those policies.





2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)

Basis of consolidation (continued)

The results of subsidiaries acquired or disposed of during the

year are included in the income statement from the effective date

of acquisition and up to the effective date of disposal, as

appropriate.

Where necessary, adjustments are made to the financial

statements of subsidiaries, joint ventures and associates to bring

the accounting policies used in line with those used by the

Group.

Inter-company transactions, balances and unrealised gains on

transactions between Group companies are eliminated.

Unrealised profit or losses are also eliminated.

The Group applies a policy of treating transactions with minority

interests as transactions with parties external to the Group.

Disposals to minority interests result in gains and losses for the

Group and are recorded in the income statement. Acquisition of

minority interests results in goodwill, being the difference

between any consideration paid and the relevant share

acquired of the carrying value of net assets of the subsidiary.

Business combinations

The purchase method of accounting is used to account for the

acquisition of subsidiaries by the Group. The cost of an

acquisition is measured as the fair value of the assets given,

equity instruments issued and liabilities incurred or assumed at

the date of exchange, plus costs directly attributable to the

acquisition. Identifiable assets acquired and liabilities and

contingent liabilities assumed in a business combination are

measured initially at their fair values at the acquisition date,

irrespective of the extent of any minority interest. The excess

of the cost of acquisition over the fair value of the Group’s share

of the identifiable net assets acquired is recorded as goodwill.

If the cost of acquisition is less than the fair value of the net

assets of the subsidiary acquired, the difference is recognised

directly in the income statement.

Operating revenue

The Group provides fixed-line communication services, mobile

communication services and other services. Other includes

data services, directory services and communication related

products. The Group provides such services to business,

residential, payphone and mobile customers. Revenue

represents the fair value of fixed or determinable consideration

that has been received or is receivable.

Revenue for services is measured at amounts invoiced to

customers and excludes Value Added Taxation.

Revenue is recognised when there is evidence of an

arrangement, collectability is reasonably assured, and the

delivery of the product or service has occurred. In certain

circumstances revenue is split into separately identifiable

components and recognised when the related components are

delivered in order to reflect the substance of the transaction.

The value of components is determined using verifiable

objective evidence. The Group does not provide customers with

the right to a refund.

Fixed-line and other

Subscriptions, connections and other usage

The Group provides telephone and data communication

services under post-paid and prepaid payment arrangements.

Revenue includes fees for installation and activation, which are

deferred over the expected customer relationship period. Costs

incurred on first time installations that form an integral part of

the network are capitalised and depreciated over the expected

average customer relationship period. All other installation and

activation costs are expensed as incurred.

Post-paid and prepaid service arrangements include

subscription fees, typically monthly fees, which are recognised

over the subscription period.

Revenue related to sale of communication equipment, products

and value-added services is recognised upon delivery and

acceptance of the product or service by the customer.

Traffic (domestic, fixed-to-mobile and international)

PrepaidPrepaid traffic service revenue collected in advance is deferred

and recognised based on actual usage or upon expiration of

the usage period, whichever comes first. The terms and

conditions of certain prepaid products allow the carry over of

unused minutes. Revenue related to the carry over of unused

minutes is deferred until usage or expiration.

PayphonesPayphone service coin revenue is recognised when the service

is provided.

Payphone service card revenue collected in advance is deferred

and recognised based on actual usage or upon expiration of

the usage period, whichever comes first.

Post-paidRevenue related to local, long distance, network-to-network,

roaming and international call connection services is recognised

when the call is placed or the connection provided.

Interconnection

Interconnection revenue for call termination, call transit, and

network usage is recognised as the traffic flow occurs.






Fixed-line and other (continued)

Data

The Group provides data communication services under post-

paid and prepaid payment arrangements. Revenue includes fees

for installation and activation, which are deferred over the

expected average customer relationship period. Costs incurred

on first time installations that form an integral part of the network

are capitalised and depreciated over the life of the expected

average customer relationship period. All other installation and

activation costs are expensed as incurred. Post-paid and prepaid

service arrangements include subscription fees, typically monthly

fees, which are recognised over the subscription period.

Directory services

Included in other are directory services. Revenue is recognised

when printed directories are released for distribution, as the

significant risks and rewards of ownership have been transferred

to the buyer. Electronic directories’ revenue is recognised on a

monthly basis, as earned.

Sundry revenue

Sundry revenue is recognised when the economic benefit flows

to the Group and the earnings process is complete.

Dealer incentives

Telkom provides incentives to its retail payphone card distributors

as trade discounts. Incentives are based on sales volume and

value. Revenue for retail payphone cards is recorded as traffic

revenue, net of these discounts as the cards are used.

Mobile

The Vodacom Group invoices its independent service providers

for the revenue billed by them on behalf of the Group. The

Group, within its contractual arrangements with its agents, pays

them administrative fees. The Group receives in cash, the net

amount equal to the gross revenue earned less the administrative

fees payable to the agents.

Contract products

Contract products that may include deliverables such as a

handset and 24-month service are defined as arrangements

with multiple deliverables. The arrangement consideration is

allocated to each deliverable, based on the fair value of each

deliverable on a stand-alone basis as a percentage of the

aggregated fair value of the individual deliverables. Revenue

allocated to the identified deliverables in each revenue

arrangement and the cost applicable to these identified

deliverables are recognised based on the same recognition

criteria of the individual deliverable at the time the product or

service is delivered.

Vodacom revenue from the handset is recognised when the

product is delivered limited to the amount of cash received.

Monthly service revenue received from the customer is recognised

in the period in which the service is delivered. Airtime revenue is

recognised on the usage basis. The terms and conditions of the

bundled airtime products, where applicable, allow the carry over

of unused airtime. The unused airtime is deferred in full. Deferred

revenue related to unused airtime is recognised when utilised by

the customer. Upon termination of the customer contract, all

deferred revenue for unused airtime is recognised in revenue.

Prepaid products

Prepaid products that may include deliverables such as a SIM-

card and airtime are defined as arrangements with multiple

deliverables. The arrangement consideration is allocated to

each deliverable, based on the fair value of each deliverable

on a stand-alone basis as a percentage of the aggregated fair

value of the individual deliverables. Revenue allocated to the

identified deliverables in each revenue arrangement and the

cost applicable to these identified deliverables are recognised

based on the same recognition criteria of the individual

deliverable at the time the product or service is delivered.

• Revenue from the SIM-card representing activation fees is

recognised over the average useful life of a prepaid customer.

• Airtime revenue is recognised on the usage basis. Unused

airtime is deferred in full.

• Deferred revenue related to unused airtime is recognised

when utilised by the customer. Upon termination of the

customer relationship, all deferred revenue for unused airtime

is recognised in revenue.

Upon purchase of an airtime voucher the customer receives the

right to make outgoing voice and data calls to the value of the

airtime voucher. Revenue is recognised as the customer utilises

the voucher.

Deferred revenue and costs related to unactivated starter packs

which do not contain any expiry date, are recognised in the

period when the probability of these starter packs being

activated by a customer becomes remote. In this regard the

Group applies a period of 36 months before these revenue and

costs are released to the consolidated income statement.

Data

Revenue, net of discounts, from data services is recognised

when the Group has performed the related service and

depending on the nature of the service, is recognised either at

the gross amounts billed to the customer or the amount

receivable by the Group as commission for facilitating the

service.





2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)Mobile (continued)Equipment salesAll equipment sales are recognised only when delivery andacceptance has taken place. Equipment sales to third partyservice providers are recognised when delivery is accepted.No rights of return exist on sales to third party service providers.

Mobile number portabilityRevenue transactions from mobile number portability areaccounted for in terms of current business rules and revenuerecognition policies above.

Interest on debtors’ accountsInterest is raised on overdue accounts on an effective interestrate method and recognised in the income statement.

MarketingMarketing costs are recognised as an expense when incurred.

IncentivesIncentives paid to service providers and dealers for productsdelivered to the customer are expensed as incurred. Incentivespaid to service providers and dealers for services delivered areexpensed in the period that the related revenue is recognised.

Distribution incentives paid to service providers and dealers forexclusivity are deferred and expensed over the contractualrelationship period.

Investment incomeDividends from investments are recognised on the date that theGroup is entitled to the dividend. Interest is recognised on a timeproportionate basis taking into account the principal amountoutstanding and the effective interest rate.

TaxationCurrent taxationThe charge for current taxation is based on the results for the yearand is adjusted for non-taxable income and non-deductibleexpenditure. Current taxation is measured at the amount expectedto be paid to the taxation authorities, using taxation rates andlaws that have been enacted or substantively enacted by thebalance sheet date.

Deferred taxationDeferred taxation is accounted for using the balance sheetliability method on all temporary differences at the balancesheet date between the taxation bases of assets and liabilitiesand their carrying amounts for financial reporting purposes.

Deferred taxation is not provided on the initial recognition ofassets or liabilities which is not a business combination and at thetime of the transaction affects neither accounting nor taxable profitor loss.

A deferred taxation asset is recognised to the extent that it is

probable that future taxable profits will be available against

which the associated unused taxation losses, unused taxation

credits and deductible temporary differences can be utilised.

The carrying amount of deferred taxation assets is reviewed at

each balance sheet date and is reduced to the extent that it is

no longer probable that the related taxation benefit will be

realised. In respect of deductible temporary differences

associated with investments in subsidiaries, associates and

interest in joint ventures, deferred income taxation assets are

recognised only to the extent that it is probable that temporary

differences will reverse in the foreseeable future and taxable

profit will be available against which temporary differences can

be utilised.

Deferred taxation relating to items recognised directly in equity

is recognised in equity and not in the income statement.

Deferred taxation assets and liabilities are measured at the

taxation rates that are expected to apply to the period when the

asset is realised or the liability is settled, based on taxation rates

(and taxation laws) that have been enacted or substantively

enacted by the balance sheet date. Deferred taxation assets and

liabilities are not discounted.

Deferred taxation assets and deferred taxation liabilities are

offset, if a legally enforceable right exists to set off current

taxation assets against current taxation liabilities and the

deferred taxes relate to the same taxable entity and the same

taxation authority.

Exchange differences arising from the translation of foreign

deferred taxation assets and liabilities of foreign entities where

the functional currency is different to the local currency, are

classified as a deferred taxation expense or income.

Secondary taxation on companies

Secondary taxation on companies (STC) is provided for at a

rate of 10% (12.5% before October 1, 2007) on the amount

by which dividends declared by the Group exceeds dividends

received. Deferred taxation on unutilised STC credits is

recognised to the extent that STC payable on future dividend

payments is likely to be available for set-off.






Property, plant and equipment

At initial recognition acquired property, plant and equipment

are recognised at their purchase price, including import duties

and non-refundable purchase taxes, after deducting trade

discounts and rebates. The recognised cost includes any directly

attributable costs for preparing the asset for its intended use.

The cost of an item of property, plant and equipment is

recognised as an asset if it is probable that the future economic

benefits associated with the item will flow to the Group and the

cost of the item can be measured reliably.

Property, plant and equipment is stated at historical cost less

accumulated depreciation and any accumulated impairment

losses. Each component of an item of property, plant and

equipment with a cost that is significant in relation to the total

cost of the item is depreciated separately. Depreciation is

charged from the date the asset is available for use on a

straight-line basis over the estimated useful life and ceases at the

earlier of the date that the asset is classified as held for sale and

the date the asset is derecognised. Idle assets continue to attract

depreciation.

The estimated useful life of individual assets and the

depreciation method thereof are reviewed on an annual basis

at balance sheet date. The depreciable amount is determined

after taking into account the residual value of the asset. The

residual value is the estimated amount that the Group would

currently obtain from the disposal of the asset, after deducting

the estimated cost of disposal, if the asset were already of the

age and in the condition expected at the end of its useful life.

The residual values of assets are reviewed on an annual basis

at balance sheet date.

Assets under construction represents freehold buildings, integral

operating software, network and support equipment and

includes all direct expenditure as well as related borrowing

costs capitalised, but excludes the costs of abnormal amounts of

waste material, labour or other resources incurred in the

production of self-constructed assets.

Freehold land is stated at cost and is not depreciated. Amounts

paid by the Group on improvements to assets which are held in

terms of operating lease agreements are depreciated on a

straight-line basis over the shorter of the remaining useful life of

the applicable asset or the remainder of the lease period.

Where it is reasonably certain that the lease agreement will be

renewed, the lease period equals the period of the initial

agreement plus the renewal periods.

The estimated useful lives assigned to groups of property, plant

and equipment are:

Years

Freehold buildings 15 to 50

Leasehold buildings 7 to 50

Network equipment

Cables 20 to 40

Switching equipment 2 to 25

Transmission equipment 3 to 18

Other 1 to 20

Support equipment 3 to 13

Furniture and office equipment 2 to 25

Data processing equipment and software 3 to 10

Other 2 to 20

An item of property, plant and equipment is derecognised upon

disposal or when no future economic benefits are expected from

its use or disposal. Any gain or loss arising on derecognition of

the asset (calculated as the difference between the net disposal

proceeds and the carrying amount of the asset) is included in

the income statement in the year the asset is derecognised.

Assets held under finance leases are depreciated over their

expected useful lives on the same basis as owned assets or,

where shorter, the term of the relevant lease if there is no

reasonable certainty that the Group will obtain ownership by the

end of the lease term.

Intangible assets

Goodwill

Goodwill arising on the acquisition of a subsidiary is

recognised as an asset at the date that control is acquired (the

acquisition date). Goodwill is measured as the excess of the

sum of the consideration transferred, the amount of any minority

interest in the acquiree and the fair value of the acquirer’s

previously-held equity interest (if any) in the entity over the net fair

value of the identifiable net assets recognised.

If, after reassessment, the Group’s interest in the net fair value of

the acquiree’s identifiable net assets exceeds the sum of the

consideration transferred, the amount of any minority interest in

the acquiree and the fair value of the acquirer’s previously-held

equity interest (if any), the excess is recognised immediately in

profit or loss as a bargain purchase gain.

Goodwill is not amortised, but is reviewed for impairment at

least annually. Any impairment loss is recognised immediately in

profit or loss and is not subsequently reversed.

On disposal of a subsidiary, the attributable amount of goodwill

is included in the determination of the profit or loss on disposal.





2. SIGNIFICANT ACCOUNTING POLICIES (continued)Intangible assets (continued)

Licences, software, trademarks, copyrights and other

At initial recognition acquired intangible assets are recognised

at their purchase price, including import duties and non-

refundable purchase taxes, after deducting trade discounts and

rebates. The recognised cost includes any directly attributable

costs for preparing the asset for its intended use. Internally

generated intangible assets are recognised at cost comprising

all directly attributable costs necessary to create and prepare

the asset to be capable of operating in the manner intended by

management. Licences, software, trademarks, copyrights and

other intangible assets are carried at cost less accumulated

amortisation and any accumulated impairment losses.

Amortisation commences when the intangible assets are

available for their intended use and is recognised on a straight-

line basis over the assets’ expected useful lives. Amortisation

ceases at the earlier of the date that the asset is classified as

held for sale and the date that the asset is derecognised.

The residual value of intangible assets is the estimated amount that

the Group would currently obtain from the disposal of the asset,

after deducting the estimated cost of disposal, if the asset were

already of the age and in the condition expected at the end of its

useful life. Due to the nature of the asset the residual value is

assumed to be zero unless there is a commitment by a third party

to purchase the asset at the end of its useful life or when there is an

active market that is likely to exist at the end of the asset’s useful life,

which can be used to estimate the residual values. The residual

values of intangible assets, amortisation methods and their useful

lives are reviewed on an annual basis at balance sheet date.

Intangible assets with indefinite useful lives and intangible assets

not yet available for use are tested for impairment annually

either individually or at the cash-generating unit level. Such

intangible assets are not amortised. The useful life of an

intangible asset with an indefinite life is reviewed annually to

determine whether indefinite life assessment continues to be

supportable. If not, the change in the useful life assessment from

indefinite to finite is made on a prospective basis.

Assets under construction represents application and other non-

integral software and includes all direct expenditure as well as

related borrowing costs capitalised, but excludes the costs of

abnormal amounts of waste material, labour or other resources

incurred in the production of self-constructed assets.

Intangible assets are derecognised when they have been

disposed of or when the asset is permanently withdrawn from

use and no future economic benefit is expected from its

disposal. Any gains or losses on the retirement or disposal of

assets are recognised in the income statement in the year in

which they arise.

The expected useful lives assigned to intangible assets are:

Years

Licences 5 to 30

Software 2 to 10

Trademarks, copyrights and other 1 to 15

Asset retirement obligationsAsset retirement obligations related to property, plant andequipment and intangible assets are recognised at the presentvalue of expected future cash flows when the obligation todismantle or restore the site arises. The increase in the relatedasset’s carrying value is depreciated over its estimated usefullife. The unwinding of the discount is included in financecharges and fair value movements. Changes in themeasurement of an existing liability that result from changes inthe estimated timing or amount of the outflow of resourcesrequired to settle the liability, or a change in the discount rateare accounted for as increases or decreases to the original costof the recognised assets. If the amount deducted exceeds thecarrying amount of the asset, the excess is recognisedimmediately in profit or loss.

Non-current assets held for saleNon-current assets and disposal groups are classified as heldfor sale if their carrying amount will be recovered through a saletransaction rather than through continuing use. This condition isregarded as met only when the sale is highly probable and theasset (or disposal group) is available for immediate sale in itspresent condition. Management must be committed to the sale,which should be expected to qualify for recognition as acomplete sale within one year from the date of classification andmarketed at a reasonable value. Assets are no longerdepreciated when they are classified into the category.

If a non-current asset or disposal group is classified as held forsale, but the criteria for classification as held for sale are nolonger met, the disclosure of such non-current asset or disposalgroup as held for sale is ceased. Where the disposal groupwas also classified as a discontinued operation, the subsequentclassification as held for use also requires that the discontinuedoperation be included in continuing operations.

Non-current assets (and disposal groups) classified as held forsale are measured at the lower of the assets’ previous carryingamount and fair value less cost to sell.






Impairment of property, plant and equipment and

intangible assets

The Group regularly reviews its non-financial assets and cash-

generating units for any indication of impairment. When

indicators, including changes in technology, market, economic,

legal and operating environments occur and could result in

changes of the asset’s or cash-generating unit’s estimated

recoverable amount, an impairment test is performed.

The recoverable amount of assets or cash-generating units is

measured using the higher of the fair value less costs to sell and

its value in use, which is the present value of projected cash

flows covering the remaining useful lives of the assets.

Impairment losses are recognised when the asset’s carrying

value exceeds its estimated recoverable amount. Where

applicable, the recoverable amount is determined for the cash-

generating unit to which the asset belongs.

Previously recognised impairment losses, other than goodwill, are

reviewed annually for any indication that it may no longer exist or

may have decreased. If any such indication exists, the recoverable

amount of the asset is estimated. Such impairment losses are

reversed through the income statement if the recoverable amount

has increased as a result of a change in the estimates used to

determine the recoverable amount, but not to an amount higher

than the carrying amount that would have been determined (net of

depreciation or amortisation) had no impairment loss been

recognised in prior years. Impairment on goodwill is not reversed.

Repairs and maintenance

The Group expenses all costs associated with repairs and

maintenance, unless it is probable that such costs would result in

increased future economic benefits flowing to the Group, and

the costs can be reliably measured.

Borrowing costs

Financing costs directly associated with the acquisition or

construction of assets that require more than three months to

complete and place in service are capitalised at interest rates

relating to loans specifically raised for that purpose, or at the

weighted average borrowing rate where the general pool of

Group borrowings was utilised. Other borrowing costs are

expensed as incurred.

Deferred revenue and expenses

Activation revenue and costs are recognised in accordance with

the principles contained in Emerging Issues Task Force Issue

No 00-21, Revenue Arrangements with Multiple Deliverables

(EITF 00-21), issued in the United States. This results in activation

revenue and costs up to the amount of the deferred revenue

being deferred and recognised systematically over the expected

duration of the customer relationship because it is considered to

be part of the customers’ ongoing rights to telecommunication

services and the operator’s continuing involvement. Any excess

of the costs over revenues is expensed immediately.

Inventories

Installation material, maintenance and network equipment

inventories are stated at the lower of cost, determined on a

weighted average basis, or estimated net realisable value.

Merchandise inventories are stated at the lower of cost,

determined on a first-in first-out (FIFO) basis, or estimated net

realisable value. Write-down of inventories arises when, for

example, goods are damaged or when net realisable value is

lower than carrying value.

Financial instruments

Recognition and initial measurement

All financial instruments are initially recognised at fair value, plus,

in the case of financial assets and liabilities not at fair value through

profit or loss, transaction costs that are directly attributable to the

acquisition or issue. Financial instruments are recognised when the

Group becomes a party to their contractual arrangements. All

regular way transactions are accounted for on settlement date.

Regular way purchases or sales are purchases or sales of financial

assets that require delivery of assets within the period generally

established by regulation or convention in the marketplace.

Subsequent measurement

Subsequent to initial recognition, the Group classifies financial

assets as ’at fair value through profit or loss’, ’held-to-maturity

investments’, ’loans and receivables’, or ’available-for-sale’.

Financial liabilities are classified ’at fair value through profit or

loss’ or ’other financial liabilities’. The measurement of each is

set out below and presented in a table in note 13.

The fair value of financial assets and liabilities that are actively

traded in financial markets is determined by reference to quoted

market prices at the close of business on the balance sheet date.

Where there is no active market, fair value is determined using

valuation techniques such as discounted cash flow analysis.

Financial assets at fair value through profit or loss

The Group classifies financial assets that are held for trading in the

category ’financial assets at fair value through profit or loss’.

Financial assets are classified as held for trading if they are

acquired for the purpose of selling in the future. Derivatives not

designated as hedges are also classified as held for trading. On

remeasurement to fair value the gains or losses on held for trading

financial assets are recognised in net finance charges and fair

value movements for the year.





2. SIGNIFICANT ACCOUNTING POLICIES (continued)Financial instruments (continued)Financial assets at fair value through profit or loss(continued)Gains and losses arising from changes in the fair value of the’financial assets at fair value through profit or loss’ category arepresented in the income statement within ’finance charges andfair value movements’ in the period which they arise.

Held-to-maturity financial assetsThe Group classifies non-derivative financial assets with fixed ordeterminable payments and fixed maturity dates as held-to-maturity when the Group has the positive intention and ability tohold to maturity. These assets are subsequently measured atamortised cost. Amortised cost is computed as the amountinitially recognised minus principal repayments, plus or minusthe cumulative amortisation using the effective interest ratemethod. This calculation includes all fees paid or receivedbetween parties to the contract. For investments carried atamortised cost, gains and losses are recognised in net profit orloss when the investments are sold or impaired.

Loans and receivablesLoans and receivables are non-derivative financial assets withfixed or determinable payments that are not quoted in an activemarket. Such assets are carried at amortised cost using theeffective interest rate method. Trade receivables aresubsequently measured at the original invoice amount where theeffect of discounting is not material.

Available-for-sale financial assetsAvailable-for-sale financial assets are those non-derivative assetsthat are designated as available-for-sale, or are not classified inany of the three preceding categories. Equity instruments are alltreated as available-for-sale financial instruments. After initialrecognition, available-for-sale financial assets are measured atfair value, with gains and losses being recognised as aseparate component of equity, net of taxation. Dividend incomeis recognised in the income statement as part of other incomewhen the Group’s right to receive payment is established.

Changes in the fair value of monetary items denominated in aforeign currency and classified as available-for-sale areanalysed between translation differences resulting from changesin amortised cost of the security and other changes in carryingamount of the item. The translation differences on monetaryitems are recognised in profit or loss, while translationdifferences on non-monetary securities are recognised in equity.Changes in the fair value of monetary and non-monetary itemsclassified as available-for-sale are recognised directly in equity.When an investment is derecognised or determined to beimpaired, the cumulative gain or loss previously recorded inequity is recognised in profit or loss.

Financial liabilities at fair value through profit or loss

Financial liabilities are classified as ‘at fair value through profit

or loss’ (FVTPL) where the financial liability is held for trading.

A financial liability is classified as held for trading:

• if it is acquired for the purpose of settling in the near term; or

• if it is a derivative that is not designated and effective as a

hedging instrument.

Financial liabilities at a FVTPL are stated at fair value, with any

resultant gains or losses recognised in profit or loss. The net

gain or loss recognised in profit or loss incorporates any interest

paid on the financial liability.

Other financial liabilities

Other financial liabilities are subsequently measured at

amortised cost using the effective interest rate method, with

interest expense recognised in finance charges and fair value

movements, on an effective interest rate basis.

The effective interest rate is the rate that accurately discounts

estimated future cash payments through the expected life of the

financial liability or, where appropriate, a shorter period.

Financial guarantee contracts

Financial guarantee contracts are subsequently measured at the

higher of the amount determined in accordance with IAS37

Provisions, Contingent Liabilities and Contingent Assets or the

amount initially recognised less, when appropriate, cumulative

amortisation, recognised in accordance with IAS18 Revenue.

Cash and cash equivalents

Cash and cash equivalents are measured at amortised cost. This

comprises cash on hand, deposits held on call and term

deposits with an initial maturity of less than three months when

entered into.

For the purpose of the cash flow statement, cash and cash

equivalents consist of cash and cash equivalents defined above,

net of credit facilities utilised.

Capital and money market transactions

New bonds and commercial paper bills issued are subsequently

measured at amortised cost using the effective interest rate

method.

Bonds issued where Telkom is a buyer and seller of last resort

are carried at fair value. The Group does not actively trade in

bonds.





2. SIGNIFICANT ACCOUNTING POLICIES (continued)Financial instruments (continued)DerecognitionA financial instrument or a portion of a financial instrument will

be derecognised and a gain or loss recognised when the

Group’s contractual rights expire, financial assets are transferred

or financial liabilities are extinguished. On derecognition of a

financial asset or liability, the difference between the

consideration and the carrying amount on the settlement date is

included in finance charges and fair value movements for the

year. For available-for-sale assets, the fair value adjustment

relating to prior revaluations of assets is transferred from equity

and recognised in finance charges and fair value movements for

the year.

Bonds and commercial paper bills are derecognised when the

obligation specified in the contract is discharged. The difference

between the carrying value of the bond and the amount paid to

extinguish the obligation is included in finance charges and fair


Impairment of financial assetsAt each balance sheet date an assessment is made of whether

there are any indicators of impairment of a financial asset or

a group of financial assets based on observable data about

one or more loss events that occurred after the initial recognition

of the asset or the group of assets. For loans and receivables

carried at amortised costs, if there is objective evidence that an

impairment loss has been incurred, the amount of the loss is

measured at the difference between the asset’s carrying amount

and the present value of estimated future cashflows. The

carrying amount of the assets is reduced through the use of an

allowance account and the amount of the loss is recognised in

the income statement. In the case of equity securities classified

as available-for-sale, a significant or prolonged decline in the

fair value of the security below its cost is considered as an

indicator that the securities are impaired.

If any such evidence exists for available-for-sale assets, the

cumulative loss – measured as the difference between the

acquisition cost and the current fair value, less any impairment

loss on that financial asset previously recognised in profit or loss

– is removed from equity and recognised in the income

statement. Impairment losses recognised in the income statement

on equity instruments are not reversed through the income

statement. The recoverable amount of financial assets carried at

amortised cost is calculated as the present value of expected

future cash flows discounted at the original effective interest rate

of the asset.

If, in a subsequent period, the amount of the impairment loss for

financial assets decreases and the decrease can be related

objectively to an event occurring after the impairment was

recognised, the previously recognised impairment loss is

reversed except for those financial assets classified as available-

for-sale and carried at cost that are not reversed. Any

subsequent reversal of an impairment loss is recognised in the

income statement, to the extent that the carrying value of the

asset does not exceed its amortised cost at the reversal date.

Reversals in respect of equity instruments classified as available-

for-sale are not recognised in profit or loss. Reversals of

impairment losses on debt instruments classified as available-for-

sale are reversed through the income statement, if the increase

in fair value of the instrument is objectively related to an event

occurring after the impairment loss was recognised through the

income statement.

Remeasurement of embedded derivatives

The Group assesses whether an embedded derivative is

required to be separated from the host contract and accounted

for as a derivative when it first becomes party to the contract.

The Group reassesses the contract when there is a change in the

terms of the contract which significantly modifies the cash flows

that would otherwise be required under the contract.

Financial instruments: Disclosures

The Group groups its financial instruments into classes of similar

instruments and where disclosure is required, it discloses them

by class. It also discloses information about the nature and

extent of risks arising from its financial instruments as indicated

in note 13.

Foreign currencies

Each entity within the Group determines its functional currency.

The Group’s presentation currency is the South African rand

(ZAR).

Transactions denominated in foreign currencies are measured at

the rate of exchange at transaction date. Monetary items

denominated in foreign currencies are remeasured at the rate of

exchange at settlement date or balance sheet date, whichever

occurs first. Exchange differences on the settlement or translation

of monetary assets and liabilities are included in finance

charges and fair value movements in the period in which they

arise. Non-monetary items that are measured in terms of

historical cost in a foreign country are translated using the

exchange rates as at the dates of the initial transactions. Non-

monetary items measured at fair value in a foreign currency are

translated using the exchange rates at the date when the fair

value is determined.





2. SIGNIFICANT ACCOUNTING POLICIES (continued)Foreign currencies (continued)The annual financial statements of foreign operations aretranslated into South African rand, the Group’s presentationcurrency, for incorporation into the consolidated annualfinancial statements. Assets and liabilities are translated at theforeign exchange rates ruling at the balance sheet date.Income, expenditure and cash flow items are measured at theactual foreign exchange rate or average foreign exchange ratesfor the period. All resulting unrealised exchange differences areclassified as equity. On disposal, the cumulative amounts ofunrealised exchange differences that have been deferred arerecognised in the consolidated income statement as part of thegain or loss on disposal.

All gains and losses on the translation of equity loans to foreignoperations that are intended to be permanent, whether they aredenominated in one of the entities’ functional currencies or in athird currency, are recognised in equity.

Goodwill and intangible assets arising on the acquisition of aforeign operation are treated as assets of the foreign operationand translated at the foreign exchange rates ruling at balancesheet date.

Treasury sharesWhere the Group acquires, or in substance acquires, Telkomshares, such shares are measured at cost and disclosed as areduction of equity. No gain or loss is recognised in profit or losson the purchase, sale, issue or cancellation of the Group’s ownequity instruments. Such shares are not remeasured for changesin fair value.

Where the Group chooses or is required to buy equity instrumentsfrom another party to satisfy its obligations to its employees underthe share-based payment arrangement by delivery of its ownshares, the transaction is accounted for as equity-settled. Thisapplies regardless of whether the employees’ rights to the equityinstruments were granted by the Group itself or by its shareholdersor was settled by the Group itself or its shareholders.

LeasesA lease is classified as a finance lease if it transfers substantiallyall the risks and rewards incidental to ownership. All otherleases are classified as operating leases.

Where the Group enters into a service agreement as a supplier ora customer that depends on the use of a specific asset, and conveysthe right to control the use of the specific asset, the arrangement isassessed to determine whether it contains a lease. Once it has beenconcluded that an arrangement contains a lease, it is assessedagainst the criteria in IAS17 to determine if the arrangement shouldbe recognised as a finance lease or operating lease.

The land and buildings elements of a lease of land and

buildings are considered separately for the purposes of lease

classification unless it is impracticable to do so.

Lessee

Operating lease payments are recognised in the income

statement on a straight-line basis over the lease term.

Assets acquired in terms of finance leases are capitalised at the

lower of fair value or the present value of the minimum lease

payments at inception of the lease and depreciated over the

lesser of the useful life of the asset or the lease term. The capital

element of future obligations under the leases is included as a

liability in the balance sheet. Lease finance costs are amortised

in the income statement over the lease term using the interest rate

implicit in the lease. Where a sale and leaseback transaction

results in a finance lease, any excess of sale proceeds over the

carrying amount is deferred and recognised in the income

statement over the term of the lease.

Lessor

Operating lease revenue is recognised in the income statement

on a straight-line basis over the lease term.

Assets held under a finance lease are recognised in the balance

sheet and presented as a receivable at an amount equal to the

net investment in the lease. The recognition of finance income is

based on a pattern reflecting a constant periodic rate of return

on the net investment in the finance lease.

Employee benefits

Post-employment benefits

The Group provides defined benefit and defined contribution

plans for the benefit of employees. These plans are funded by

the employees and the Group, taking into account

recommendations of the independent actuaries. The post-

retirement telephone rebate liability is unfunded.

Defined contribution plans

The Group’s funding of the defined contribution plans is charged

to employee expenses in the same year as the related service is

provided.

Defined benefit plans

The Group provides defined benefit plans for pension,

retirement, post-retirement medical aid benefits and telephone

rebates to qualifying employees. The Group’s net obligation in

respect of defined benefits is calculated separately for each

plan by estimating the amount of future benefits earned in return

for services rendered.





2. SIGNIFICANT ACCOUNTING POLICIES (continued)Employee benefits (continued)

Defined benefit plans (continued)

The amount recognised in the balance sheet represents the present

value of the defined benefit obligations, calculated by using the

projected unit credit method, as adjusted for unrecognised

actuarial gains and losses, unrecognised past service costs and

reduced by the fair value of the related plan assets. The amount

of any surplus recognised and reflected as deferred expenses is

limited to unrecognised actuarial losses and past service costs plus

the present value of available refunds and reductions in future

contributions to the plan. To the extent that there is uncertainty as

to the entitlement to the surplus, no asset is recognised. No gain

is recognised solely as a result of an actuarial loss or past service

cost in the current period and no loss is recognised solely as a

result of an actuarial gain or past service cost in the current period.

Actuarial gains and losses are recognised as employee

expenses when the cumulative unrecognised gains and losses

for each individual plan exceed 10% of the greater of the

present value of the Group’s obligation and the fair value of

plan assets at the beginning of the year. These gains or losses

are amortised on a straight-line basis over 10 years for all the

defined benefit plans, except gains or losses related to the

pensioners in the Telkom Retirement Fund or unless the standard

requires faster recognition. For the Telkom Retirement Fund

pensioners, the cumulative unrecognised actuarial gains and

losses in excess of the 10% corridor at the beginning of the year

are recognised immediately.

Past service costs are recognised immediately to the extent that

the benefits are vested, otherwise they are recognised on a

straight-line basis over the average period the benefits become

vested.

Leave benefits

Annual leave entitlement is provided for over the period that the

leave accrues and is subject to a cap of 22 days.

Workforce reduction

Workforce reduction expenses are payable when employment

is terminated before the normal retirement age or when an

employee accepts voluntary redundancy in exchange for

benefits. Workforce reduction benefits are recognised when the

entity is demonstrably committed and it is probable that the

expenses will be incurred. In the case of an offer made to

encourage voluntary redundancy, the measurement of

termination benefits is based on the number of employees

expected to accept the offer.

Deferred bonus incentives

Employees of the wholly owned subsidiaries of Vodacom,

including executive directors, are eligible for compensation

benefits in the form of a Deferred Bonus Incentive Scheme. The

benefit is recorded at the present value of the expected future

cash outflows.

Share-based compensation

The grants of equity instruments, made to employees in terms of

the Telkom Conditional Share Plan, are classified as equity-

settled share-based payment transactions. The expense relating

to the services rendered by the employees, and the

corresponding increase in equity, is measured at the fair value

of the equity instruments at their date of grant based on the

market price at grant date, adjusted for the lack of entitlement to

dividends during the vesting period. This compensation cost is

recognised over the vesting period, based on the best available

estimate at each balance sheet date of the number of equity

instruments that are expected to vest.

Short-term employee benefits

The cost of all short-term employee benefits is recognised during

the year the employees render services, unless the Group uses

the services of employees in the construction of an asset and the

benefits received meet the recognition criteria of an asset, at

which stage it is included as part of the related property, plant

and equipment or intangible asset item.

Long-term incentive provision

The Vodacom Group provides long-term incentives to eligible

employees payable on termination or retirement. The Group’s

liability is based on an actuarial valuation. Actuarial gains and

losses are recognised as employee expenses.

Provisions

Provisions are recognised when the Group has a present

obligation (legal or constructive) as a result of a past event, it is

probable that an outflow of resources will be required to settle

the obligation, and a reliable estimate can be made of the

amount of the obligation. Provisions are reviewed at each

balance sheet date and adjusted to reflect the current best

estimate. Where the effect of the time value of money is

material, the amount of the provision is the present value of the

expenditures expected to be required to settle the obligation.





2007 2008 2009Rm Rm Rm

3. REVENUE3.1 Total revenue 32,919 34,084 36,433

Operating revenue 32,441 33,611 35,940

Other income (excluding profit on disposal of property, plant and

equipment, intangible assets and investments, refer to note 4) 279 305 312

Investment income (refer to note 6) 199 168 181

3.2 Operating revenue 32,441 33,611 35,940

Fixed-line 32,345 32,572 33,659

Multi-Links – 845 1,900

Other 873 1,040 1,214

Eliminations (777) (846) (833)

Fixed-line 32,345 32,572 33,659

Subscriptions, connections and other usage 6,286 6,330 6,614

Traffic 16,740 15,950 15,323

Domestic (local and long distance) 7,563 6,328 5,670

Fixed-to-mobile 7,646 7,557 7,420

International (outgoing) 988 986 933

Subscription based calling plans 543 1,079 1,300

Interconnection 1,639 1,757 2,084

Data 7,489 8,308 9,310

Sundry revenue 191 227 328

4. OTHER INCOME 338 472 343

Other income (included in Total revenue, refer to note 3) 279 305 312

Interest received from trade receivables 188 254 270

Sundry income 91 51 42

Profit on disposal of property, plant and equipment and intangible assets 16 167 31

Profit on disposal of investment 43 – –





2007 2008 2009Rm Rm Rm

5. OPERATING EXPENSESOperating expenses comprise:

5.1 Employee expenses 7,254 7,629 8,345

Salaries and wages 5,215 5,710 6,050

Medical aid contributions 384 415 410

Retirement contributions 446 470 472

Post-retirement pension and retirement fund (refer to note 30) 33 5 29

Current service cost 5 5 4

Interest cost 329 509 633

Expected return on plan assets (508) (713) (825)

Actuarial gain (136) (16) –

Settlement loss/(gain) 21 (2) (3)

Asset limitation 322 222 220

Post-retirement medical aid (refer to notes 29 and 30) 330 278 457



Expected return on plan asset (188) (257) (223)

Actuarial loss 149 129 157

Telephone rebates (refer to notes 29 and 30) 104 27 61



Past service cost 76 2 2

Actuarial loss 5 – 14

Share-based compensation expense (refer to note 24) 141 522 554

Other benefits* 1,297 988 1,048

Employee expenses capitalised (696) (786) (736)

* Other benefits include annual leave, performance incentive,

service bonuses, skills development and workforce reduction expenses.

5.2 Payments to other operators 5,005 6,098 6,919

Payments to other network operators consist of expenses in respect of interconnection with other network operators.





2007 2008 2009Rm Rm Rm

5. OPERATING EXPENSES (continued)5.3 Selling, general and administrative expenses 4,184 4,045 5,772

Selling and administrative expenses 1,533 1,220 2,374 Maintenance 1,870 1,966 2,319 Marketing 640 614 711 Bad debts 141 245 368

The increase in the current year’s selling and administrative expenses is attributable to the focus on expanding the customer base in Nigeria.

5.4 Service fees 2,209 2,437 2,756

Facilities and property management 1,142 1,228 1,275 Consultancy services 192 169 295 Security and other 821 982 1,121 Auditors’ remuneration 54 58 65

Audit services 53 57 58

Company auditors 48 46 47

Current year 47 43 47 Prior year underprovision 1 3 –

Other auditors – current year 5 11 11

Audit related services – 1 –

Other auditors – 1 –

Other services 1 – 7

Included in the current year’s consultancy services is an amount of R177 million relating to services rendered in respect of the transaction to dispose of Telkom’s shareholding in Vodacom Group (Proprietary) Limited.

The increase in the current year’s security and other costs is mainly attributable to the new contract negotiated to secure the copper network in Telkom’s drive to cut down on cable thefts.

5.5 Operating leases 775 671 823

Land and buildings 135 160 244 Transmission and data lines 8 35 118 Equipment 80 48 72 Vehicles 552 428 389

5.6 Depreciation, amortisation, impairment and write-offs 3,601 4,134 5,280

Depreciation of property, plant and equipment 3,011 3,151 3,733 Amortisation of intangible assets 306 469 724 Impairment of property, plant and equipment and intangible assets – 229 501 Write-offs of property, plant and equipment and intangible assets 284 285 322

Included in the current year’s amortisation of intangible assets is an amount of R134 million relating to the FIFA brand intangible asset.The impairment charge for the 2009 financial year consists of R462 million and R39 million relating to Multi-Links and Africa Onlinerespectively.





2007 2008 2009Rm Rm Rm

6. INVESTMENT INCOME 199 168 181

Interest income 196 168 181

Dividend income from investments 3 – –

Included in investment income is an amount of R160 million (2008:

R142 million; 2007: R196 million) which relates to interest earned from

financial assets not measured at fair value through profit or loss.

7. FINANCE CHARGES AND FAIR VALUE MOVEMENTS 857 1,556 2,843

Finance charges on interest-bearing debt 1,142 1,543 1,732

Local debt 1,303 1,700 1,895

Foreign debt – 18 –

Finance charges capitalised (161) (175) (163)

Foreign exchange gains and losses and fair value movement (285) 13 1,111

Foreign exchange losses 59 93 843

Fair value adjustments on derivative instruments (344) (80) 268

Capitalisation rate 14.77% 12.60% 12.40%

Included in finance charges is an amount of R1,655 million (2008: R1,499 million; 2007: R1,142 million) which relates to interest paid

on financial liabilities not measured at fair value through profit or loss.

Included in foreign exchange losses and fair value adjustments are forex losses of R961 million in respect of the loan that Multi-Links

received from Telkom and R409 million loss in respect of the Multi-Links put option, offset by the R318 million gain in Telkom.





2007 2008 2009Rm Rm Rm

8. TAXATION 2,803 2,647 1,660

South African normal company taxation 1,989 2,018 1,658

Current taxation 2,023 2,018 1,686

Overprovision for prior year (34) – (28)

Deferred taxation 490 254 (164)

Temporary differences – normal company taxation 534 121 241

Temporary difference – secondary taxation on companies

(STC) taxation credits (raised)/utilised (45) 190 (89)

Change in taxation rate – (54) –

Capital gains taxation (CGT) asset – – (454)

Underprovision/(overprovision) for prior year 1 (3) 138

Secondary taxation on companies 324 381 164

Foreign taxation – (6) 2

Included in the current year’s deferred taxation expense is a credit of

R454 million relating to the deferred taxation on temporary differences

associated with the disposal groups which are classified as held for sale.

The decrease in the deferred taxation expense is mainly due to the

temporary difference associated with the disposal groups which are

classified as held for sale.

The STC expense was provided for at a rate of 10% (12.5% before

October 1, 2007) on the amount by which dividends declared exceeded

dividends received. Deferred taxation expense relating to STC credits is

provided for at a rate of 10% (2008: 10%; 2007: 12.5%).

Reconciliation of taxation rate % % %

Effective rate 30.8 34.5 44.5

South African normal rate of taxation 29.0 29.0 28.0

Adjusted for: 1.8 5.5 16.5

Change in taxation rate – (0.5) –

Exempt income (2.2) (2.5) (26.8)

Disallowable expenditure 0.7 2.9 47.7

Taxation losses not utilised – (0.7) 1.6

STC credits (raised)/utilised (0.3) 1.5 (2.4)

STC charge 3.1 5.3 4.4

CGT asset 1.1 – (11.0)

Net (overprovision)/underprovision for prior year (0.5) (0.5) 3.0

Utilisation of assessed loss (0.1) – –





2007 2008 2009Rm Rm Rm

9. DISCONTINUED OPERATIONS AND DISPOSAL GROUPS HELD FOR SALE9.1 Discontinued operations

Telkom Media (Proprietary) Limited

Telkom Media was classified as held for sale in the September 2008 interim

financials. At year end March 31, 2009, the subsidiary did not meet

the held for sale criteria as management were unable to sell the disposal

group for its expected price and therefore decided to abandon it.

The results and cash flows of the subsidiary are disclosed as a

discontinued operation in accordance with IFRS.

Analysis of the results of discontinued operations:

Revenue* 14 26

Expenses* 157 305

Loss before taxation of discontinued operations 143 279

Taxation (1) 2

Loss after taxation of discontinued operations 142 281

The net cash flows attributable to the operating, investing and

financing activities of discontinued operations:

Operating cash flows (95) (140)

Investing cash flows (218) (39)

Financing cash flows 319 149

Total cash inflow/(outflow) 6 (30)

9.2 Disposal groups held for sale

9.2.1 Vodacom Group (Proprietary) Limited

In the current year, the Group announced a decision to dispose of its entire

interest in Vodacom through selling 15% of its shareholding to Vodafone, a

wholly owned subsidiary of Vodafone Group Plc (Vodafones) and unbundling

its remaining 35% shareholding to its shareholders pursuant to a listing of

Vodacom on the main board of the JSE Limited. This decision was taken in

line with the Group’s strategy to unlock shareholder value; consequently, all

assets and liabilities of Vodacom and its subsidiaries were classified as a

discontinued operation.


Revenue* 19,157 22,653 26,215

Expenses* 14,709 17,334 21,749

Profit before taxation of discontinued operations 4,448 5,319 4,466

Taxation 1,918 2,055 2,023

Profit after taxation of discontinued operations 2,530 3,264 2,443

* Revenue comprises operating revenue, other income and investment income. Expenses comprises operating expenses and finance charges.





2007 2008 2009Rm Rm Rm

9. DISCONTINUED OPERATIONS AND DISPOSAL GROUPS HELD FOR SALE (continued)

9.2 Disposal groups held for sale (continued)9.2.1 Vodacom Group (Proprietary) Limited (continued)

The major classes of assets and liabilities of the business classified as a disposal group:Assets 23,410

Property, plant and equipment 10,922 Intangible assets 5,897 Trade and other receivables 4,283 Other non-current and current assets 2,308

Liabilities 15,858

Interest-bearing debt 4,170 Trade and other payables 4,679 Current portion of interest-bearing debt 2,882 Current portion of deferred revenue 1,260 Credit facilities utilised 1,102 Other non-current and current liabilities 1,765

Reserve of disposal group held for sale 876

Reconciliation of carrying value transferred to disposal groups at year end: Property,plant and

equipment

Carrying value at beginning of year 9,585Additions 2,979Disposals (28)Foreign currency translation reserve 340 Business combinations 143Impairments and write-offs (53)Depreciation (1,974) Transfers (33)Other transfers (37)

Carrying value at end of year 10,922

Intangibleassets

Carrying value at beginning of year 2,111Additions 590Foreign currency translation reserve 26Business combinations 3,503Amortisation (366) Transfers (33)

Carrying value at end of year 5,897

The net cash flows attributable to the operating, investing and financing activities of the disposal group:

Operating cash flows 2,429 2,563 2,092 Investing cash flows (3,292) (3,751) (6,375)Financing cash flows (100) 1,617 4,436

Total cash (outflow)/inflow (963) 429 153





2007 2008 2009Rm Rm Rm

9. DISCONTINUED OPERATIONS AND DISPOSAL GROUPS HELD FOR SALE (continued)

9.2 Disposal groups held for sale (continued)

9.2.2 Swiftnet (Proprietary) Limited

In February 2009, Telkom’s Board of directors took a decision to

dispose of its 100% investment in Swiftnet (Proprietary) Limited.

The investment is classified as held for sale.


Revenue* 103 98 97

Expenses* 64 79 82

Profit before taxation of discontinued operations 39 19 15

Taxation 10 3 (4)

Profit after taxation of discontinued operations 29 16 19

The major classes of assets and liabilities of the business

classified as a disposal group:

Assets 72

Property, plant and equipment and intangible assets 24

Income taxation receivable 2

Trade and other receivables 18

Cash and cash equivalents 28

Liabilities 15

Provisions 1

Trade and other payables 10

Current portion of provisions 4

The net cash flows attributable to the operating, investing and financing

activities of the disposal group:

Operating cash flows 43 22 31

Investing cash flows (15) (11) (33)

Financing cash flows (23) – 10

Total cash inflow 5 11 8

* Revenue comprises operating revenue, other income and investment income. Expenses comprises operating expenses and finance charges.





2007 2008 2009

10. EARNINGS PER SHARETotal operations

Basic earnings per share (cents) 1,681.0 1,565.0 832.8

The calculation of earnings per share is based on profit attributable to equity

holders of Telkom for the year of R4,170 million (2008: R7,975 million;

2007: R8,646 million) and 500,700,538 (2008: 509,595,092;

2007: 514,341,284) weighted average number of ordinary shares in issue.

Diluted earnings per share (cents) 1,676.3 1,546.9 819.6

The calculation of diluted earnings per share is based on earnings for the

year of R4,170 million (2008: R7,975 million; 2007: R8,646 million) and

508,782,641 (2008: 515,541,968; 2007: 515,763,581) diluted

weighted average number of ordinary shares. The adjustment in the

weighted average number of shares is as a result of the expected future

vesting of shares already allocated to employees under the Telkom

Conditional Share Plan.

Headline earnings per share (cents)* 1,710.7 1,634.8 994.6

The calculation of headline earnings per share is based on headline

earnings of R4,980 million (2008: R8,331 million; 2007:

R8,799 million) and 500,700,538 (2008: 509,595,092;

2007: 514,341,284) weighted average number of ordinary shares in issue.

Diluted headline earnings per share (cents)* 1,706.0 1,616.0 978.8

The calculation of diluted headline earnings per share is based on headline

earnings of R4,980 million (2008: R8,331 million; 2007: R8,799 million)

and 508,782,641 (2008: 515,541,968; 2007: 515,763,581)

diluted weighted average number of ordinary shares in issue. The

adjustment in the weighted average number of shares is as a result

of the expected future vesting of shares already allocated to

employees under the Telkom Conditional Share Plan.

Continuing operations

Basic earnings per share (cents) 1,204.7 963.7 407.4

The calculation of earnings per share is based on profit attributable to

equity holders of Telkom for the year of R2,040 million (2008: R4,911 million;

2007: R6,196 million) and 500,700,538 (2008: 509,595,092;

2007: 514,341,284) weighted average number of ordinary shares

in issue.

Diluted earnings per share (cents) 1,201.3 952.6 401.0

The calculation of diluted earnings per share is based on earnings for

the year of R2,040 million (2008: R4,911 million; 2007: R6,196 million)

and 508,782,641 (2008: 515,541,968; 2007: 515,763,581) diluted

weighted average number of ordinary shares. The adjustment in the








2007 2008 2009

10. EARNINGS PER SHARE (continued)Continuing operations (continued)

Headline earnings per share (cents)* 1,235.5 1,028.9 557.0



and 500,700,538 (2008: 509,595,092; 2007: 514,341,284)

weighted average number of ordinary shares in issue.

Diluted headline earnings per share (cents)* 1,232.2 1,017.0 548.2

The calculation of diluted headline earnings per share is based on headline


and 508,782,641 (2008: 515,541,968; 2007: 515,763,581) diluted

weighted average number of ordinary shares in issue. The adjustment in the




Discontinuing operations

Basic earnings per share (cents) 476.3 601.3 425.4

The calculation of earnings per share is based on profit attributable to

equity holders of Telkom for the year of R2,130 million (2008:

R3,064 million; 2007: R2,450 million) and 500,700,538

(2008: 509,595,092; 2007: 514,341,284) weighted average

number of ordinary shares in issue.

Diluted earnings per share (cents) 475.0 594.3 418.6

The calculation of diluted earnings per share is based on earnings for the

year of R2,130 million (2008: R3,064 million; 2007: R2,450 million)

and 508,782,641 diluted weighted average number of ordinary shares

(2008: 515,541,968; 2007: 515,763,581). The adjustment in the




Headline earnings per share (cents)* 475.2 606.0 437.6



and 500,700,538 (2008: 509,595,092; 2007: 514,341,284)

weighted average number of ordinary shares in issue.

Diluted headline earnings per share (cents)* 473.9 599.0 430.6

The calculation of diluted headline earnings per share is based on

headline earnings of R2,191 million (2008: R3,088 million; 2007:

R2,444 million) and 508,782,641 (2008: 515,541,968;

2007: 515,763,581) diluted weighted average number of ordinary

shares in issue. The adjustment in the weighted average number of

shares is as a result of the expected future vesting of shares already

allocated to employees under the Telkom Conditional Share Plan.





2007 2008 2009

10. EARNINGS PER SHARE (continued)Reconciliation of weighted average number of ordinary shares:

Ordinary shares in issue (refer to note 22) 544,944,901 532,855,530 520,784,186

Weighted average number of shares bought back (7,442,253) (1,594,241) (27)

Weighted average number of treasury shares (23,161,364) (21,666,197) (20,083,621)

Weighted average number of shares outstanding 514,341,284 509,595,092 500,700,538

Reconciliation of diluted weighted average number of ordinary shares

Weighted average number of shares outstanding 514,341,284 509,595,092 500,700,538

Expected future vesting of shares 1,422,297 5,946,876 8,082,103

Diluted weighted average number of shares outstanding 515,763,581 515,541,968 508,782,641

Gross** Net

Total operations Rm Rm

2009

Reconciliation between earnings and headline earnings:

Earnings as reported 4,170

Profit on disposal of property, plant and equipment and intangible assets (25) (21)

Impairment loss on property, plant and equipment and intangible assets 557 557

Write-offs of property, plant and equipment and intangible assets 322 274

Headline earnings 4,980

2008



Profit on disposal of investments (available-for-sale) (4) (3)





2007





Reversal of impairment loss on property, plant and equipment and intangible assets 12 9



* The disclosure of headline earnings is a requirement of the JSE Limited and is not a recognised measure under IFRS. It has been calculated in accordance

with the South African Institute of Chartered Accountants’ circular issued in this regard.

** These are the gross amounts, before deducting taxation and minority interests.





10. EARNINGS PER SHARE (continued)Gross* Net

Continuing operations Rm Rm

2009


Profit from continuing operations 2,066

Minority interest 26

Earnings from continuing operations attributable to equity holders of Telkom 2,040





2008









2007









* These are the gross amounts, before deducting taxation and minority interests.





10. EARNINGS PER SHARE (continued)Gross* Net

Discontinuing operations Rm Rm

2009


Profit from discontinued operations 2,181


Earnings from discontinued operations attributable to equity holders of Telkom 2,130

Profit on disposal of property, plant and equipment and intangible assets 7 5



2008






Profit on disposal of property, plant and equipment and intangible assets 19 13



2007







Reversal of impairment loss on property, plant and equipment and intangible assets 12 9


2007 2008 2009

Dividend per share (cents) 900.0 1,100.0 660.0

The calculation of dividend per share is based on dividends of R3,306 million (2008: R5,627 million; 2007: R4,678 million) declared

on June 6, 2008 and 500,941,027 (2008: 511,513,237; 2007: 519,711,236) number of ordinary shares outstanding on the date

of dividend declaration. The reduction in the number of shares represents the number of treasury shares held on date of payment.

* These are the gross amounts, before deducting taxation and minority interests.





2007 2008 2009*Accumu- Accumu- Accumu-

lated lated lated depre- depre- depre-

ciation and ciation and ciation andimpair- Carrying impair- Carrying impair- Carrying

Cost ment value Cost ment value Cost ment valueRm Rm Rm Rm Rm Rm Rm Rm Rm

11. PROPERTY, PLANT AND EQUIPMENTFreehold land and

buildings 4,594 (1,837) 2,757 4,931 (2,010) 2,921 4,950 (2,136) 2,814

Leasehold buildings 926 (362) 564 1,052 (418) 634 805 (477) 328

Network equipment 63,003 (31,820) 31,183 69,572 (35,214) 34,358 59,765 (29,982) 29,783

Support equipment 4,045 (2,436) 1,609 4,355 (2,635) 1,720 3,921 (2,482) 1,439

Furniture and office

equipment 536 (366) 170 568 (377) 191 453 (328) 125

Data processing

equipment and

software 5,836 (3,707) 2,129 6,279 (3,904) 2,375 5,543 (3,518) 2,025

Under

construction 2,536 – 2,536 4,200 – 4,200 4,612 – 4,612

Other 860 (554) 306 1,046 (630) 416 721 (429) 292

82,336 (41,082) 41,254 92,003 (45,188) 46,815 80,770 (39,352) 41,418

Fully depreciated assets with a cost of R155 million (2008: R498 million; 2007: R1,225 million) were derecognised in the 2009 financial

year. This has reduced both the cost price and accumulated depreciation of property, plant and equipment.

Property, plant and equipment with a carrying value of R158 million (2008: R681 million; 2007: R574 million) are pledged as security.

Details of the loans are disclosed in note 28.

* Net of assets of disposal groups classified as held for sale.





11. PROPERTY, PLANT AND EQUIPMENT (continued)The carrying amounts of property, plant and equipment can be reconciled as follows:**

Carrying Transfers Impairment, Carrying value at to Business Foreign write-offs value at

beginning disposal combi- currency and Depre- end of of year groups Additions nations Transfers* translation reversals Disposals ciation year

Rm Rm Rm Rm Rm Rm Rm Rm Rm Rm

2009Freehold land and buildings 2,921 (293) 283 – 82 (4) (5) (2) (168) 2,814 Leasehold buildings 634 (360) 119 – 24 (64) – – (25) 328 Network equipment 34,358 (7,951) 2,913 – 3,378 30 (141) (71) (2,733) 29,783 Support equipment 1,720 (235) 137 – 112 1 (12) – (284) 1,439 Furniture and office equipment 191 (72) 19 – 13 1 – – (27) 125 Data processing equipment and software 2,375 (370) 154 – 310 (1) (5) (1) (437) 2,025 Under construction 4,200 – 4,872 – (4,120) (238) (102) – – 4,612 Other 416 (304) 228 – 13 (1) (1) – (59) 292

46,815 (9,585) 8,725 – (188) (276) (266) (74) (3,733) 41,418

2008Freehold land and buildings 2,757 – 300 22 27 2 (3) (8) (176) 2,921 Leasehold buildings 564 – 136 26 32 1 (67) (1) (57) 634 Network equipment 31,183 – 5,167 404 1,301 272 (136) (107) (3,726) 34,358 Support equipment 1,609 – 316 1 116 3 (8) – (317) 1,720 Furniture and office equipment 170 – 78 3 1 1 (8) (1) (53) 191 Data processing equipment and software 2,129 – 525 31 150 6 (19) (2) (445) 2,375 Under construction 2,536 – 3,416 135 (1,737) 2 (152) – – 4,200 Other 306 – 170 8 11 7 (2) (3) (81) 416

41,254 – 10,108 630 (99) 294 (395) (122) (4,855) 46,815

2007Freehold land and buildings 2,699 – 209 – – 2 17 (1) (169) 2,757 Leasehold buildings 618 – – – 1 – – (14) (41) 564 Network equipment 28,941 – 5,154 1 849 240 (199) (270) (3,533) 31,183 Support equipment 1,321 – 442 – 109 2 (15) – (250) 1,609 Furniture and office equipment 134 – 51 3 8 1 – – (27) 170 Data processing equipment and software 2,082 – 466 12 (36) 8 (10) (2) (391) 2,129 Under construction 1,320 – 2,165 – (912) – (37) – – 2,536 Other 159 – 161 – 58 4 (1) (3) (72) 306

37,274 – 8,648 16 77 257 (245) (290) (4,483) 41,254

Full details of land and buildings are available for inspection at the registered offices of the Group.

The Group does not have temporarily idle property, plant and equipment.

A major portion of this capital expenditure relates to the expansion of existing networks and services. An extensive build programme that provides capacityfor growth in services, with focus on Next Generation Network technologies, roll-out of the W-CDMA network and Multi-Links’s expansion of networkequipment, has resulted in an increase in property, plant and equipment additions.

During the 2008 financial year, the Group recognised an impairment loss relating to Telkom Media assets. The recoverable amount for certain items ofproperty, plant and equipment was estimated, and an impairment loss of R217 million was recognised in order to reduce the carrying amount of thoseassets to their recoverable amount. The impairment has been included in impairment, write-offs and reversals.

Included in the current year’s additions in the other category, is an amount of R179 million (2008: R31 million; 2007: RNil) that relates to finance leases.

An amount of R71 million (2008: R88 million; 2007: R240 million) under property, plant and equipment disposals relates to the reclassification ofCustomer Premises Equipment at the start of the lease. These disposals are as a result of the Group entering into a leasing arrangement.

* An amount of R21 million was transferred from network equipment to cash and cash equivalents for Telkom Media.** The 2009 reconciliation excludes assets held in the disposal groups held for sale, refer to note 9.





2007 2008 2009* Accumulated Accumulated Accumulated amortisation amortisation amortisationand impair- Carrying and impair- Carrying and impair- Carrying

Cost ment value Cost ment value Cost ment valueRm Rm Rm Rm Rm Rm Rm Rm Rm

12. INTANGIBLE ASSETSGoodwill 673 – 673 3,267 (12) 3,255 3,461 (501) 2,960 Trademarks, copyrights and other 761 (521) 240 1,127 (633) 494 677 (332) 345 Licences 222 (116) 106 311 (140) 171 228 (35) 193 Software 6,720 (3,737) 2,983 8,106 (4,298) 3,808 7,045 (3,799) 3,246 Under construction 1,109 – 1,109 740 – 740 488 – 488

9,485 (4,374) 5,111 13,551 (5,083) 8,468 11,899 (4,667) 7,232

* Net of assets of disposal groups classified as held for sale.

The carrying amounts of intangible assets can be reconciled as follows:**Carrying Transfers Impair- Carrying value at to Business Foreign ment value at

beginning disposal combi- currency and Amor- end of of year groups Additions nations Transfers translation write-offs tisation year

Rm Rm Rm Rm Rm Rm Rm Rm Rm

2009Goodwill 3,255 (947) – 1,309 – (156) (501) – 2,960 Trademarks, copyrights and other 494 (178) 300 – (28) (22) – (221) 345 Licences 171 (104) 41 – 137 (42) – (10) 193 Software 3,808 (882) 209 – 613 (8) (1) (493) 3,246 Under construction 740 – 356 – (555) 2 (55) – 488

8,468 (2,111) 906 1,309 167 (226) (557) (724) 7,232

2008Goodwill 673 – 492 1,727 – 375 (12) – 3,255 Trademarks, copyrights and other 240 – 174 165 – 20 – (105) 494 Licences 106 – 32 36 – 15 (3) (15) 171 Software 2,983 – 739 – 713 9 (10) (626) 3,808 Under construction 1,109 – 354 – (614) – (109) – 740

5,111 – 1,791 1,928 99 419 (134) (746) 8,468

2007Goodwill 305 – 186 173 – 9 – – 673 Trademarks, copyrights and other 213 – 8 69 – – – (50) 240 Licences 60 – 47 1 – 8 – (10) 106 Software 2,269 – 628 – 559 7 (4) (476) 2,983 Under construction 1,063 – 729 – (636) – (47) – 1,109

3,910 – 1,598 243 (77) 24 (51) (536) 5,111

Intangible assets that are material to the Group consist of Software and Goodwill. The average remaining amortisation period for Softwareis between 2 and 10 years.

** The 2009 reconciliation excludes assets held in the disposal groups held for sale, refer to note 9.





12. INTANGIBLE ASSETS (continued)Impairment testing of goodwillFor the purposes of impairment testing, goodwill is allocated to the smallest cash-generating unit. A cash-generating unit is the smallestidentifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups ofassets. The Group reviews goodwill for impairment annually by comparing the recoverable amounts of cash-generating units to the carryingamounts.

Goodwill acquired through business combinations has been allocated to two cash-generating units for impairment testing as follows:

Africa Online Limited (Kenya)Multi-Links Telecommunications Limited (Nigeria)

KenyaThe carrying amount of goodwill is R144 million.

For the period ending March 31, 2009, Africa Online was treated as one cash-generating unit for impairment testing purposes. Thisrepresents the lowest level within the Group at which the goodwill is monitored for internal management purposes.

Goodwill relating to Africa Online was tested for impairment on March 31, 2009. The recoverable amount of goodwill relating to AfricaOnline was determined on the basis of value in use calculations.

Key assumptions used to determine the value in use include the discount rate and cash flows. Cash flows are based on a five year forecastof future cash flows, extrapolated in perpetuity to reflect the long-term plans for the entity, using a weighted average cost of capital of 15.4%(2008: 11.59%) and a terminal growth rate of 3%.

An impairment loss of R39 million (2008: R12 million) was recognised.

NigeriaThe carrying amount of goodwill is R2,749 million.

Multi-Links has been identified as a single cash-generating unit within the Group. The recoverable amount of goodwill relating to Multi-Linkswas determined using the discounted cash flow method.

The key assumptions in determining cash flows are a five year forecast of future cash flows, extrapolated in perpetuity to reflect the long-term plans for the entity, using a weighted average cost of capital of 18.8%. The calculated perpetuity value for Multi-Links assumes thatthe company will continue to grow at 3% p.a. (nominal).

Key assumptions used in the testing of goodwill for impairment:Applicable to all cash-generating unitsExpected customer base: The basis for determining value(s) assigned to key assumptions is based on the closing customer base in the periodimmediately preceding the budget period and increased for expected growth. The value assigned to key assumptions reflects pastexperience, and has an element of potential growth. The growth is based on market assumptions.

Gross margin: The basis for determining value(s) assigned to key assumptions is based on the average gross margin achieved in the periodimmediately before the budget period and increased for expected efficiences. The value assigned reflects past experience and efficiencyimprovements.

Capital expenditure: The basis for determining value(s) assigned to key assumptions is based on the total capital expenditure achieved inthe period immediately before the budget period and adjusted for expected network coverage roll-out. The value assigned is based onmanagement’s expected network coverage roll-out.

Applicable to all cash-generating units except for the Africa Online cash-generating unitsARPU: The basis for determining value(s) assigned to key assumptions is based on past experience and expected growth which is basedon market forces and external sources of information.

Applicable to all non-South African cash-generating unitsExchange rates: The basis for determining value(s) assigned to key assumptions is based on the average market forward exchange rateover the budget period in respect of the ZAR/US$. The value assigned to the key assumption is consistent with external sources ofinformation.





13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENTRisk management

Exposure to continuously changing market conditions has made management of financial risk critical for the Group. As a result of the

financial instruments held, the Group is exposed to market risk (comprising interest rate risk and currency risk), credit risk and liquidity risk.

Treasury policies, risk limits and control procedures are continuously monitored by the Board of directors through its audit and risk

management committee.

The Group holds or issues financial instruments to finance its operations, for the temporary investment of short-term funds and to manage

currency and interest rate risks. In addition, financial instruments, for example trade receivables and payables, arise directly from the

Group’s operations.

The Group finances its operations primarily by a mixture of issued share capital, retained earnings, long-term and short-term loans. The

Group uses derivative financial instruments to manage its exposure to market risks from changes in interest and foreign exchange rates. The

derivatives used for this purpose are principally interest rate swaps and forward exchange contracts. The Group does not speculate in

derivative instruments.

The table below sets out the Group’s classification of financial assets and liabilities:

At fair

value

through

profit or Financial

loss liabilities at Total

held for amortised Held-to- Available- Loans and carrying

trading cost maturity for-sale receivables value Fair value

Note Rm Rm Rm Rm Rm Rm Rm

2009

Classes of financial

instruments per balance sheet

Assets 1,442 – 1,046 – 7,976 10,464 10,464

Investments 14 1,286 – – – 97 1,383 1,383

Trade and other receivables* 19 – – – – 5,673 5,673 5,673

Other financial assets 20 156 – 1,046 – – 1,202 1,202

Interest rate swaps 4 – – – – 4 4

Forward exchange contracts 152 – – – – 152 152

Repurchase agreements – – 1,046 – – 1,046 1,046

Finance lease receivables 16 – – – – 275 275 275

Cash and cash equivalents 21 – – – – 1,931 1,931 1,931

Liabilities (228) (23,963) – – – (24,191) (25,265)

Interest-bearing debt 28 – (18,275) – – – (18,275) (19,349)

Trade and other payables 31 – (5,538) – – – (5,538) (5,538)

Other financial liabilities 20 (228) – – – – (228) (228)

Interest rate swaps (72) – – – – (72) (72)

Forward exchange contracts (156) – – – – (156) (156)

Credit facilities utilised 21 – (127) – – – (127) (127)

Shareholders for dividends 35 – (23) – – – (23) (23)

* Trade and other receivables are disclosed net of prepayments of R307 million (2008: R404 million; 2007: R256 million).





13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)Risk management (continued)

At fair

value

through

profit or Financial





2008



Assets 1,991 – – 55 10,155 12,201 12,201

Investments 14 1,377 – – 55 67 1,499 1,499


Other financial assets 20 614 – – – – 614 614


Forward exchange

contracts 589 – – – – 589 589

Other financial assets 16 – – – – 16 16

Finance lease receivables 16 – – – – 372 372 372

Cash and cash equivalents 21 – – – – 1,134 1,134 1,134

Liabilities (1,290) (25,866) – – – (27,156) (27,692)



Other financial liabilities 20 (1,290) – – – – (1,290) (1,290)

Put option (Multi-Links) (919) – – – – (919) (919)

Put option (Vodacom DRC) (198) – – – – (198) (198)


Credit facilities utilised 21 – (1,342) – – – (1,342) (1,342)

Shareholders for dividend 35 – (20) – – – (20) (20)






13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)Risk management (continued)

At fair

value

through

profit or Financial





2007



Assets 1,608 – 246 47 7,861 9,762 9,762

Investments 14 1,349 – – 47 65 1,461 1,461


Other financial assets 20 259 – – – – 259 259

Bills of exchange 98 – – – – 98 98


Forward exchange contracts 145 – – – – 145 145

Finance lease receivables 16 – – 246 – – 246 246

Cash and cash equivalents 21 – – – – 749 749 749

Liabilities (327) (17,959) – – – (18,286) (19,676)

Interest-bearing debt 28 (98) (10,266) – – – (10,364) (11,754)


Other financial liabilities 20 (229) – – – – (229) (229)

Put option (Vodacom DRC) (125) – – – – (125) (125)

Interest rate swaps (26) – – – – (26) (26)


Other financial liabilities (36) – – – – (36) (36)








13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.1 Fair value of financial instruments

Carrying value of all financial instruments noted in the balance sheet approximates fair value except as disclosed below.

The estimated net fair values as at March 31, 2009, have been determined using available market information and appropriate valuation

methodologies as outlined below.

Derivatives are recognised at fair value.

The fair values of derivatives are determined using quoted prices or, where such prices are not available, discounted cash flow analysis is

used. These amounts reflect the approximate values of the net derivative position at the balance sheet date.

The fair value of receivables, bank balances, repurchase agreements and other liquid funds, payables and accruals, approximate their fair

amount due to the short-term maturities of these instruments.

The fair values of the borrowings disclosed above are based on quoted prices or, where such prices are not available, the expected future

payments discounted at market interest rates, as a result they differ from carrying values.

The fair values of listed investments are based on quoted market prices.

13.2 Interest rate risk management

Interest rate risk arises from the repricing of the Group’s forward cover and floating rate debt as well as incremental funding or new

borrowings and the refinancing of existing borrowings.

The Group’s policy is to manage interest cost through the utilisation of a mix of fixed and floating rate debt. In order to manage this mix in

a cost efficient manner and to hedge specific exposure in the interest rate repricing profile of the existing borrowings and anticipated peak

additional borrowings, the Group makes use of interest rate derivatives as approved in terms of the Group policy limits. Fixed rate debt

represents approximately 64.86% (2008: 51.88%; 2007: 90.37%) of the total debt, after taking the instruments listed below into

consideration. There were no changes in the policies and processes for managing and measuring the risk from the previous period.

The table below summarises the interest rate swaps outstanding as at March 31:

Notional Weighted

Average amount average

maturity Currency Rm coupon rate

2009

Interest rate swaps outstanding

Pay fixed 2-5 years ZAR 2,000 10.84%

2008


Pay fixed < 1 year ZAR 27 13.62%

Receive fixed 1-5 years ZAR 58 13.30%

2007


Pay fixed < 1 year ZAR 1,000 14.67%

Receive fixed 1-5 years ZAR 38 11.45%

>5 years ZAR 61 11.44%

Pay fixed

The floating rate is based on the three month JIBAR, and is settled quarterly in arrears. The interest rate swaps are used to manage interest

rate risk on debt instruments.





13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.3 Credit risk management

Credit risk is the risk due to uncertainty in a counterparty’s ability to meet its obligations as they fall due.

Credit risk arises from derivative contracts entered into with financial institutions with a rating of A1 or better. The Group is not exposed to

significant concentrations of credit risk. Credit limits are set on an individual basis. The maximum exposure to the Group from counterparties

is a net favourable position of R29 million (2008: R438 million; 2007: R144 million). No collateral is required when entering into

derivative contracts. Credit limits are reviewed on an annual basis or when information becomes available in the market. The Group limits

the exposure to any counterparty and exposures are monitored daily. The Group expects that all counterparties will meet their obligations.

With regard to credit risk arising from other financial assets of the Group, which comprises held-to-maturity investments, financial assets held

at fair value through profit or loss, loans and receivables and available-for-sale assets, the Group’s exposure to credit risk arises from a

potential default by a counterparty, with a maximum exposure equal to the carrying amount of these instruments.

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each type of customer. Management reduces

the risk of irrecoverable debt by improving credit management through credit checks and limits. To reduce the risk of counterparty failure,

limits are set based on the individual ratings of counterparties by well-known ratings agencies. Trade receivables comprise a large

widespread customer base, covering residential, business, government, wholesale, global and corporate customer profiles.

Credit checks are performed on all customers, other than prepaid customers, on application for new services on an ongoing basis where

appropriate.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables.

The collective loss allowance is determined based on historical data of payment statistics for similar financial assets as well as expected

future cash flows. Refer to note 19.

The Group has provided a financial guarantee to Africa Online Limited for bank loans to the value of R26 million as at March 31, 2009

(2008: R23 million; 2007: RNil).

Telkom guarantees a certain portion of employees’ housing loans. The amount guaranteed differs depending on facts such as employment

period and salary rates. When an employee leaves the employment of Telkom, any housing debt guaranteed by Telkom is settled before

any pension payout can be made to the employee. There is no provision outstanding in respect of these contingencies. The maximum

amount of the guarantee in the event of a default is R12 million. The fair value of the guarantee at March 31, 2009 was RNil (2008:

RNil; 2007: RNil).

Given the deterioration of credit markets, stricter objectives, policies and processes were applied for managing and measuring the risk than

in the previous period.





13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.3 Credit risk management (continued)

The maximum exposure to credit risk for financial assets at the reporting date by type of customer was:

Carrying amount

2007 2008 2009

Rm Rm Rm

Trade receivables

Fixed-line 3,926 4,401 4,231

Business and residential 1,924 1,824 1,870

Global, corporate and wholesale 1,643 1,875 1,708

Government 318 368 444

Other customers 41 334 209

Mobile 2,299 2,880 –

Multi-Links – 38 72

Other 567 666 720

Impairment of trade receivables (235) (290) (324)

Subtotal for trade receivables 6,557 7,695 4,699

Other receivables* 490 887 974

Other financial assets 259 614 1,202

7,306 9,196 6,875

* Excluding prepayments.

The ageing of trade receivables at the reporting date was:

Not past due/current 5,829 6,840 3,582

Ageing of past due but not impaired

21 to 60 days 331 384 441

61 to 90 days 80 110 135

91 to 120 days 59 71 84

120+ days 258 290 457

6,557 7,695 4,699

The ageing in the allowance for the impairment of trade receivables

at reporting date was:

Fixed-line and other

Current defaulted trade 24 53 70

21 to 60 days 21 25 30

61 to 90 days 19 31 19

91 to 120 days 15 19 74

120+ days 118 121 131

197 249 324

Mobile 38 41 –

235 290 324






The movement in the allowance for impairment in respect of trade receivables during the year is disclosed in note 19.

Included in the allowance for doubtful debts are individually impaired receivables with a balance of R49 million (2008: R32 million; 2007:

R49 million) which have been identified as being unable to service their debt obligation. The impairment recognised represents the

difference between the carrying amount of these trade receivables and the present value of the expected liquidation proceeds. The Group

does not hold any collateral over these balances.

During the 2009 year end the Group renegotiated the terms of trade receivables amounting to R1,9 million from a long outstanding

customer. No impairment losses were recognised.

13.4 Liquidity risk management

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group is exposed to liquidity

risk as a result of uncertain cash flows as well as capital commitments. Liquidity risk is managed by the Group’s various Corporate Finance

divisions in accordance with policies and guidelines formulated by the Group’s executive committees. In terms of its borrowing requirements

the Group ensures that sufficient facilities exist to meet its immediate obligations. In terms of its long-term liquidity risk, the Group maintains

a reasonable balance between the period over which assets generate funds and the period over which the respective assets are funded.

Short-term liquidity gaps may be funded through repurchase agreements and commercial paper bills.

There were no material changes in the exposure to liquidity risk and its objectives, policies and processes for managing and measuring

the risk from the previous period.

The table below summarises the maturity profile of the Group’s financial liabilities based on undiscounted contractual cash flow at the

balance sheet date:

Carrying Contractual 0 – 12 1 – 2 2 – 5 > 5

amount cash flows months years years years

Note Rm Rm Rm Rm Rm Rm

2009

Non-derivative financial liabilities

Finance lease liabilities 38 986 1,848 165 172 516 995

Interest-bearing debt (excluding

finance leases) 28 17,291 18,866 7,670 1,817 5,621 3,758

Trade and other payables 31 5,538 5,778 5,778 – – –

Credit facilities utilised 21 127 127 127 – – –

Derivative financial liabilities

Other financial liabilities 20 228 228 156 72 – –

Interest rate swaps 72 72 – 72 – –

Forward exchange contracts 156 156 156 – – –

24,170 26,847 13,896 2,061 6,137 4,753





13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.4 Liquidity risk management (continued)

Carrying Contractual 0 – 12 1 – 2 2 – 5 > 5

amount cash flows months years years years

Note Rm Rm Rm Rm Rm Rm

2008


Finance lease liabilities 38 1,167 2,198 257 202 589 1,150

Interest-bearing debt (excluding finance

leases) 28 14,566 16,672 6,350 4,835 2,733 2,754


Credit facilities utilised 21 1,342 1,342 1,342 – – –


Other financial liabilities 20 1,290 1,290 371 919 – –

Put option (Multi-Links) 919 919 – 919 – –

Put option (Vodacom DRC) 198 198 198 – – –


27,136 30,273 17,091 5,956 3,322 3,904

2007


Finance lease liabilities 38 1,220 2,424 231 276 585 1,332


finance leases) 28 9,144 11,329 6,133 1 2,551 2,644


Credit facilities utilised 21 441 441 441 – – –


Other financial liabilities 20 229 229 229 – – –

Put option (Vodacom DRC) 125 125 125 – – –

Interest rate swaps 26 26 26 – – –


Other financial liability 36 36 36 – – –

18,271 21,660 14,271 277 3,136 3,976





13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.5 Foreign currency exchange rate risk management

The Group manages its foreign currency exchange rate risk by economically hedging all identifiable exposures via various financial

instruments suitable to the Group’s risk exposure.

Forward exchange contracts have been entered into to reduce the foreign currency exposure on the Group’s operations and liabilities. The

Group also enters into foreign forward exchange contracts to economically hedge interest expense and purchase and sale commitments

denominated in foreign currencies (primarily United States dollars and euros). The purpose of the Group’s foreign currency hedging activities

is to protect the Group from the risk that the eventual net cash flows will be adversely affected by changes in exchange rates.

There were no changes in the exposure to foreign currency exchange rate risk and its objectives, policies and processes for managing and

measuring the risk from the previous period.

The following table details the foreign forward exchange contracts outstanding at year end:

Foreign

contract Forward

amount amount Fair value

To buy m Rm Rm

2009

Currency

US$ 155 1,477 14

Euro 92 1,205 (24)

Other 36 69 (3)

2,751

2008

Currency

US$ 139 1,042 109

Euro 252 2,826 444

Pound Sterling 19 281 30

Other 31 32 6

4,181

2007

Currency

US$ 181 1,329 (1)

Euro 196 1,899 23


Other 66 49 (1)

3,538





13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.5 Foreign currency exchange rate risk management (continued)

Foreign

contract Forward


To sell m Rm Rm

2009

Currency

US$ 99 947 (22)

Euro 35 485 28

Other 21 43 4

1,475

2008

Currency

US$ 78 596 (68)

Euro 73 848 (103)

Pound Sterling 5 89 (1)

Other 17 22 (1)

1,555

2007

Currency

US$ 122 994 88

Euro 52 505 (5)


Other 29 17 –

1,567

The Group has various monetary assets and liabilities in currencies other than the Group’s functional currency. The following table represents

the net currency exposure (net carrying amount of foreign denominated monetary assets and liabilities) of the Group according to the

different foreign currencies.

South United

African Pound States

Rand Euro Sterling Dollar Other

Rm Rm Rm Rm Rm

2009

Net foreign currency monetary assets/(liabilities)

Functional currency of company operation

South African rand – 204 – 650 19

Naira – – – (1,611) –

2008



South African Rand – 481 (133) 224 (13)

United States Dollar – 8 – – (17)

Naira – – – (446) –





13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.5 Foreign currency exchange rate risk management (continued)

South United African Pound States

Rand Euro Sterling Dollar OtherRm Rm Rm Rm Rm

2007Net foreign currency monetary assets/(liabilities)Functional currency of company operationSouth African rand – 475 (166) 159 32 United States dollar 26 (25) – – (17)

Currency swapsThere were no currency swaps in place at March 31, 2009, 2008 and 2007.

13.6 Sensitivity analysisInterest rate riskThe following table illustrates the sensitivity to a reasonably possible change in the interest rates, with all other variables held constant:

+1% movement –1% movementOther Other

movements movements Profit in equity Profit in equity

Rm Rm Rm Rm

2009Classes of financial instruments per balance sheetAssets

Trade and other receivables 5 – (5) –Other financial assets 28 – (28) –

Interest rate swaps 18 – (18) –Repurchase agreements 10 – (10) –

LiabilitiesInterest-bearing debt (67) – 67 –Other financial liabilities 15 – (15) –

Interest rate swaps 15 – (15) –

(19) – 19 –





13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.6 Sensitivity analysis (continued)

Interest rate risk (continued)+1% movement –1% movement

Other Other movements movements

Profit in equity Profit in equityRm Rm Rm Rm


Trade and other receivables 5 – (5) –Liabilities

Interest-bearing debt (62) – 62 –

(57) – 57 –


Trade and other receivables 4 – (4) –Liabilities

Interest-bearing debt (1) – 1 –Other financial liabilities 2 – (2) –

Forward exchange contract 2 – (2)

5 – (5) –

Foreign exchange currency riskThe following table illustrates the sensitivity to a reasonably possible change in the exchange rates, with all other variables held constant.

+10% movement –10% movement(depreciation) (appreciation)

Other Other movements movements

Profit in equity Profit in equityRm Rm Rm Rm


Trade and other receivables 40 – (40)Other financial assets 1 – (1) –

Forward exchange contract 1 – (1) –

Liabilities Interest-bearing debt (70) – 70 –Trade and other payables (173) – 173 –Other financial liabilities 128 – (128) –


(74) – 74 –






Foreign exchange currency sensitivity (continued)

+10% movement –10% movement

(depreciation) (appreciation)

Other Other

movements movements

Profit in equity Profit in equity

Rm Rm Rm Rm


Trade and other receivables 10 – (10) –

Other financial assets 331 – (331) –


Liabilities

Interest-bearing debt 68 – (68) –

Trade and other payables (95) – 95 –

Other financial liabilities (153) – 153 –

Forward exchange contract (153) – 153 –

161 – (161) –





Liabilities

Interest-bearing debt 10 – (10) –


Other financial liabilities 11 – (11) –


45 – (45) –





13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.7 Exchange rate table (closing rate)

2007 2008 2009

R R R

United States Dollar 7.248 8.132 9.484

Euro 9.649 12.854 12.617

Pound Sterling 14.189 16.166 13.555

Swedish Krona 1.033 1.370 1.153

Japanese Yen 0.061 0.082 0.097

13.8 Capital management

The Group’s policy is to maintain a strong capital base so as to sustain investor, creditor and market confidence and to sustain future

development of the business. Capital comprises equity attributable to equity holders of Telkom. The Group monitors capital using net debt

to EBITDA ratio. Telkom’s policy is to keep the net debt to EBITDA ratio between 1 and 2 times. Included in net debt are interest-bearing

loans and borrowings, credit facilities and other financial liabilities, less cash and cash equivalents and other financial assets.

Telkom plans on continuing its share buy-back strategy based on certain criteria, including market conditions, availability of cash and other

investment opportunities and needs.

All of Telkom’s issued and outstanding ordinary shares, including the class A ordinary share and the class B ordinary share, rank equal for

dividends. No dividend may be declared to a holder of the class A ordinary share or class B ordinary share, unless the same dividend is

declared to holders of all ordinary shares. Telkom’s current dividend policy aims to provide shareholders with a competitive return on their

investment, while assuring sufficient reinvestment of profits to enable the Group to achieve its strategy. Telkom may revise its dividend policy

from time to time. The determination to pay dividends and the amount of the dividends, will depend upon, among other things, the earnings,

financial position, capital requirements, general business conditions, cash flows, net debt levels and share buy-back plans.

The Group has access to financing facilities; the total unused amount is R6,237 million (2008: R7,565 million; 2007: R8,658 million) at

the balance sheet date.

There were no changes in the Group’s approach to capital management during the year.

Neither the Group nor any of its subsidiaries are subject to externally imposed capital requirements.

The net debt to EBITDA ratio is as follows: 2007 2008 2009

Rm Rm Rm

Non-current portion of interest-bearing debt 4,338 9,403 10,653 Current portion of interest -bearing debt 6,026 6,330 7,622 Credit facilities utilised 441 1,342 127 Non-current portion of other financial liabilities 36 919 –Current portion of other financial liabilities 193 371 228 Less: Cash and cash equivalents (749) (1,134) (1,931)Less: Other financial assets (259) (614) (1,202)

Net debt 10,026 16,617 15,497

EBITDA 13,352 13,203 11,668

Net debt to EBITDA ratio 0.75 1.26 1.33





2007 2008 2009Rm Rm Rm

14. INVESTMENTS 1,384 1,444 1,383

Available-for-sale 47 55 –

Unlisted investments

Rascom – – –

WBS Holdings (Proprietary) Limited 40 23 –

2 500 ordinary shares at R0.01 each

Other investments 7 32 –

Loans and receivables 65 63 97

Mirambo Limited – 60 –

Planetel Communications Limited 25 – –

Caspian Limited 29 – –

Number Portability Company (Proprietary) Limited 3 3 –

Sekha-Metsi Investment Consortium Limited 8 – –

Empresa Mocambicana de Telecommunicacoes S.A.R.L. (’Emotel’) – 4 –

Other unlisted investments – – 97

At fair value through profit or loss 1,349 1,377 1,286

Linked insurance policies – Coronation 1,280 1,291 1,286

Other money market investments 69 51 –

Other unlisted investments – 35 –

Less: Short-term investments (77) (51) –

Sekha-Metsi Investment Consortium Limited (8) – –

WBS Holdings (Proprietary) Limited (included in other unlisted investments) – (13) –

Other money market investments (69) (38) –

Included in held-for-trading investments is R1,286 million (2008: R1,290 million, 2007: R1,279 million) that will be used to fund the post-

retirement medical aid liability. These investments are made through a cell captive, in which Telkom holds 100% of the preference shares of the

cell captive, and represent the fair value of the underlying investments of the cell captive. The initial cost of the investment amounts to R535 million

(2008: R535 million; 2007: R535 million). Telkom bears all the risks and rewards of the investment, as the returns/losses on the preference

shares are dependent on the performance of the underlying investments made by the cell captive. On this basis Telkom as the preference

shareholder receives any residual gains or losses made by the cell captive. The ordinary shareholders of the cell captive do not bear any of the

risks and rewards. The cell captive has been consolidated in full.





2007 2008 2009Rm Rm Rm

15. DEFERRED REVENUE AND DEFERRED EXPENSESDeferred revenue 3,004 3,721 2,711

Non-current deferred revenue 1,021 1,128 997

Current portion of deferred revenue 1,983 2,593 1,714

Deferred expenses 557 583 55

Non-current deferred expenses 270 221 55

Current portion of deferred expenses 287 362 –

Included in non-current deferred expenses and revenue for the financial

year end March 31, 2008 and 2007 is Vodacom unactivated starter packs.

16. FINANCE LEASE RECEIVABLESThe Group provides voice and non-voice services to its customers, which make use of router and PABX equipment that is dedicated to

specific customers. The disclosed information relates to those arrangements which were assessed to be finance leases in terms of IAS17.

Total < 1 year 1 – 5 years > 5 years

Rm Rm Rm Rm

2009

Minimum lease payments

Lease payments receivable 360 142 219 –

Unearned finance income (85) (33) (53) –

Present value of minimum lease payments 275 109 166 –

Lease receivables 275 109 166 –

2008






2007










2007 2008 2009Rm Rm Rm

17. DEFERRED TAXATION (1,123) (1,374) (1,068)

Opening balance (587) (1,123) (1,374)Transferred to disposal group – – 281 Income statement movements (516) (219) 164

Temporary differences (515) (331) (152)(Underprovision)/overprovision prior year (1) 53 (138)Capital gains taxation asset – – 454 Change in taxation rate – 59 –

Business combinations (16) (65) (137)Foreign currency translation reserve and foreign equity revaluation (4) 33 (2)

The balance comprises: (1,123) (1,374) (1,067)

Capital allowances (3,325) (3,841) 3,210)Provisions and other allowances 1,719 2,008 1,416 Taxation losses 113 276 –Capital gains taxation asset – – 454 STC taxation credits 370 183 273

Deferred taxation balance is made up as follows: (1,123) (1,374) (1,067)

Deferred taxation assets 593 605 756 Deferred taxation liabilities (1,716) (1,979) (1,823)

Unutilised STC credits 2,958 1,830 2,730

Secondary taxation on companies (STC) is provided for a rate of10% on the amount by which dividends declared by Telkomexceeds dividends received. The deferred taxation asset is raised as it is probable that it will be utilised in future. The asset will be released as ataxation expense when dividends are declared.

The deferred taxation asset represents STC credits on past dividendsreceived that are available to be utilised against dividends declared.The deferred taxation asset also includes deferred taxation on temporarydifferences arising on investments that were classified as held for sale inthe period as well as STC credits on past dividends received.

18. INVENTORIES 1,093 1,287 1,974

Gross inventories 1,275 1,535 2,165 Write-down of inventories to net realisable value (182) (248) (191)

Inventories consist of the following categories: 1,093 1,287 1,974

Installation material, maintenance material and network equipment 811 895 1,051 Merchandise 282 392 923

Write-down of inventories to net realisable value 182 248 191

Opening balance 102 182 248 Transferred to disposal group – – (50)Charged to selling, general and administrative expenses 154 164 167 Inventories written-off (74) (98) (174)

Inventory levels as at March 31, 2009, 2008 and 2007 have increased due to the accelerated roll-out of the Next Generation Networkrequired to improve customer service, and the acquisition of merchandise for the W-CDMA roll-out.





2007 2008 2009Rm Rm Rm

19. TRADE AND OTHER RECEIVABLES 7,303 8,986 5,980

Trade receivables 6,557 7,695 4,698

Gross trade receivables 6,792 7,985 5,022

Impairment of receivables (235) (290) (324)

Prepayments and other receivables 746 1,291 1,282

Impairment allowance account for receivables 235 290 324

Opening balance 290 235 290

Charged to selling, general and administrative expenses 153 300 368

Receivables written-off (208) (245) (334)

Refer to note 13 for detailed credit risk analysis.

20. OTHER FINANCIAL ASSETS AND LIABILITIESOther financial assets consist of: 259 614 1,202

Held-to-maturity

Repurchase agreements – – 1,046

At fair value through profit or loss 259 614 156

Bills of exchange 98 – –

Interest rate swaps 16 9 4

Forward exchange contracts 145 589 152

Other financial assets – 16 –

Repurchase agreements

Telkom manages a portfolio of repurchase agreements in the South

African capital and money markets, with a view to generating additional

investment income on the favourable interest rates provided on these

transactions. Interest received from the borrower is based on the current

market related yield. There were no repurchase agreements held at

March 31, 2008 and 2007.

Bills of exchange

The fair value of bills of exchange has been calculated at with reference

to the Bond Exchange of South Africa quoted prices.

Other financial liabilities consist of: (229) (1,290) (228)

Non-current portion of other financial liabilities

Other (36) – –

Put option at fair value through profit or loss – (919) –

Current portion of other financial liabilities

At fair value through profit or loss (193) (371) (228)

Put option at fair value through profit or loss (125) (198) –

Interest rate swaps (26) – (72)

Forward exchange contracts (42) (173) (156)





2007 2008 2009Rm Rm Rm

21. NET CASH AND CASH EQUIVALENTS 308 (208) 1,282

Net cash and cash equivalents attributable to continuing operations 308 (208) 1,804

Cash shown as current assets 749 1,134 1,931

Cash and bank balances 649 664 1,361

Short-term deposits 100 470 570

Credit facilities utilised (441) (1,342) (127)

Net cash and cash equivalents attributable to disposal groups – – (522)

Cash at banks and short-term deposits attributable to disposal groups – – 580

Credit facilities utilised – – (1,102)

Undrawn borrowing facilities 8,658 7,565 6,237

The undrawn borrowing facilities are unsecured, when drawn bear interest at a rate that will be mutually agreed between the borrower

and lender at the time of drawdown, have no specific maturity date and are subject to annual review. The facilities are in place to ensure

liquidity. At March 31, 2009, R3,000 million of these undrawn facilities were committed by Telkom.

Borrowing powers

To borrow money, Telkom’s directors may mortgage or encumber Telkom’s property or any part thereof and issue debentures, whether

secured or unsecured, whether outright or as security for debt, liability or obligation of Telkom or any third party. For this purpose the

borrowing powers of Telkom are unlimited, but are subject to the restrictive financial covenants of the loan facilities indicated on note 28.





2007 2008 2009Rm Rm Rm

22. SHARE CAPITAL Authorised and issued share capital is made up as follows:

Authorised 10,000 10,000 10,000

999,999,998 ordinary shares of R10 each 10,000 10,000 10,000

1 class A ordinary share of R10 – – –

1 class B ordinary share of R10 – – –

Issued and fully paid 5,329 5,208 5,208

520,783,898 (2008: 520,784,184; 2007: 532,855,528)

ordinary shares of R10 each 5,329 5,208 5,208

1 (2008: 1; 2007: 1) class A ordinary share of R10 – – –

1 (2008: 1; 2007: 1) class B ordinary share of R10 – – –

The following table illustrates the movement within the number of shares issued:

Number of Number of Number of

shares shares shares

Shares in issue at beginning of year 544,944,901 532,855,530 520,784,186

Shares bought back and cancelled (12,089,371) (12,071,344) (286)

Shares in issue at end of year 532,855,530 520,784,186 520,783,900

Full details of the voting rights of ordinary, class A and class B shares are documented in the articles of association of Telkom.

Share buy-back

During the financial year Telkom bought back 286 ordinary shares at a total consideration of R30,425. The shares were bought back and

cancelled in order to allow Telkom shareholders to participate in the proposed unbundling of Vodacom Group on a one to one basis. This

reduced share capital by R2,860 and retained earnings by R27,565.

During the financial year ended March 31, 2008, Telkom bought back 12,071,344 ordinary shares at a total consideration of

R1,647 million. This reduced share capital by R121 million and retained earnings by R1,526 million.

During the financial year ended March 31, 2007, Telkom bought back 12,089,371 ordinary shares at a total consideration of

R1,596 million. This reduced share capital by R120 million, share premium by R1,342 million and retained earnings by R134 million.

Capital management

Refer to note 13 for detailed capital management disclosure.





2007 2008 2009Rm Rm Rm

23. TREASURY SHARE RESERVE (1,774) (1,638) (1,517)

This reserve represents amounts paid by Telkom to Rossal No 65 (Proprietary) Limited and Acajou Investments (Proprietary) Limited, subsidiaries, for the acquisition of Telkom’s shares to be utilised in termsof the Telkom Conditional Share Plan (’TCSP’).

At March 31, 2009, 11,646,680 (2008: 10,493,141; 2007: 12,237,016) and 8,143,556 (2008: 10,849,058; 2007: 10,849,058) ordinary shares in Telkom, with a fair value of R1,229 million (2008: R1,377 million; 2007: R2,031 million) and R859 million (2008: R1,423 million; 2007: R1,801 million) are held as treasury shares by its subsidiaries Rossal No 65 (Proprietary) Limited and Acajou Investments (Proprietary) Limited, respectively.

The shares held by Rossal No 65 (Proprietary) Limited and Acajou Investments (Proprietary) Limited are reserved for issue in terms of the Telkom Conditional Share Plan (’TCSP’).

The reduction in the number of treasury shares is due to 1,552,029 (2008: 1,743,785; 2007: 450,505) shares that vested in terms of the TCSP during the year.

The fair value of these shares at the date of vesting was R228 million (2008: R301 million; 2007: R63 million).

24. SHARE-BASED COMPENSATION RESERVEThis reserve represents the cumulative grant date fair value of the equity-settled share-based payment transactions recognised in employee expenses during the vesting period of the equity instruments granted to employees in terms of the Telkom Conditional Share Plan (refer to note 30).

No consideration is payable on the shares issued to employees, but performance criteria will have to be met in order for the granted shares to vest. The ultimate number of shares that will vest may differ based on certain individual and Telkom performance conditions being met. The related compensation expense is recognised over the vesting period of shares granted, commencing on the grant date.

The following table illustrates the movement within the share-based compensation reserve:Balance at beginning of year 151 257 643 Net increase in equity 106 386 433

Employee cost 141 522 554 Vesting and transfer of shares (35) (136) (121)

Balance at end of year 257 643 1,076

At March 31, 2009 the estimated total compensation expense to be recognised over the vesting period was R1,824 million (2008:R2,151 million; 2007: R580 million), of which R554 million (2008: R522 million; 2007: R141 million) was recognised in employeeexpenses for the year.





2007 2008 2009

Rm Rm Rm

25. NON-DISTRIBUTABLE RESERVES 1,413 1,292 1,758

Opening balance 1,128 1,413 1,292

Transferred to disposal groups (4)

Movement during the year 285 (121) 470

Foreign currency translation reserve (net of taxation of R6 million

(2008: R6 million; 2007: R4 million) 46 521 (181)

Minority put option – (661) 661

Revaluation of an available-for-sale investment (net of taxation of R1 million) – 8 –

Available-for-sale financial asset

Life fund reserve (cell captive) 239 11 (10)

The balance comprises: 1,413 1,292 1,758

Foreign currency translation reserve (58) 463 286

Cell captive reserve 1,471 1,482 1,472

Available-for-sale investment – 8 –

Minority put option – (661) –

The Group has a consolidated cell captive, used as an investment to fund

Telkom’s post-retirement medical aid liability.

The earnings from the cell captive are recognised in the income statement

and then transferred to non-distributable reserves.

Gains and losses from changes in the fair value of available-for-sale

investments are recognised directly in equity until the financial asset

is disposed of.

26. RETAINED EARNINGS 26,499 27,310 28,852

Opening balance 22,904 26,499 27,310

Movement during year 3,729 2,337 1,542

Net profit for the year 8,646 7,975 4,171

Transfer to non-distributable reserves (refer to note 25) (239) (11) 10

Premium on acquisition of minority interest in Multi-Links – – 667

Dividend declared (refer to note 35) (4,678) (5,627) (3,306)

Shares bought back (refer to note 22) (134) (1,526) –

The balance comprises: 26,499 27,310 28,852

Company 21,906 22,484 24,323

Joint venture 4,762 5,697 6,132

Subsidiaries 786 428 223

Eliminations (955) (1,299) (1,826)





2007 2008 2009Rm Rm Rm

27. MINORITY INTEREST 284 522 853


Movement during the year (17) 238 331

Reconciliation: 284 522 853

Balance at beginning of year 301 284 522

Share of earnings 203 197 77

Acquisition of subsidiaries and minority interests (68) 77 –

Foreign currency translation reserves 14 29 16

Dividend declared (166) (65) (33)

Broad-based black economic empowerment transaction in Vodacom – – 271

28. INTEREST-BEARING DEBTNon-current interest-bearing debt 4,338 9,403 10,653

Total interest-bearing debt (refer to note 13) 10,364 15,733 18,275

Gross interest-bearing debt 12,549 17,839 19,851

Discount on debt instruments issued (2,185) (2,106) (1,576)

Less: Current portion of interest-bearing debt (6,026) (6,330) (7,622)

Local debt (5,772) (6,001) (7,546)

Locally registered Telkom debt instruments (4,432) – (2,000)

Commercial paper bills (1,339) (3,401) (5,546)

Short-term interest-free loans (1) – –

Call borrowings – (2,600) –

Foreign debt (193) (202) (40)

Finance leases (61) (124) (36)

Licence obligation – (3) –





2007 2008 2009Rm Rm Rm

28. INTEREST-BEARING DEBT (continued)Total interest-bearing debt is made up as follows: 10,364 15,733 18,275

(a) Local debt 8,131 12,923 16,660

Locally registered Telkom debt instruments 6,786 8,164 11,106

Name, maturity, rate p.a., nominal valueTK01, 2009, 10%, RNil (2008: RNil;

2007: R4,680 million) 4,432 – –TL12, 2012, 12.45%, R1,060 million (2008: RNil;

2007: RNil) – – 1,059 TL15, 2015, 11.9%, R1,160 million (2008: RNil;

2007: RNil) – – 1,159 TL20, 2020, 6%, R2,500 million (2008: R2,500 million;

2007: R2,500 million) 1,246 1,283 1,325 PP02, 2010, 0%, R430 million (2008: R430 million;

2007: R430 million) 264 304 349 PP03, 2010, 0%, R1,350 million (2008: R1,350 million;

2007: R1,350 million) 844 977 1,131 Call borrowings, 2009, 11.58%, RNil (2008: R2,600 million;

2007: RNil) – 2,600 –Term loans, 2010, 9.67%, R2,000 million (2008: R3,000 million;

2007: RNil) – 3,000 2,000 Syndicated loans, 2014, 11.46%, R4,100 million (2008: RNil;

2007: RNil) – – 4,083

Total interest-bearing debt is made up of R18,275 million debt at amortised cost (2008: R15,733 million debt at amortised cost; 2007: R10,266 million debt at amortised cost and R98 million debt at fair value through profit and loss).

Local bondsThe local Telkom bonds are unsecured, but a Side letter to the Subscription Agreement (as amended) of the TL20 bond contains a number of restrictive covenants, which, if not met, could result in the early redemption of the loan. The local bonds limit Telkom’s ability to create encumbrances on revenue or assets, and secure any indebtedness without securing the outstanding bonds equally and rateably with such indebtedness. The Term loan agreements limit Telkom’s ability to encumber, cede, assign, sell or otherwise dispose of a material portion of its assets without prior written consent of the Lenders, which will not be unreasonably withheld. The syndicated loan agreement contains restrictive covenants as well as restrictions on encumbrances, disposals, Group guarantees and Group loans.

Commercial paper bills 1,339 4,202 5,546 Rate p.a., nominal value2009, 11.44% (2008: 11.71%; 2007: 9.04%), R5,559 million (2008: R4,383 million; 2007: R1,350 million)

Asset Backed Arbitraged Securities (Proprietary) Limited – 500 –Licence obligation – 47 –Other debt 6 10 8





2007 2008 2009Rm Rm Rm

28. INTEREST-BEARING DEBT (continued)(b) Foreign debt 1,013 1,643 629

Maturity, rate p.a., nominal value 106 141 138

Euro: 2010 – 2025, 0.10% – 0.14% (2008: 0.10% – 0.14%;

2007: 0.10% – 0.14%), e11 million (2008: e11 million;

2007: e11 million)

Interest-bearing debt held in Vodacom disposal group 907 957 –

The local and foreign debt, for both the non-current and current portion,

is disclosed in note 9.2 in the disposal group.

Zenith Bank – 45 –

Multi-Links Telecommunications Limited took out a loan with Zenith Bank.

The original loan amounted to US$14 million against which full repayments

were made in 2009. The loan bore interest at LIBOR plus 3.5%.

FCMB loan – 87 –

Multi-Links Telecommunications Limited took out a FCMB loan.The original

loan amounted to naira 1,500 million against which full repayments were

made in 2009. The loan bore interest at 13%.

Export Development Bank of Canada – 82 157

Multi-Links Telecommunications Limited has a long-term funding facility in

place with Export Development Bank of Canada (EDC), through First Bank

of Nigeria plc. The original funding amounted to US$18 million against

which US$1,6 million repayments were made.The loan bears interest

at LIBOR plus 1.25%, and will be fully repaid during 2013.

Huawei Vendor Financing Facility (‘VFF’) – 319 323

Multi-Links Telecommunications Limited entered into a Bridge Financing

Agreement with Huawei Tech Investment Co. Limited for the supply of

telecommunications equipment and services. The original funding amounted

to US$41.6 million against which repayments of US$5 million have

already been made. The loan bears interest at LIBOR plus 2% and will

be repaid by 2012. The above arrangement is temporary until financing

facilities are obtained from China Development Bank.

PTA Bank and Barclays Bank – 12 11

Africa Online Group has taken out a loan with PTA Bank and Barclays

Bank to the value of US$1.5 million in total. Of this amount US$0.8 million

bears interest at LIBOR plus 6% and the remaining US$0.4 million bears

interest at 11.5%.

(c) Finance leases 1,220 1,167 986

The finance leases are secured by buildings with a carrying value of

R152 million (2008: R174 million; 2007: R197 million) and office

equipment with a book value of R6 million (2008: R14 million;

2007: R6 million) (refer to note 11). These amounts are repayable within

periods ranging from 1 to 12 years. Interest rates vary between 13.43%

and 37.78%.





2007 2008 2009Rm Rm Rm

28. INTEREST-BEARING DEBT (continued)Included in non-current and current debt is:Debt guaranteed by the South African Government 4,537 141 138 Telkom may issue or re-issue locally registered debt instruments in terms of the Post Office Amendment Act 85 of 1991. The borrowing powers of Telkom are set out as per note 21.

Repayments/refinancing of current portion of interest-bearing debtTelkom issued new local bonds, the TL12 and TL15 with a nominal value of R1,060 million and R1,160 million respectively and entered into Syndicated loan agreements with a nominal value of R4,100 million during the current year. Commercial Paper Bills with a nominal value of R11,025 million were issued and Commercial Paper debt with a nominal value of R9,849 million was repaid during the current year.

The repayment/refinancing of R7,622 million of the current portion of interest-bearing debt will depend on the market circumstances at the time of repayment.

Management believes that sufficient funding facilities will be available at the date of repayment/refinancing.

29. PROVISIONS 1,443 1,675 1,875

Employee related 3,005 3,186 3,169

Annual leave 413 438 428

Balance at beginning of year 356 413 438 Transferred to disposal groups – – (67)Charged to employee expenses 66 44 72 Leave paid (9) (19) (15)

Post-retirement medical aid (refer to note 30) 1,139 1,356 1,745

Balance at beginning of year 2,607 1,139 1,356 Interest cost 286 322 428 Current service cost 83 84 95 Expected return on plan asset (188) (257) (223)Actuarial loss 149 129 157 Termination settlement – – (5)Plan asset – initial recognition (1,720) – –Contributions paid (78) (61) (63)

Telephone rebates (refer to note 30) 282 287 325

Balance at beginning of year 198 282 287 Interest cost 19 22 39 Current service cost 4 3 6 Past service cost 76 2 2 Actuarial loss 5 – 14 Benefits paid (20) (22) (23)

Bonus 1,090 992 671

Balance at beginning of year 1,071 1,090 992 Transferred to disposal groups – – (397)Charged to employee expenses 965 797 577 Payment (946) (895) (501)





2007 2008 2009Rm Rm Rm

29. PROVISIONS (continued)Long-term incentive provision 81 113 –

Balance at beginning of year 61 81 113 Transferred to disposal groups – – (113)Charged to employee expenses 21 41 –Payment (1) (9) –

Non-employee related 533 670 856

Supplier dispute (refer to note 39) 527 569 664

Balance at beginning of year – 527 569

Charged to expenses 527 42 95

Warranty provision – – –

Balance at beginning of year 16 – –

Provision utilised (16) – –

Other 6 101 192

Less: Current portion of provisions (2,095) (2,181) (2,150)

Annual leave (402) (417) (425)

Post-retirement medical aid (186) (186) (227)

Telephone rebates (26) (26) (29)

Bonus (911) (921) (654)

Supplier dispute (527) (569) (664)

Other (43) (62) (151)

Annual leave

In terms of Telkom’s policy, employees are entitled to accumulate vested leave benefits not taken within a leave cycle, to a cap of 22 days

which must be taken within an 18 month leave cycle. The leave cycle is reviewed annually and is in accordance with legislation.

Bonus

The Telkom bonus scheme consists of performance bonuses which are dependent on achievement of certain financial and non-financial

targets. The bonus is to all qualifying employees payable bi-annually after Telkom’s results have been made public.

Supplier dispute

Telkom provided R664 million (2008: R569 million; 2007: R527 million) for its estimate of the probable liability as discussed in note 39.

The net movement in the provision of R95 million consists of finance charges and fair value movements.

Other

Included in other provisions is an amount provided for asset retirement obligations and the onerous lease obligation recognised in Telkom

Media.





30. EMPLOYEE BENEFITSThe Group provides benefits for all its permanent employees through the Telkom Pension Fund and the Telkom Retirement Fund. Membership

of one of the funds is compulsory. In addition, certain retired employees receive medical aid benefits and a telephone rebate. The liabilities

for all of the benefits are actuarially determined in accordance with accounting requirements each year. In addition, statutory funding

valuations for the retirement and pension funds are performed at intervals not exceeding three years.

At March 31, 2009, the Group employed 25,445 employees (2008: 33,616; 2007: 33,047).

Actuarial valuations were performed by qualified actuaries to determine the benefit obligation, plan asset and service costs for the pension

and retirement funds for each of the financial periods presented.

The Telkom Pension Fund

The Telkom Pension Fund is a defined benefit fund that was created in terms of the Post Office Amendment Act 85 of 1991.

The latest actuarial valuation performed at March 31, 2009 indicates that the pension fund is in a surplus position of R94 million after

unrecognised losses. The recognition of the surplus is limited due to the application of the asset limitation criteria in IAS19 (revised).

With effect from July 1, 1995, the Telkom Pension Fund was closed to new members. During the year ended March 31, 2007, a settlement

event occurred in the Telkom Pension Fund whereby 106 members were transferred to the Telkom Retirement Fund.

The funded status of the Telkom Pension Fund is disclosed below:

2007 2008 2009Rm Rm Rm


The net periodic pension costs includes the following components:

Interest and service cost on projected benefit obligations 22 21 21


Recognised actuarial loss/(gain) 9 (16) –


Asset limitation – 29 39

Net periodic pension expense recognised 33 5 29

Pension fund contributions (refer to note 5.1) 8 5 (1)

The status of the pension plan obligation is as follows:

At beginning of year 281 205 204

Interest and service cost 22 21 21

Employee contributions 2 2 2

Benefits paid (2) (3) (5)

Settlements (70) (15) (22)

Actuarial gain (28) (6) (1)

Benefit obligation at end of year 205 204 199

Plan assets at fair value:


Expected return on plan assets 19 27 28


Contributions 10 8 2


Actuarial gain/(loss) 75 10 (67)

Plan assets at end of year 284 311 247





2007 2008 2009Rm Rm Rm

30. EMPLOYEE BENEFITS (continued)The Telkom Pension Fund (continued)

Present value of funded obligation 205 204 199

Fair value of plan assets (284) (311) (247)

Fund surplus (79) (107) (48)

Unrecognised net actuarial gain/(loss) 25 23 (46)

Fund surplus (54) (84) (94)


Recognised net asset (54) (55) (55)


Actuarial return/(loss) on plan assets 75 10 (67)

Actual return/(loss) on plan assets 94 37 (39)

Principal actuarial assumptions were as follows:

Discount rate (%) 7.5 9.0 8.7

Yield on government bonds (%) 7.5 9.0 8.7

Long-term return on equities (%) 10.5 11.0 12.0

Long-term return on cash (%) 5.5 7.0 7.5

Expected return on plan assets (%) 9.7 9.8 10.5

Salary inflation rate (%) 6.0 7.5 7.2

Pension increase allowance (%) 2.9 4.3 4.0

The overall long-term expected rate of return on assets is 10.5%. This is

based on the portfolio as a whole and not the sum of the returns of

individual asset categories. The expected return takes into account the

asset allocation of the Telkom Pension Fund and expected long-term

return of these assets, of which South African equities and bonds

are the largest contributors.

The assumed rates of mortality are determined by reference to the

SA85-90 (Light) Ultimate table, as published by the Actuarial Society

of South Africa, for pre-retirement purposes and the PA(90) Ultimate

table, minus one year age rating as published by the Institute and

Faculty of Actuaries in London and Scotland, for retirement purposes.

Funding level per statutory actuarial valuation (%) 100.0 100.0 100.0

The number of employees registered under the Telkom Pension Fund 153 146 123

The fund portfolio consists of the following:

Equities (%) 74 54 57

Bonds (%) 5 5 25

Cash (%) 3 23 3

Foreign investments (%) 16 18 15

Insurance policies (%) 2 – –

The total expected contributions payable to the pension fund for the next financial year are R1 million.





30. EMPLOYEE BENEFITS (continued)The Telkom Retirement Fund

The Telkom Retirement Fund was established on July 1, 1995 as a hybrid defined benefit and defined contribution plan. Existing employees

were given the option to either remain in the Telkom Pension Fund or to be transferred to the Telkom Retirement Fund. All pensioners of the

Telkom Pension Fund and employees who retired after July 1, 1995 were transferred to the Telkom Retirement Fund. Upon transfer the

government ceased to guarantee the deficit in the Telkom Retirement Fund. Subsequent to July 1, 1995 further transfers of existing employees

occurred.

The Telkom Retirement Fund is a defined contribution fund with regard to in-service members. On retirement, an employee is transferred

from the defined contribution plan to a defined benefit plan. Telkom, as a guarantor, is contingently liable for any deficit in the Telkom

Retirement Fund. Moreover, all of the assets in the fund, including any potential excess, belong to the participants of the scheme. Telkom

is unable to benefit from the excess in the form of future reduced contributions or refunds.

Telkom guarantees any actuarial shortfall of the pensioner pool in the retirement fund. This liability is initially funded through assets of the

retirement fund. The latest actuarial valuation performed at March 31, 2009 indicates that the retirement fund is in a surplus funding position

of R1,549 million after unrecognised losses.

The Telkom Retirement Fund is governed by the Pension Funds Act 24 of 1956. In terms of section 37A of this Act, the pension benefits

payable to the pensioners cannot be reduced. If therefore the present value of the funded obligation were to exceed the fair value of plan

assets. Telkom would be required to fund the statutory deficit.

The information presented below is intended only to comply with the disclosure requirements of IAS19 (revised) and not to suggest that

Telkom has a potential asset with regard to this fund.

The funded status of the Telkom Retirement Fund is disclosed below:

2007 2008 2009Rm Rm Rm

The Telkom Retirement Fund

The net periodic retirement costs include the following components:



Recognised actuarial gain (145) – –

Net periodic pension expense not recognised (asset limitation) (322) (193) (180)

Retirement fund contributions (refer to note 5.1) 439 460 460

Benefit obligation:

At beginning of year 4,377 6,581 7,101

Interest 312 493 616

Benefits paid (486) (488) (520)

Liability for new pensioners 44 14 143

Actuarial loss/(gain) 2,334 501 (636)

Benefit obligation at end of year 6,581 7,101 6,704




Benefits paid (486) (488) (520)

Asset backing new pensioners’ liabilities 44 14 143

Actuarial gain/(loss) 1,641 118 (1,735)

Plan assets at end of year 7,661 7,991 6,675





2007 2008 2009Rm Rm Rm

30. EMPLOYEE BENEFITS (continued)The Telkom Retirement Fund (continued)

Present value of funded obligation 6,581 7,101 6,704

Fair value of plan assets (7,661) (7,991) (6,675)

Fund (surplus)/deficit (1,080) (890) 29

Unrecognised net actuarial loss (96) (478) (1,578)

Unrecognised net asset (1,176) (1,368) (1,549)


Actuarial gain/(loss) on plan assets 1,641 118 (1,735)

Actual gain/(loss) on plan assets 2,130 804 (939)

Included in the fair value of plan assets is:

Office buildings occupied by Telkom 371 596 619

Telkom bonds 21 10 –

Telkom shares 284 141 132

The Telkom Retirement Fund invests its funds in South Africa and internationally.

Twelve fund managers invest in South Africa and five of these managers

specialise in trades with bonds on behalf of the Retirement Fund. The

international investment portfolio consists of global equity and hedged funds.

2007 2008 2009








The overall long-term expected rate of return on assets is 10.7%. This is based on the portfolio as a whole and not the sum of the returns

of individual asset categories. The expected return takes into account the asset allocation of the Retirement Fund and expected long-term

return on these assets, of which South African equities, foreign investments and South African index-linked bonds are the largest contributors.





2007 2008 2009







Funding level per statutory actuarial valuation (%) 100 100 100

The number of pensioners registered under the Telkom Retirement Fund 14,451 14,255 13,617

The number of in-service employees registered under the Telkom

Retirement Fund 25,766 24,939 23,389


Equities (%) 59 70 55

Property (%) 2 2 –

Bonds (%) 19 11 5

Cash (%) 7 1 5


Index linked (%) – – 15

The total expected pension benefit payments for the year ending March 31, 2010 are R541,000.

Medical benefits

Telkom makes certain contributions to medical funds in respect of current and retired employees. The scheme is a defined benefit plan. The

expense in respect of current employees’ medical aid is disclosed in note 5.1. The amounts due in respect of post-retirement medical

benefits to current and retired employees have been actuarially determined and provided for as set out in note 29. Telkom has terminated

future post-retirement medical benefits in respect of employees joining after July 1, 2000.

There are three major categories of members entitled to the post-retirement medical aid: pensioners who retired before 1994 (Pre-94); those

who retired after 1994 (Post-94); and the in-service members. The Post-94 and the in-service members’ liability is subject to a Rand cap,

which increases annually with the average salary increase.

Eligible employees must be employed by Telkom until retirement age to qualify for the post-retirement medical aid benefit. The most recent

actuarial valuation of the benefit was performed as at March 31, 2009.

Telkom has allocated certain investments to fund this liability as set out in note 14.





2007 2008 2009Rm Rm Rm

30. EMPLOYEE BENEFITS (continued)Medical benefits (continued)

Medical aid

Benefit obligation:





Termination settlement – – (5)

Benefits paid from plan assets (94) (125) (141)

Contributions paid by Telkom (78) (61) (63)



At beginning of year – 1,961 1,929

Plan asset – initial recognition 1,720 – –



Actuarial gain/(loss) 147 (164) (393)




Funded status 2,423 2,921 3,792

Unrecognised net actuarial loss (1,284) (1,565) (2,047)

Liability as disclosed in the balance sheet (refer to note 29) 1,139 1,356 1,745


Actuarial return on plan assets 147 (164) (393)

Actual return on plan assets 335 93 (170)

2007 2008 2009

Principal actuarial assumptions were as follows:Discount rate (%) 7.5 9.0 8.7



Medical inflation rate (%) 6.5 8.0 7.7

The assumed rates of mortality are determined by reference to the SA85-90

(Light) Ultimate table, as published by the Actuarial Society of South Africa,

for pre-retirement purposes and the PA(90) Ultimate table, minus one year

age rating as published by the Institute and Faculty of Actuaries in London

and Scotland, for retirement purposes.

Contractual retirement age 65 65 65

Average retirement age 60 60 60

Number of members 17,119 15,526 13,883

Number of pensioners 8,494 8,430 8,397





30. EMPLOYEE BENEFITS (continued)Medical benefits (continued)The valuation results are extremely sensitive to changes in the underlying assumptions. The following table provides an indication of theimpact of changing some of the valuation assumptions above:

The Trudon benefit obligation of R21 million has been excluded from the sensitivity analysis below.

Current assumption Decrease IncreaseRm Rm Rm

Medical cost inflation rate 7.7% -1.0% +1.0%

Benefit obligation 5,389 (736) 921 Percentage change (13.7)% 17.1%

Service cost and interest cost 2009/2010 555 (84) 108 Percentage change (15.1)% 19.5 %

Discount rate 8.7% -1.0% +1.0%

Benefit obligation 5,389 933 (734)Percentage change 17.3% (13.6)%

Service cost and interest cost 2009/2010 555 46 (37)Percentage change 8.3% (6.7)%

Post-retirement mortality rate PA(90) Ultimate-1 -10.0% +10.0%

Benefit obligation 5,389 221 (197)Percentage change 4.1% (3.7)%

Service cost and interest cost 2009/2010 555 23 (20)Percentage change 4.1% (3.6)%

2007 2008 2009

The fund portfolio consists of the following:Equities (%) 59 56 30Bonds (%) 3 2 2Cash and money market investments (%) 21 33 10Foreign investments (%) 9 9 9Insurance policies (%) 8 – 49

Telephone rebatesTelkom provides telephone rebates to its pensioners. The most recent actuarial valuation was performed as at March 31, 2009. Eligible employees must be employed by Telkom until retirement age to qualify for the telephone rebates. The scheme is a defined benefit plan.

2007 2008 2009Rm Rm Rm

The status of the telephone rebate liability is disclosed below:Benefit obligation opening balance 251 307 443 Service cost 4 3 6 Interest cost 19 22 39 Actuarial (gain)/loss (39) 133 19 Amendments 93 – –Benefits paid (21) (22) (23)

Present value of unfunded obligation 307 443 484 Unrecognised net actuarial loss and service cost* (25) (156) (159)

Liability as disclosed in the balance sheet (refer to note 29) 282 287 325

* The major increase in 2008 is attributable to the change in the rebate inflation rate.





2007 2008 2009

30. EMPLOYEE BENEFITS (continued)Telephone rebates (continued)



Rebate inflation rate (%) 0.0 4.0 4.0



The assumed rates of mortality are determined by reference

to the PA(90) Ultimate table, minus one year age rating as

published by the Institute and Faculty of Actuaries

in London and Scotland.



Telkom Conditional Share Plan

Telkom’s shareholders approved the Telkom Conditional Share Plan at the January 2004 Annual General Meeting. The scheme covers both

operational and management employees and is aimed at giving shares to Telkom employees, at a RNil exercise price, at the end of the

vesting period. The vesting period for the operational employees shares awarded in 2004 and 2005 is 0% in year one, 33% in each of

the three years thereafter, while the shares allocated in 2006 and 2007 together with management shares vest fully after three years.

Although the number of shares awarded to employees will be communicated at the grant date, the ultimate number of shares that vest may

differ based on certain performance conditions being met (refer to note 24).

The Telkom Board approved the fourth enhanced allocation of shares to employees as at September 24, 2007, with a grant date of

September 27, 2007, the day that the employees and Telkom shared a common understanding of the terms and conditions of the grant.

A total number of 6,089,810 shares were granted.

The Board has also approved an enhanced allocation for the November 2006 grant on September 4, 2007 with a grant date of

September 27, 2007. The number of additional shares granted with regard to the 2006 allocation is 4,966,860 shares.

The weighted average remaining vesting period for the shares outstanding as at March 31, 2009 is 0.71 years (2008: 1.25 years;

2007: 1.75 years).

2007 2008 2009

The following table illustrates the movement of the maximum number of

shares that will vest to employees for the August 2004 grant:

Outstanding at beginning of the year 2,414,207 1,883,991 420,590

Granted during the year 1,212 252 –

Forfeited during the year (80,923) (43,790) (3,985)

Vested during the year (450,505) (1,419,863) (416,605)

Outstanding at end of the year 1,883,991 420,590 –

The following table illustrates the movement of the maximum number of

shares that will vest to employees for the June 2005 grant:

Outstanding at beginning of the year 1,930,687 1,864,041 1,435,387

Granted during the year 1,005 3,469 52,954


Vested during the year – (323,946) (1,135,424)

Outstanding at end of the year 1,864,041 1,435,387 307,729





2007 2008 2009

30. EMPLOYEE BENEFITS (continued)Telkom Conditional Share Plan (continued)

The following table illustrates the movement of the maximum

number of shares that will vest to employees for the

November 2006 grant:

Outstanding at beginning of the year – 1,773,361 1,640,980

Granted during the year 1,825,488 833 –


Outstanding at end of the year 1,773,361 1,640,980 1,508,366


number of shares that will vest to employees relating to

the additional November 2006 grant:

Outstanding at beginning of the year – – 4,812,305

Granted during the year – 4,984,693 25,775

Forfeited during the year – (172,388) (389,357)

Outstanding at end of the year – 4,812,305 4,448,723


number of shares that will vest to employees for the

September 2007 grant:





The fair value of the shares granted have been calculated by an actuary using Black-Scholes-Merton model and the following values at

grant date:

August 8, June 23, November 2, September 4,

2004 2005 2006 2007

Grant Grant Grant Grant

Market share price (R) 77.50 111.00 141.25 173.00

Dividend yield (%) 2.60 3.60 3.50 3.50

2007 2008 2009

The principal assumptions used in calculating the

expected number of shares that will vest

are as follows:

Employee turnover (%) 5 5 9

Meeting specified performance criteria (%) 100 100 75





30. EMPLOYEE BENEFITS (continued)The amounts for the current and previous four years are as follows:

2005 2006 2007 2008 2009Rm Rm Rm Rm Rm

Telkom Pension FundDefined benefit obligation (186) (281) (205) (204) (199)Plan assets 231 243 284 311 247

Surplus/(deficit) 45 (38) 79 107 48 Asset limitation – – – (29) (39)Unrecognised actuarial loss/(gain) 89 118 (25) (23) 46

Unrecognised/recognised net asset 134 80 54 55 55

Experience adjustment on assets – – 75 10 (67)Experience adjustment on liabilities – – 25 (6) 1

Telkom Retirement FundDefined benefit obligation (4,020) (4,377) (6,581) (7,101) (6,704)Plan assets 4,477 5,973 7,661 7,991 6,675

Surplus/(deficit) 457 1,596 1,080 890 (29)Unrecognised actuarial gain/(loss) 312 (742) 96 478 1,578

Unrecognised net asset 769 854 1,176 1,368 1,549

Experience adjustment on assets* – – 1,641 118 (1,735)Experience adjustment on liabilities* – – 1,234 485 (645)

Medical benefitsDefined benefit obligation (3,079) (3,904) (4,384) (4,850) (5,410)Plan assets – – 1,961 1,929 1,618

Deficit (3,079) (3,904) (2,423) (2,921) (3,792)Unrecognised actuarial loss 649 1,297 1,284 1,565 2,047

Liability recognised (2,430) (2,607) (1,139) (1,356) (1,745)

Experience adjustment on assets – – 147 (164) (393)Experience adjustment on liabilities – – 28 193 246

Telephone rebatesDefined benefit obligation (177) (251) (307) (443) (484)Unrecognised actuarial (gain)/loss (2) 53 25 156 159

Liability recognised (179) (198) (282) (287) (325)

Experience adjustment on liabilities – – (25) 2 2

The experience adjustments on asset and liabilities for each of the financial periods ended March 31, 2005 and 2006 have not beendisclosed due to the fact that it was impractical to determine the information.

* During the March 31, 2007 year end Telkom actuaries performed a full valuation while for the March 31, 2006 year end a roll forward method was

used, as permitted under IAS19, to determine the present value of the benefit obligation and the fair value of the plan assets using the March 31, 2005

statutory valuation as a base applying the relevant assumptions determined by management to arrive at the present value of the benefit obligation, and

the fair value of the plan assets.

This change in estimate resulted in a movement to the actuarial loss of R700 million and the fair value of the plan assets of R350 million in respect of the

March 31, 2007 estimates. The remaining R1,291 million is a result of the actual investment returns exceeding the expected return for the March 31, 2007

year end.





2007 2008 2009Rm Rm Rm

31. TRADE AND OTHER PAYABLES 7,237 8,771 5,538

Trade payables 5,511 6,768 2,955

Finance cost accrued 22 39 156

Accruals and other payables 1,704 1,964 2,427

Accruals and other payables mainly represent amounts payable for

goods received, net of Value Added Taxation obligations.

32. RECONCILIATION OF PROFIT FOR THE YEAR TO CASH GENERATED FROM OPERATIONS*

Cash generated from operations 20,520 21,256 20,394


Finance charges and fair value movements 1,125 1,803 3,765

Taxation 4,731 4,704 3,681

Investment income (235) (197) (216)

Interest received from debtors (190) (257) (273)

Non-cash items 6,582 6,930 10,292

Depreciation, amortisation, impairment and write-offs 5,315 6,130 8,155

Cost of equipment disposed when recognising finance leases 240 88 71

Increase in provisions 1,107 857 1,387

Profit on disposal of property, plant and equipment and intangible assets (29) (147) (29)

Vodacom broad-based black economic empowerment charge – – 691

Profit on disposal of investment and subsidiaries (52) – –

Loss on disposal of property, plant and equipment and intangible assets 1 2 17

(Increase)/decrease in working capital (342) 101 (1,102)

Inventories (393) (354) (1,130)

Accounts receivable (758) (784) (812)

Accounts payable 809 1,239 840

33. FINANCE CHARGES PAID* (1,115) (1,077) (2,164)

Finance charges per income statement (1,125) (1,803) (3,765)

Non-cash items 10 726 1,601

Movements in interest accruals (119) 101 105

Net discount amortised 409 568 698

Capitalised finance leases – – 178

Capitalised foreign exchange – – 38

Fair value adjustment (338) (243) 183

Unrealised gain 58 300 399

* Cash flows includes the cash flows related to assets held for sale and disposal groups.





2007 2008 2009Rm Rm Rm

34. TAXATION PAID* (5,690) (4,277) (3,947)

Taxation payable at beginning of year (1,549) (74) (314)

Current taxation (excluding deferred taxation) (3,545) (3,807) (3,412)

Foreign currency translation reserve – (32) 2

Business combinations – – 2

Secondary taxation on companies (670) (678) (425)

Taxation payable at end of year 74 314 200

Reconciliation of net taxation liability at end of year** (74) (314) (200)

Income taxation receivable 520 9 125

Continuing operations 520 9 91

Disposal groups – – 34

Income taxation payable (594) (323) (325)

Continuing operations (594) (323) (50)

Disposal groups – – (275)

* Cash flows includes the cash flows related to assets held for sale and disposal groups.

** The split income taxation receivable and income taxation payable was split in 2009 to disclose the effect of the discontinued operations.

35. DIVIDEND PAID (4,784) (5,732) (3,336)

Dividend payable at beginning of year (4) (15) (20)

Declared during the year – Dividend on ordinary shares: (4,678) (5,627) (3,306)

Final dividend for 2006: 500 cents (2,599) – –

Special dividend for 2006: 400 cents (2,079) – –

Final dividend for 2007: 600 cents – (3,069) –

Special dividend for 2007: 500 cents – (2,558) –

Final dividend for 2008: 660 cents – – (3,306)

Dividends paid to minority interest (117) (110) (33)

Dividend payable at end of year 15 20 23





36. ACQUISITION AND DISPOSALS OF SUBSIDIARIES, JOINT VENTURES AND MINORITY INTERESTS36.1 Acquisitions

By Telkom 2007 2008 2009

Rm Rm Rm

Multi-Links Telecommunications Limited (Multi-Links Telecommunications) (25%)

Telkom International (Proprietary) Limited acquired 75% of the issued

share capital of Multi-Links Telecommunications Limited from Kenston

Investment Limited on May 1, 2007. Telkom also granted Kenston the

irrevocable right and option (put option) to require Telkom to acquire all

of the shares held by Kenston (25% shareholding) in Multi-Links, at any

time during the 90 day period following the second anniversary of the

effective date. On initial recognition, a liability of R661 million,

representing the higher of the transaction share price and the fair value,

was recognised under non-current other financial liabilities.

A corresponding debit was recognised in non-distributable reserves.

The put option was exercised on January 21, 2009 for R1,328 million

(US$130 million at US$1 = R10.2188). The liability was derecognised

and a corresponding credit consisting of R661 million reversal of equity

and R667 million relating to changes in the fair value of the put option

subsequent to initial recognition, was recognised directly in equity.

Put option – – 1,328

Africa Online Limited (Africa Online)

On February 23, 2007 Telkom acquired a 100% shareholding of Africa

Online from African Lakes Corporation for a total cost of R150 million,

with a resulting goodwill of R145 million.

Africa Online is an internet service provider active in Cote d’Ivoire, Ghana,

Kenya, Namibia, Swaziland, Tanzania, Uganda, Zambia and Zimbabwe.

Africa Online is incorporated in the Republic of Mauritius.

At acquisition date the company was not IFRS compliant and thus no fair

value information based on IFRS was available.

The process of calculating a fair value of the identified assets, liabilities

and contingent liabilities has been finalised.

The fair value of the assets and liabilities acquired were determined as follows:

Fair value of intangible assets (licences R1 million, brand R42 million) 43 – –

Less: Deferred taxation raised on intangible assets (12) – –

Less: Net liabilities acquired (excluding fair value of intangible assets) (26) – –

Fair value of net assets acquired 5 – –

Goodwill 145 – –

Purchase price 150 – –

The goodwill has been allocated to the various cash-generating units (’CGU’) representative of the countries in which Africa Online Limited

operates.





2007 2008 2009Rm Rm Rm

36. ACQUISITION AND DISPOSALS OF SUBSIDIARIES, JOINT VENTURES AND MINORITY INTERESTS (continued)

36.1 Acquisitions (continued)By the Group’s subsidiariesMulti-Links Telecommunications Limited (’Multi-Links Telecommunications’) (75%)On May 1, 2007 Telkom acquired a 75% shareholding in Multi-Links Telecommunications through Telkom International, a wholly owned South African subsidiary, for a total cost of R1,985 million.

Multi-Links Telecommunications is a Nigerian Private Telecommunications Operator with a Unified Access Licence providing fixed, mobile, data, long distance and international telecommunications services throughout Nigeria. Multi-Links is domiciled and incorporated in Nigeria.

The purchase price allocation was completed during the 2008 financial year, and has resulted in goodwill being adjusted.

The following intangible assets were identified and valued at the end of the year:

Customer relationship – 61 –Licence – 36 –Brand – 105 –

Fair value of intangible assets – 202 –

The fair value of the assets and liabilities acquired were determined as follows:Net assets acquired (excluding fair value of intangible assets) – 236 –Fair value of intangible assets – 202 –Less: Contingencies recognised – (35) –Less: Deferred taxation raised on intangible assets – (65) –

Fair value of net assets acquired – 338 –Less: Minority interest – (80) –Goodwill – 1,727 –

Purchase price* – 1,985 –

* The purchase price was settled in cash.

Disposal group By the Group’s 50% joint venture, VodacomStorage Technology Services (Proprietary) Limited – – 69 Gateway – – 2,846 Smartphone SP (Proprietary) Limited and subsidiaries 168 468 –Smartcom (Proprietary) Limited 4 9 –Africell Cellular Services (Proprietary) Limited 40 – –InterConnect s.p.r.l 10 – –Cointel VAS (Proprietary) Limited 73 – –

DisposalsBy the Group’s 50% joint venture, VodacomIthuba Smartcall (Proprietary) Limited – – –Stand 13 Eastwood Road Dunkeld (Proprietary) Limited – 8 –





37. UNDRAWN BORROWING FACILITIES AND GUARANTEES37.1 Rand denominated facilities and guarantees

Telkom has general banking facilities of R6,226 million. The facilities are unsecured, when drawn bear interest at a rate linked to prime,

have no specific maturity date and are subject to annual review. R3,000 million of these undrawn facilities were committed.

37.2 Foreign denominated facilities and guarantees

2007 2008 2009

Guarantor Details Beneficiary Rm Rm Rm

Telkom SA Limited Punctual payment and performance by Various US$3 million – 23 26

Africa Online under the Trade Finance (2008:

Facility Agreement to various banks US$3 million)

First Bank of Nigeria plc Guarantee on lending facility from Export Nortel Networks US$18 million – 147 171

(on behalf of Multi-links Bank of Canada to Nortel Networks for Canada (2008:

Telecommunications the purchase of Telecommunications US$18 million)

Limited) equipment phases – 9a, 9b, 9c and 9d

Zenith Bank plc (on Guarantee payment to Gilat Satcom Gilat Satcom US$0.1 million – 1 1

behalf of Multi-links Limited in respect of interconnect Limited (2008:

Telecommunications service (standby letter of credit) US$0.1 million)

Limited)

Zenith Bank plc (on Support the bid award of the contract NCC US$0.1 million – 1 1

behalf of Multi-links for the submission of the proposal to (2008:

Telecommunications provide wire to Nigerian Telecommuni- US$0.1 million)

Limited) cations Services

Zenith Bank plc (on Issued in favour of Huawei Technology Huawei US$31 million – 250 294

behalf of Multi-links Investment Company Limited for the Technology (2008:

Telecommunications supply of core telecommunications Investment US$31 million)

Limited) services Company

Limited

Zenith Bank plc (on Issued in favour of Huawei Technology Huawei US$11 million – 88 104

behalf of Multi-links Investment Company Limited for the Technology (2008:

Telecommunications supply of core telecommunications Investment US$11 million)

Limited) services Company

Limited

– 510 597

Disposal group

Rand denominated facilities and guarantees

The Group exposure is 50% of the following items:

Vodacom has Rand denominated credit facilities totalling R15,675 million with R12,335 million utilised as at March 31, 2009. The

facilities that are uncommitted can also be utilised for loans to foreign entities and are subject to review at various dates (usually on an

annual basis). Certain of the facilities are still subject to the Group’s final acceptance.





37. UNDRAWN BORROWING FACILITIES AND GUARANTEES (continued)37.2 Foreign denominated facilities and guarantees

Rand denominated facilities and guarantees (continued)2007 2008 2009

Guarantor Details Beneficiary Rm Rm Rm

Vodacom (Proprietary) All guarantees individually less than Various 3 2 2 Limited R2 million

Vodacom Service All guarantees individually less than Various 3 3 2 Provider Company R2 million(Proprietary) Limited

Vodacom Service Guarantee in respect of receipt of SA Insurance 27 32 35 Provider Company independent intermediaries of premiums Association (Proprietary) Limited on behalf of short-term insurers and for benefit

Lloyd’s underwriters, and relating to of insurersshort-term insurance business carried on in RSA. Renewable annually

Smartcom (Proprietary) Guarantees for salary bank account Various 3 – –Limited and debit orders

Cointel VAS (Proprietary) Guarantees for operating lease Various 1 – –Limited and debit orders

Vodacom (Proprietary) Letter of undertaking in respect of land Attorneys 7 17 33 Limited

Vodacom Properties Lease guarantees Various – – 3 No.2 (Proprietary) Limited

44 54 75

The Group exposure is 50% of the following items:Vodacom Congo (RDC) s.p.r.l. has various facilities of US$31 million which was fully utilised as at March 31, 2009. VodacomInternational Limited has a revolving term loan of US$180 million which was fully utilised at March 31, 2009. Vodacom Lesotho(Proprietary) Limited has overdraft facilities with various banks of M25 million of which M13 million was utilised at March 31, 2009.Vodacom Tanzania Limited has medium-term loans for US$47 million and TZS54,000 million of which US$40 million and TZSNil wasutilised at March 31, 2009. Foreign currency term facilities are predominantly US Dollar based, at various maturities and are utilised forbridging and short-term working capital needs.

2007 2008 2009Guarantor Details Beneficiary Rm Rm Rm

Vodacom Group Guarantees issued for the obligation of Standard Bank US$180 million 1,312 1,463 1,735 (Proprietary) Limited Vodacom International Limited’s term plc and RMB (2008:

loan facility*# International US$180 million;(Dublin) Limited 2007:

US$180 million)

1,312 1,463 1,735

* Foreign denominated guarantees amounting to R1,735 million (2008: R1,463 million; 2007: R1,312 million) issued in support of Vodacom Congo (RDC)

s.p.r.l. are included as liabilities in the disposal group held for sale.

# The Group is in compliance with the covenants attached to the term loan facility.

Companies within the Group have provided the following guarantees:Vodacom (Proprietary) Limited provides an unlimited guarantee for borrowings entered into by Vodacom Group (Proprietary) Limited.





2007 2008 2009Rm Rm Rm

38. COMMITMENTSCapital commitments

Capital commitments authorised 11,167 15,198 7,928

Fixed-line 7,000 7,000 6,991

Mobile 4,159 5,211 –


Other 8 2,632 90

Commitments against authorised capital expenditure 1,099 3,504 1,393

Fixed-line 506 652 539

Mobile 591 800 –


Other 2 1,697 7

Authorised capital expenditure not yet contracted 10,068 11,694 6,535

Fixed-line 6,494 6,348 6,452

Mobile 3,568 4,411 –

Multi-Links – – –

Other 6 935 83

Capital commitments comprise commitments for property, plant and

equipment and software included in Intangible assets.

Management expects these commitments to be financed from

proceeds of the Vodacom sale.

2010 FIFA World Cup commitments

The FIFA World Cup commitment is an executory contract which requires Telkom to develop the fixed-line components of the necessary

telecommunications infrastructure needed to broadcast this event to the world. This encompasses the provisioning of the fixed-line

telecommunications related products and services and, where applicable, the services of qualified personnel necessary for the planning,

management, delivery, installation and de-installation, operation, maintenance and satisfactory functioning of these products and services.

Furthermore as a National Supporter. Telkom owns a tier 3 sponsorship that grants Telkom a package of advertising, promotional and

marketing rights that are exercisable within the borders of South Africa. Telkom entered into a barter transaction in return for which it has

an outstanding commitment to FIFA of R243 million (2008: R260 million) as at March 31, 2009. This has been recognised in intangible

assets (note 12) and has been included in the disclosure note.

Total <1 year 1 – 5 years >5 years

Rm Rm Rm Rm

Operating lease commitments and receivables

2009

Land and buildings 583 290 281 12

Rental receivable on buildings (271) (99) (170) (2)

Vehicles 1,137 261 876 –

Equipment 15 6 9 –

Customer premises equipment receivables (87) (48) (39) –

Total 1,377 410 957 10





38. COMMITMENTS (continued)Total <1 year 1 - 5 years >5 years

Rm Rm Rm Rm

Operating lease commitments and receivables (continued)2008Land and buildings 2,061 341 913 807 Rental receivable on buildings (266) (94) (169) (3)Transmission and data lines 709 134 490 85 Vehicles 1,444 233 1,211 –Equipment 13 10 3 –Sport and marketing contracts 680 282 395 3 Customer premises equipment receivables (84) (45) (39) –

Total 4,557 861 2,804 892

2007Land and buildings 1,465 289 771 405 Rental receivable on buildings (269) (91) (174) (4)Transmission and data lines 262 68 159 35 Vehicles 573 568 5 –Equipment 23 6 17 –Sport and marketing contracts 441 164 275 2 Customer premises equipment receivables (57) (30) (27) –

Total 2,438 974 1,026 438

Customer premises equipment receivableThe disclosed information relates to those arrangements which were assessed to be operating leases in terms of IAS17.

Operating leasesThe Group leases certain buildings, vehicles and equipment. The majority of the lease terms negotiated for equipment-related premises are10 years with other leases signed for five and three years. The majority of the leases contain an option clause entitling Telkom to renewthe lease agreements for a period usually equal to the main lease term.

The minimum lease payments under these agreements are subject to annual escalations, which range from 6% to 15%.

Penalties in terms of the lease agreements are only payable should Telkom vacate a premises and negotiate to terminate the leaseagreement prior to the expiry date, in which case the settlement payment will be negotiated in accordance with the market conditions ofthe premises. Future minimum lease payments under operating leases are included in the above note. Onerous leases for buildings, ofwhich Telkom has no further use, no possibility of sub-lease and no option to cancel, are provided for in full and included in other provisions(refer to note 29).

The master lease agreement for vehicles was for a period of five years and then extended for an additional three years which resulted inthe lease expiring on March 31, 2008. During August 2007 new terms were negotiated and approved and as a result the operatinglease commitments for vehicles are based on the new agreement which expires on March 31, 2013.

In accordance with this agreement Telkom is not allowed to lease any similar vehicle as specified in the contract from any other serviceprovider during the five year period except for the rentals at airport which are utilised in cases of subsistence and travel as well as vehicleswhich are not part of the agreement.

The agreement is structured to have no lease increases on vehicles that are continually leased from the lessor. If a vehicle is, however,replaced by a new similar vehicle, the lease costs of the newest vehicle will increase by the Consumer Price Index. All leased vehicles are,however, subject to any variance in the interest rate fluctuations and are adjusted as and when the adjustments are announced by the SouthAfrican Reserve Bank. The leases of individual vehicles are renewed annually.

The master lease agreements for office equipment are with two suppliers with initial periods of 36 months effective from November 25,2005. Upon expiry of the initial lease agreement on November 25, 2008, an extension of the lease was negotiated until November 24,2009. In terms of these agreements the leases of individual equipment shall be valid for 36 months at a fixed fee for the entire period.





38. COMMITMENTS (continued)Total <1 year 1 – 5 years >5 years

Rm Rm Rm Rm

Finance lease commitments2009BuildingMinimum lease payments 1,654 113 546 995 Finance charges (822) (112) (426) (284)

Finance lease obligation 832 1 120 711

EquipmentMinimum lease payments 7 5 2 –Finance charges (2) (1) (1) –

Finance lease obligation 5 4 1 –

VehiclesMinimum lease payments 187 47 140 –Finance charges (38) (15) (23) –


2008BuildingMinimum lease payments 2,198 257 791 1,150 Finance charges (1,031) (152) (496) (383)

Finance lease obligation 1,167 105 295 767

EquipmentMinimum lease payments 16 4 12 –Finance charges (2) – (2) –


VehiclesMinimum lease payments 242 48 194 –Finance charges (59) (20) (39) –


2007BuildingMinimum lease payments 2,412 227 853 1,332 Finance charges (1,198) (166) (540) (492)

Finance lease obligation 1,214 61 313 840

EquipmentMinimum lease payments 6 – 6 –Finance charges – – – –

Finance lease obligation 6 – 6 –

Finance leasesFinance leases on vehicles relates to the lease of Swap bodies. The lease term for the Swap bodies is April 2008 to April 2013.

A major portion of the finance leases relates to the sale and lease-back of the Group’s office buildings. The lease term negotiated for thebuildings is for a period of 25 years ending 2019. The minimum lease payments are subject to an annual escalation of 10% p.a. Telkomhas the right to sublet part of the buildings. In case of breach of contract, the lessor is entitled to cancel the lease agreement and claimdamages.

Finance leases on equipment mainly relates to office equipment. The lease term negotiated for the finance leases is for a period of threeyears ending in 2011.





2007 2008 2009Rm Rm Rm

39. CONTINGENCIESThird parties 28 27 18

Fixed-line 19 18 18

Mobile 4 4 –

Multi-Links – – –

Other 5 5 –

Third parties

These amounts represent sundry disputes with suppliers that are not individually significant and that the Group does not intend to settle.

Supplier dispute

Telcordia instituted arbitration proceedings against Telkom in March 2001 before a single arbitrator of the International Court of Arbitration,

operating under the auspices of the International Chamber of Commerce. Telcordia is seeking to recover approximately US$130 million

for monies outstanding and damages, plus costs and interest at a rate of 15.5% per year which was increased by Telcordia to

US$172 million in the 2007 financial year and subsequently decreased to US$128 million in the 2008 financial year. The arbitration

proceeding relates to the cancellation of an agreement entered into between Telkom and Telcordia during June 1999 for the development

and supply of an integrated end-to-end customer assurance and activation system by Telcordia.

In September 2002, the arbitrator found that Telkom had wrongfully repudiated the contract and a partial award was issued by the

arbitrator in favour of Telcordia. Telkom subsequently filed an application in the South African High Court to review and set aside the partial

award. On November 27, 2003, the South African High Court set aside the partial award and issued a cost order in favour of Telkom.

On May 3, 2004, the South African High Court dismissed an application by Telcordia for leave to appeal and ordered Telcordia to pay

the legal costs of Telkom.

On November 29, 2004 the Supreme Court of Appeals granted Telcordia leave to appeal. Telcordia filed a notice of appeal and also

petitioned the United States District Court for the District of Columbia to confirm the partial award, which petition was dismissed, along

with a subsequent appeal. Following the dismissal of the appeal, Telcordia filed a similar petition in the United States District Court of New

Jersey. The United States District Court of New Jersey also dismissed Telcordia’s petition, reaffirming the decision of the United States District

Court of Columbia. Telcordia appealed this dismissal, which was later dismissed by the Appeals Court of New Jersey.

The appeal by Telcordia in the Supreme Court of Appeals was set down for and heard on October 30 and October 31, 2006. Following

the successful upholding of the appeal, Telkom filed an application for leave to appeal to the Constitutional Court on only the issue revolving

around the Supreme Court of Appeals’ failure to recognise Telkom’s rights of access to the courts under the South African Arbitration Act.

The Constitutional Court has since dismissed Telkom’s appeal with costs. The Constitutional Court judgment brought finality to the dispute

over the merits of Telcordia’s claim against Telkom and the parties reconvened the arbitration in May 2007 to deal with the amount of

damages to which Telcordia is entitled.

Two hearings were held at the International Dispute Resolutions Centre (IDRC). The first hearing was held in London on May 21, 2007

and was a ’directions hearing’, in terms of which the parties consented to a ruling by the arbitrator setting out a consolidated list of

proposals and issues to form part of the damages hearing.

The second hearing was held in London at the IDRC on June 25 and 26, 2007 and dealt with the application by Telcordia for the striking

out of part of Telkom’s defence on the basis that Telkom had raised issues in its defence that had already been heard by the arbitrator prior

to his partial award. This application was dismissed by the arbitrator. The arbitrator also made a ruling compelling Telcordia to provide

certain particulars requested by Telkom with regard to the claims by Telcordia. In his ruling, the arbitrator also set out a list of issues for

determination of the damages.





39. CONTINGENCIES (continued)Supplier dispute (continued)The mediation took place in London in February and April of 2008 without success. In the interim the parties agreed to the appointmentby the arbitrator of a third party expert to deal with the technical issues in relation to the software that was required to be provided byTelcordia, who will make a recommendation to the arbitrator in dealing with the amount of the claims. A further hearing was held beforethe arbitrator in October 2008 during which the arbitrator permitted Telkom to amend its statement of defence. Further hearings were heldbefore the software expert in November 2008 and he has made his report available.

The parties have now agreed that the whole question of “integration” of the software will be done at an experts only hearing (no lawyers)before Mr P Burns, a software expert in Johannesburg during October 2009. The hearings before the software expert will have an impacton the quantum of the other claims. The arbitrator has confirmed that the final hearing will be from January 25 to February 10, 2010, inJohannesburg.

Although Telkom is currently unable to predict the exact amount that it may eventually be required to pay Telcordia, it has made provisionsfor estimated liabilities in respect of the Telcordia claim in the sum of US$70 million (R664 million), including interest and legal fees. Telkomwill be required to fund any payments to Telcordia from cash flows or the incurrence of debt and the amount of any damages aboveTelkom’s provision would increase Telkom’s liabilities and decrease its net profit, which could have a material adverse effect on its financialcondition, cash flows and results of operations.

A provision has been raised based on management’s best estimate of the probable payments in this regard.

2007 2008 2009Rm Rm Rm

Supplier dispute liability included in current portion of provisions 527 569 664*

The provision has not increased from March 31, 2007, except for foreign exchange movements.* US$70 million (2008: US$70 million; 2007: US$70 million).

Competition CommissionTelkom is party to a number of legal and arbitration proceedings filed by parties with the South African Competition Commission alleginganti-competitive practices described below. If Telkom were found to have committed prohibited practices as contained in the CompetitionAct, 1998, as amended. Telkom could be required to cease these practices, divest these businesses and be fined a penalty of up to 10%of Telkom’s annual turnover, excluding the turnover of subsidiaries and joint ventures, for each complaint for the financial years prior to thedates of the complaints. The Competition Commission has to date not imposed the maximum penalty on any offender.

On July 31, 2008, Telkom received a summons issued by the Competition Commission requesting information in connection withinvestigations being conducted by the Competition Commission into five complaints against Telkom described in greater detail below by theInternet Service Association, MWEB, Internet Solutions and Verizon SA Limited. The summons was subsequently withdrawn by the CompetitionCommission following an agreement with Telkom in a co-operative process with the Competition Commission as part of the CompetitionCommission’s ongoing investigations into these complaints. The investigation is expected to be finalised in the 2009 calendar year.

As competition continues to increase, Telkom expects that we will become involved in an increasing number of disputes regarding thelegality of services and products provided by Telkom and third parties. These disputes may range from court lawsuits to complaints lodgedby or against Telkom with various regulatory bodies. Telkom is currently unable to predict the amount that it may eventually be required topay in these proceedings. However, Telkom has not included provisions for any of these claims in our financial statements. In addition,Telkom might need to spend substantial amounts defending or prosecuting these claims even if it is ultimately successful. If Telkom is requiredto cease these practices, divest from the relevant businesses or pay significant fines, Telkom’s business and financial condition could bematerially and adversely affected and its revenue and net profit could decline. Telkom may be required to fund any penalties or damagesfrom cash flows or drawings on our credit facilities, which could cause its indebtedness to increase.

Independent Cellular Services Provider Association of South Africa (ICSPA)In 2002, the ICSPA filed a complaint against Telkom at the Competition Commission in terms of the Competition Act, alleging that Telkomhad entered into contracts with large corporations, providing large discounts with the effect of discouraging the corporates from using the’premicell’ device installed by their members. ICSPA also alleged various contraventions of the Competition Act by Telkom. Telkom providedthe Competition Commission with certain information requested. Telkom also referred the Competition Commission to its High Courtapplication in respect of utilisation of the ’premicell’ device. The Competition Commission declined to refer the matter to the CompetitionTribunal. ICSPA then referred the matter to the Competition Tribunal on September 18, 2003. Telkom filed its answering affidavit onNovember 28, 2003. ICSPA has taken no further action since then.





39. CONTINGENCIES (continued)Competition Commission (continued)

The South African Value Added Network Services (SAVA)

On May 7, 2002, the South African Value Added Network Services Providers’ Association, an association of VANS providers, filed

complaints against Telkom at the Competition Commission of the Republic of South Africa under the South African Competition Act, 89 of

1998, alleging, among other things, that Telkom was abusing its dominant position in contravention of the Competition Act, 89 of 1998,

and that it was engaged in price discrimination. The Competition Commission determined, among other things, that several aspects of

Telkom’s conduct contravened the Competition Act, 89 of 1998, and referred certain of the relevant complaints to the Competition Tribunal

for adjudication. The referred complaints deal with Telkom’s alleged refusal to provide telecommunications facilities to certain VANS

providers to construct their networks, refusal to lease access facilities to VANS providers, provision of bundled and cross subsidised

competitive services with monopoly services, discriminatory pricing with regard to leased line services and alleged refusal to peer with

certain VANS providers.

Telkom brought an application for review against the Competition Commission and the Competition Tribunal in the South African High

Court, in respect of the decision by the Competition Commission to refer the matters to the Competition Tribunal. Telkom is of the view that

the Competition Tribunal does not have jurisdiction to adjudicate these matters and argued that ICASA has the requisite jurisdiction. In the

review application, Telkom also sought to set aside the decision by the Competition Commission to refer the complaints to the Competition

Tribunal on the basis that the Competition Commission was biased, that the referral was out of time and that the Competition Commission

had not adhered to the memorandum of understanding between it and ICASA. Only the Competition Commission opposed the application

and filed an answering affidavit.

The main complaint at the Competition Commission was held over pending the outcome of the review application.

The application for review was heard on April 24 and 25, 2008. The South African High Court judge set aside the decision of the

Competition Commission to refer the SAVA complaints and the Omnilink complaint against Telkom discussed below to the Competition

Tribunal. The decision was made based on three grounds, namely that:

• the Competition Commission failed to comply with the peremptory provisions of the memorandum of understanding between the

Competition Commission and ICASA;

• the referral was out of time, on the basis that the agreements with the complainants to extend the time which the Competition Commission

was allowed to investigate the complaints were invalid; and

• the Competition Commission’s reliance on a report by the Link Centre created reasonable apprehension of bias, since some of the

complainants contribute financially to the Link Centre and the Link Centre’s advisory board includes employees of the complainants in

the SAVA complaints.

The judge did not make a decision on the question of jurisdiction (ie, whether ICASA or the Competition Tribunal has the jurisdiction to

deal with competition matters in the electronic communications industry).

On July 3, 2008 the Competition Commission filed an application for leave to appeal the decision of the High Court on the basis that the

judge erred on the issue of bias as well as his finding that issues surrounding the extension of time to investigate the issues constitutes a

ground for review. Telkom then filed an application for leave to cross-appeal on July 11, 2008. The main basis of Telkom’s cross-appeal

is that Telkom believes that the judge erred in failing to make a decision as to whether ICASA or the Competition Commission and

Competition Tribunal should deal with this type of complaint. The application for leave to appeal as well as the application for leave to

cross-appeal were granted by the Pretoria High Court on October 9, 2008. The parties are attending to the filing of the record of

proceedings before the High Court as well as the parties’ heads of argument, after which the Registrar of the Supreme Court of Appeal

will inform the parties of the date for the hearing. The main complaint before the Competition Tribunal will continue to be held over pending

the outcome of the appeal and cross-appeal.

This matter is not expected to be finalised within the 2010 financial year.






Omnilink

On August 22, 2002 Omnilink filed a complaint against Telkom at the Competition Commission alleging that Telkom was abusing its

dominance by discriminating in its price for Diginet services as against those charged to VANS and the price charged to customers who

apply for a Telkom VPN solution. The Competition Commission conducted an enquiry and subsequently referred the complaint, together

with the SAVA complaint, to the Competition Tribunal for adjudication. This matter is currently being dealt with together with the SAVA matter

discussed previously.

Orion/Telkom (Standard Bank and Edcon): Competition Tribunal

In April 2003, Orion filed a complaint against Telkom, Standard Bank and Edcon at the Competition Commission concerning Telkom’s

discounts offered on public switched telecommunication services to corporate customers. In terms of the rules of the Competition

Commission, the Competition Commission, who acts as an investigator, had one year to investigate the complaint. Orion, simultaneously

with the filing of the complaint, also filed an application against Telkom, Standard Bank and Edcon at the Competition Tribunal, for an

interim order interdicting and restraining Telkom from offering Orion’s corporate customers reduced rates associated with Telkom’s Cellsaver

discount plan.

The Competition Commission completed its investigation and decided that there was no prima facie evidence of any contravention of the

Competition Act. Orion however referred the matter to the Competition Tribunal in terms of section 51 of the Competition Act, which allows

for parties to refer matters to the Competition Tribunal themselves. Telkom has not yet filed its answering affidavit in the main complaint

before the Competition Tribunal. To date there have been no further developments on this matter.

The Internet Service Providers Association (ISPA)

In December 2005, the ISPA, an association of ISPs, filed complaints against Telkom at the Competition Commission regarding alleged

anti-competitive practices on the part of Telkom. The complaints deal with the cost of access to SAIX, the prices offered by TelkomInternet,

the alleged delay in provision of facilities to ISPs and the alleged favourable installation timelines offered to TelkomInternet customers. The

Competition Commission has formally requested Telkom to provide it with certain records of orders placed for certain services, in an attempt

to first investigate the latter aspects of the complaint. Telkom provided the Competition Commission with the information.

MWEB and Internet Solutions (IS)

On June 29, 2005, MWEB and Internet Solutions, or IS, jointly lodged a complaint with the Competition Commission against Telkom and

also requested interim relief at the Competition Tribunal. The complaint at the Competition Commission mainly deals with Telkom’s pricing

for ADSL retail products and its IP Connect products, the termination of the peering link between Telkom and IS, the wholesale pricing of

SAIX bandwidth for ADSL users of other internet service providers, the architecture of Telkom’s ADSL access route and the manner in which

internet service providers can only connect to Telkom’s edge service router via IP Connect as well as alleged excessive pricing for bandwidth

on Telkom’s international undersea cable. The application for interim relief at the Competition Tribunal dealt with allegations that Telkom

should maintain the peering link between IS and Telkom in terms of its current peering agreement, and demanded that Telkom treat the

traffic generated by ADSL customers of MWEB as traffic destined for the peering link and that Telkom upgrade its peering link to

accommodate the increased ADSL traffic emanating from MWEB and maintain a maximum of 65% utilisation. Telkom filed its answering

affidavit, and is awaiting IS and MWEB’s replying affidavit.

Since then, Telkom has entered into a new peering agreement with IS and has responded to numerous documentation and information

requests from the Competition Commission. To date neither MWEB nor IS has filed a replying affidavit in the interim relief application.






MWEB

On June 5, 2007, MWEB brought an application against Telkom for interim relief at the Competition Tribunal with regard to the manner

in which Telkom provides wholesale ADSL internet connections. MWEB requested the Competition Tribunal to grant an order of interim

relief against Telkom to charge MWEB a wholesale price for the provision of ADSL internet connections which is not higher than the lowest

retail price. MWEB further applied for an order that Telkom implement the migration of end customers from Telkom PSTS ADSL access to

MWEB without interruption of the service. Telkom raised the objection that the Competition Tribunal does not have jurisdiction to hear the

matter in its answering affidavit filed at the Competition Tribunal. Telkom still had to “plead over” as to the merits of the matter. Telkom also

filed an application in the Transvaal Provincial Division of the South African High Court on July 3, 2007 for an order declaring that the

Competition Tribunal does not have jurisdiction to hear the application for interim relief made to it by MWEB.

The application before the High Court was set down for hearing during the first quarter of the 2009 financial year. The parties however

entered into settlement negotiations, which resulted in the withdrawal of the interim relief application at the Competition Tribunal by MWEB

as well as a withdrawal of the jurisdictional challenge filed at the South African High Court by Telkom. The parties are in further

negotiations.

Verizon SA Limited (Verizon)

Verizon filed a complaint against Telkom on March 22, 2007 alleging that Telkom charges an excessive price on services rendered to

Verizon thereby inducing Verizon’s customers not to deal with Verizon, engages in exclusionary conduct through “margin squeeze” in

offering prices to end-users which are lower than the prices at which it sells rights of access to its infrastructure on a wholesale basis to

Verizon, and that Telkom engages in price discrimination against Verizon.

Internet Solutions (IS)

IS filed a complaint against Telkom at the Competition Commission during December 2007. The complaint alleges abusive conduct by

Telkom. IS specifically alleges that Telkom is charging excessive prices that bear no reasonable relation to the economic value of the goods

or services, that Telkom has raised the wholesale cost to downstream competitors, while also reducing the downstream retail price to clients;

engaging in margin squeeze, that Telkom has introduced a series of bundled products (namely Telkom Closer Products) that limit the ability

of rivals in particular markets to compete effectively, and Telkom is offering discriminatory prices in relation to a number of infrastructural

and service items that IS is compelled to purchase from Telkom.

While that complaint was being investigated by the Competition Commission IS brought an application to the Competition Commission

for interim relief requesting: that Telkom be ordered to charge IS a wholesale price for telecommunication facilities to provide virtual private

network services to its customers no higher than the lowest retail price for such connection charged to Telkom’s VPN Supreme customers

and ordering that the costs of the application be paid by Telkom.

Telkom opposed the application of by IS at the Competition Tribunal although it is unable to finalise its opposing papers due to difficulties

associated with the manner in which IS claimed confidentiality over the application. No further activity has taken place with regard to the

interim relief application to date.






Telecom and Broadcasting (Proprietary) Limited (Maredi)

Maredi

Maredi served a notice of motion on Telkom, Ericsson SA and Telsaf Data (Pty) Ltd on January 8, 2009. The matter relates to a tender

published by Telkom for the supply of point-to-point split mount microwave equipment. Maredi, Telsaf, Ericsson and a fourth company,

Mobax, were shortlisted. The tender was awarded by Telkom to Telsaf and Ericsson.

Maredi applied for a court order, with a court hearing date set for February 3, 2009, requesting that the court prevent Telkom from entering

into a contract with Ericsson and Telsaf or either party, and from ordering goods or services from Ericsson and Telsaf pursuant to the tender.

Maredi also requested an order that the court review and set aside the award of the tender to Telsaf and Ericsson or either of the

aforementioned parties, and refer the tender back to Telkom in order for Telkom to reconsider its award. Maredi alleged that there were

certain irregularities in the tender process in that Telkom did not follow fair procedures by failing to comply with its own mandatory

procedural requirements, that Telkom acted arbitrarily and in bad faith, that Telkom was biased in favour of Ericsson and that Ericsson should

have been disqualified as it failed to meet Telkom’s critical criteria as set out in the tender.

Numerous allegations in the application, including accusations against certain members of the Procurement Review Council and allegations

by Maredi of compliance by them to the technical critical criteria, were refuted by Telkom. Telkom and Ericsson opposed the application

and filed their respective opposing affidavits. Telsaf did not oppose the application. The matter was ultimately set down for hearing on

February 20, 2009 and Maredi’s application was dismissed with costs. However, Maredi is proceeding with a review application in the

ordinary course and Telkom is opposing the application.

Telkom is not currently able to predict when these disputes may be resolved or the amount that Telkom may eventually be required to pay,

however, Telkom has not included provisions for all of these claims in our consolidated financial statements. In addition, Telkom may need

to spend substantial amounts defending or prosecuting these claims even if Telkom is ultimately successful. If Telkom were to lose these or

future legal and arbitration proceedings, Telkom could be prohibited from engaging in certain business activities and could be required to

pay substantial penalties and damages, which could cause Telkom’s revenue and net profit to decline and have a material adverse impact

on the business and financial condition. Telkom may be required to fund any penalties or damages from cash flows or drawings on our

credit facilities, which could cause Telkom’s indebtedness to increase.

Telkom is party to various additional proceedings and lawsuits in the ordinary course of our business, which management does not believe

will have a material adverse impact.

Negative working capital ratio

At each of the financial years ended March 31, 2009, 2008 and 2007 the Group had a negative working capital ratio. A negative

working capital ratio arises when current liabilities are greater than current assets. Current liabilities are intended to be financed from

operating cash flows, new borrowings and borrowings available under existing credit facilities.





40. DIRECTORS’ INTERESTSST Arnold, RJ Huntley, E Spio-Garbrah, KST Matthews and VB Lawrence, five of Telkom’s Board members, are the South African

Government’s representatives on Telkom’s Board of directors. At March 31, 2009, the Government held 39.76% (2008: 39.42%; 2007:

38.83%) of Telkom’s shares.

B Molefe is a Public Investment Corporation (PIC) representative on Telkom’s Board of directors. As at March 31, 2009 the PIC held

15.63% (2008: 15.23%, 2007: 15.27%) of Telkom’s shares.

Beneficial Non-beneficial

Direct Indirect Direct Indirect

Directors’ shareholding (Number of shares)

2009

Executive

RJ September 90,815 1,820 – –

PG Nelson 19,182 –

Total 109,997 1,820 – –

Non-executive

PG Joubert – 15,000 – –

D Barber – 1,200 – –

– 16,200 – –

2008

Executive

RJ September 7,155 – – –

Total 7,155 – – –

Non-executive

At March 31, 2008 there were no non-executive directors’ shareholdings.

2007

Non-executive

TF Mosololi 455 – – –

Total 455 – – –

The directors’ shareholding changed between the balance sheet date and the date of issue of the financial statements and this has been

reflected in the above information.

2007 2008 2009

Rm Rm Rm

Directors’ emoluments 7 36 20

Executive

For services as directors 4 31 15

Non-executive






40. DIRECTORS’ INTEREST (continued)Directors’ emoluments (continued)

Performance Fringe andFees Remuneration bonus other benefits Total

R R R R R

2009Emoluments per director:Non-executive 5,028,084 – – – 5,028,084

ST Arnold 1,030,000 – – – 1,030,000 B du Plessis 498,000 – – – 498,000 PSC Luthuli 642,000 – – – 642,000 KST Matthews 441,000 – – – 441,000 B Molefe 159,551 – – – 159,551 AG Rhoda 124,001 – – – 124,001 RJ Huntley 533,000 – – – 533,000 Dr E Spio-Garbrah** 622,750 – – – 622,750 Dr VB Lawrence** 359,000 – – – 359,000 DD Barber 293,667 – – – 293,667 PG Joubert 302,778 – – – 302,778

Executive – 4,530,912 2,289,947 7,848,357 14,669,216

RJ September CEO* – 3,555,800 1,841,396 7,430,452 12,827,648 PG Nelson CFO* – 975,112 448,551 417,905 1,841,568

Total emoluments – paid by Telkom 5,005,747 4,530,912 2,289,947 7,848,357 19,674,963


ST Arnold 1,124,373 – – – 1,124,373 B du Plessis 393,967 – – – 393,967 MJ Lamberti – – – – – PSC Luthuli 502,117 – – – 502,117 TD Mahloele 357,684 – – – 357,684 KST Matthews 501,217 – – – 501,217 TF Mosololi 174,960 – – – 174,960 M Mostert*** 229,433 – – – 229,433 DD Tabata 250,583 – – – 250,583 YR Tenza 305,633 – – – 305,633 PL Zim 5,333 – – – 5,333 B Molefe 20,497 – – – 20,497 A Rhoda 14,286 – – – 14,286 RJ Huntley 193,833 – – – 193,833 Dr E Spio-Garbrah** 273,841 – – – 273,841 Dr VB Lawrence** 286,176 – – – 286,176

Executive – 14,489,833 3,436,308 13,244,896 31,171,037

R September* – 2,453,757 3,436,308 13,218,772 19,108,837

CEO – 1,016,524 3,436,308 10,438,538 14,891,370 Acting CEO – 1,437,233 – 2,780,234 4,217,467

LRR Molotsane* – 12,036,076 – 26,124 12,062,200






40. DIRECTORS’ INTEREST (continued)Directors’ emoluments (continued)


R R R R R

2007

Emoluments per director:

Non-executive 2,641,168 – – – 2,641,168

NE Mtshotshisa 463,050 – – – 463,050

ST Arnold 353,719 – – – 353,719

TCP Chikane 32,670 – – – 32,670

B du Plessis 213,367 – – – 213,367

PSC Luthuli 205,417 – – – 205,417

TD Mahloele 166,667 – – – 166,667

KST Matthews 109,643 – – – 109,643

TF Mosololi 214,417 – – – 214,417

M Mostert 232,417 – – – 232,417

DD Tabata 175,367 – – – 175,367

YR Tenza 321,767 – – – 321,767

PL Zim 152,667 – – – 152,667

Executive – 2,272,785 – 1,653,202 3,925,987

LRR Molotsane* – 2,272,785 – 1,653,202 3,925,987

Total emoluments – paid by Telkom 2,641,168 2,272,785 – 1,653,202 6,567,155

*Included in fringe and other benefits is a pension contribution for LRR Molotsane of RNil (2008: R4,690; 2007: R295,462), RJ September of R462,254(2008: R280,261; 2007: RNil) and PG Nelson of R125,765 (2008: RNil; 2007: RNil) at March 31, 2009 paid to the Telkom Retirement Fund.

** Foreign directors.

*** In the absence of an internal corporate finance division, and pending the structuring and staffing thereof, the Telkom Board resolved that it was in the

best interest of the Company and shareholders to deploy the highest quality skills currently resident in Telkom, to evaluate, structure and make

recommendations to the Board on major transactions. During 2008, Dr Mostert led all efforts in this regard and was remunerated accordingly. Moreover,

in compliance with the principles of good governance, the Board took legal advice and established that there was no conflict of interest arising out of

this involvement in the transaction evaluated.





2007 2008 2009Rm Rm Rm

41. SEGMENT INFORMATIONEliminations represent the inter-segmental transactions that have been

eliminated against segment results. The mobile segment represents the

Group’s joint venture Vodacom.

Business segment

Consolidated operating revenue 32,441 33,611 35,940

Fixed-line 32,345 32,572 33,659

Elimination (772) (830) (817)


Other 873 1,040 1,214

Elimination (5) (16) (16)

Discontinued operations 19,178 22,674 26,174

Mobile 20,573 24,089 27,594

Elimination (1,494) (1,519) (1,531)

Other 106 108 123


Consolidated other income 338 472 343



Other 50 61 64

Discontinued operations 46 62 129

Mobile 42 56 119

Other 4 6 10

Consolidated operating expenses 23,028 25,014 29,895

Fixed-line 24,083 24,962 29,849

Elimination (1,505) (1,709) (3,624)


Elimination – 56 469

Other 512 928 801



Mobile 15,185 17,898 21,704

Elimination (745) (805) (876)

Other 77 245 607






2007 2008 2009Rm Rm Rm

41. SEGMENT INFORMATION (continued)Consolidated operating profit 9,751 9,069 6,388

Fixed-line 8,596 8,107 4,334

Elimination 687 793 2,562

Multi-Links – (97) (522)

Elimination – (56) (469)

Other 411 173 477

Elimination 57 149 6


Mobile 5,430 6,247 6,009

Elimination (749) (714) (655)

Other 33 (131) (474)


Consolidated investment income 199 168 181

Fixed-line 3,041 3,975 2,807

Elimination (2,850) (3,832) (2,646)

Multi-Links – 7 5

Other 8 18 15


Mobile 37 27 33

Other – 2 2

Consolidated finance charges 857 1,556 2,843

Fixed-line 857 1,277 1,464

Multi-Links – (4) 1,201


Other – 318 353



Mobile 269 240 921

Other – 7 1

Consolidated taxation 2,803 2,647 1,660

Fixed-line 2,652 2,630 560

Elimination – – 825

Multi-Links – (131) 141

Elimination – – (24)

Other 151 148 158





2007 2008 2009Rm Rm Rm

41. SEGMENT INFORMATION (continued)Discontinued operations 1,928 2,057 2,021

Mobile 1,918 2,055 2,023

Other 10 2 (2)

Minority interests 94 123 26

Multi-Links – 12 (96)

Other 94 111 122


Mobile 109 73 51

Other – 1 –

Profit attributable to equity holders of Telkom 6,196 4,911 2,040

Fixed-line 8,128 8,175 5,117

Elimination (2,163) (3,039) (909)

Multi-Links – 33 (1,763)


Other 174 (386) (141)



Mobile 3,171 3,906 3,047

Elimination (749) (714) (655)

Other 23 (139) (471)


Consolidated assets 57,426 68,259 59,712

Fixed-line 44,224 47,829 54,593

Elimination (1,547) (1,604) (1,167)

Mobile 14,026 16,743 –

Elimination (353) (278) –

Multi-Links – 2,451 5,834


Other 1,188 3,283 1,285

Elimination (112) (165) 27

Disposal group – – 23,215

Mobile 23,412

Elimination (269)

Other 94

Elimination (22)





2007 2008 2009Rm Rm Rm

41. SEGMENT INFORMATION (continued)Investments 1,461 1,499 1,383

Fixed-line 1,621 4,917 10,910

Elimination (341) (3,607) (9,540)

Mobile 181 176 –

Other – 13 13

Disposal group – –

Mobile 194

Other financial assets 259 614 1,202

Fixed-line 230 445 1,200

Mobile 28 169 –

Other 1 – 2

Disposal group

Mobile – – 73

Total assets 59,146 70,372 85,779

Consolidated liabilities 15,951 19,689 14,247

Fixed-line 10,154 11,892 13,002

Elimination (458) (495) (514)



Mobile 7,416 8,871 –

Elimination (1,468) (1,542) –

Other 374 332 165

Elimination (67) (8) 295


Mobile 9,611

Elimination (1,128)

Other 15

Interest-bearing debt 10,364 15,733 18,275

Fixed-line 9,082 13,362 17,704

Mobile 1,278 1,815 –


Other 4 24 21


Mobile 7,052

Other –





2007 2008 2009Rm Rm Rm

41. SEGMENT INFORMATION (continued)Other financial liabilities 229 1,290 228


Mobile 158 204 –

Other 13 919 2

Disposal group

Mobile – – 48

Taxation liabilities 594 323 50

Fixed-line – 7 12

Mobile 556 290 –

Other 38 26 38

Disposal group – – 275

Mobile 275

Other –


Other segment information

Capital expenditure for property, plant and equipment 8,648 10,108 8,725

Fixed-line 5,545 6,044 5,866

Mobile 3,069 2,475 –

Multi-Links – 1,312 2,754

Other 34 277 105


Mobile 2,979

Other 34

Capital expenditure for intangible assets 1,598 1,791 906

Fixed-line 1,049 749 824

Mobile 539 985 –

Multi-Links – – 37

Other 10 57 45

Disposal group – – 590

Mobile 590

Other –

Depreciation and amortisation 3,316 3,621 4,458

Fixed-line 3,298 3,470 4,037



Other 18 32 50






2007 2008 2009Rm Rm Rm

41. SEGMENT INFORMATION (continued)Discontinued operations 1,703 1,980 2,373

Mobile 1,681 1,955 2,341

Other 22 25 32

Impairment and asset write-offs 284 514 822



Other – 229 39


Mobile 12 15 57

Other – – –

Workforce reduction expense – Fixed-line 24 3 8

Geographical segment

Consolidated operating revenue 32,441 33,611 35,940

South Africa 32,428 32,671 33,847

Other African countries 29 956 2,093

Elimination (16) (16) –

Disposal group 19,178 22,674 26,174

South Africa 17,130 19,997 22,298

Other African countries 2,070 2,697 3,932


Consolidated operating profit 9,751 9,069 6,388

South Africa 9,744 9,254 7,435

Other African countries 18 (169) (533)


Disposal group 4,719 5,413 5,089

South Africa 4,622 5,089 4,726

Other African countries 276 414 400


Consolidated assets 59,146 70,372 62,297

South Africa 56,797 63,772 57,056

Other African countries 3,489 8,785 6,101

Eliminations (1,140) (2,185) (860)





2007 2008 2009Rm Rm Rm

41. SEGMENT INFORMATION (continued)Disposal group – – 23,482

South Africa 20,693

Other African countries 9,597

Elimination (6,808)

Capital expenditure for property, plant and equipment and intangible assets 10,246 11,899 9,631

South Africa 9,459 9,780 6,735

Other African countries 787 2,119 2,896


South Africa 2,443

Other African countries 1,213

Elimination (53)

’South Africa’, which is also the country of domicile for Telkom, comprises the segment information relating to Telkom and its South African

subsidiaries as well as Vodacom’s South African-based mobile communications network, the segment information of its service providers is

included in the disposal group.

‘Other African countries’ comprises Telkom’s subsidiaries Africa Online Limited and Multi-Links Telecommunications Limited as well as

Vodacom’s mobile communications network in Tanzania, Lesotho, the Democratic Republic of the Congo and Mozambique.





42. RELATED PARTIESDetails of material transactions and balances with related parties not disclosed separately in the consolidated annual financial statementswere as follows:

2007 2008 2009Rm Rm Rm

With joint venture:Vodacom Group (Proprietary) LimitedRelated party balancesTrade receivables 61 51 61 Trade payables (353) (346) (325)

Related party transactionsRevenue (755) (816) (891)Expenses 1,494 1,525 1,533 Audit fees 3 3 2 Revenue includes interconnect fees and lease and installation of transmission lines.Expenses mostly represent interconnect expenses.

With shareholders:Public Investment CorporationThere were no material transactions between Telkom and thePublic Investment Corporation.

GovernmentRelated party balancesTrade receivables 271 326 386

Related party transactionsRevenue (2,458) (2,623) (2,767)

With entities under common control:Major public entitiesRelated party balancesTrade receivables 59 28 52 Trade payables (6) (25) (3)

The outstanding balances are unsecured and will be settled in cash in the ordinary course of business.

Related party transactionsRevenue (435) (486) (446)Expenses 238 243 212 Rent received (29) (21) (20)Rent paid 27 22 19

Key management personnel compensation:(Including directors’ emoluments)Related party transactionsShort-term employee benefits 116 155 62 Post-employment benefits 4 4 6 Termination benefits – 27 –Equity compensation benefits 8 29 39 Other long-term benefits 17 – –

The fair value of the shares that vested in the current year is R11 million (2008: R12 million; 2007: RNil).

Terms and conditions of transactions with related partiesThe sales to and purchases from related parties of telecommunication services are made at arm’s length prices. Except as indicated above,outstanding balances at the year end are unsecured, interest-free and settlement occurs in cash. Apart from the bank guarantee to theamount not exceeding R23 million provided to Africa Online Limited, there have been no guarantees provided or received for related partyreceivables or payables.





43. INTEREST IN MATERIAL SUBSIDIARIESCountry of incorporation: RSA – Republic of South Africa; TZN – Tanzania; LES – Lesotho; MZ – Mozambique; DRC – Democratic Republicof Congo; MAU – Mauritius; NIG – Nigeria; GUE – Guernsey.

Nature of business: C – Cellular; S – Satellite; MSC – Management services company; PROP – Property company; OTH – Other.

* Dormant at March 31, 2008.

Interest in issued

Issued share capital ordinary share capital

Country of 2007 2008 2009 2007 2008 2009

incorporation % % %

Directory advertising

Trudon (Proprietary) Limited (formerly trading as TDS Directory

Operations (Proprietary) Limited) RSA R100,000 R100,000 R100,000 64.9 64.9 64.9

Other group entities

Rossal No 65 (Proprietary) Limited RSA R100 R100 R100 100 100 100

Acajou Investments (Proprietary) Limited RSA R100 R100 R100 100 100 100

Africa Online Limited MAU US$1,000 US$1,000 US$1,000 100 100 100

Multi-Links Telecommunications Limited NIG – NGN300,000,000 NGN300,000,000 – 75 100

Telkom Management Services (Proprietary) Limited RSA – – R100 – – 100

Intekom (Proprietary) Limited RSA R10,001,000 R10,001,000 R10,001,000 100 100 100

Q-Trunk (Proprietary) Limited RSA R10,001,000 R10,001,000 R10,001,000 100 100 100

Telkom International (Proprietary) Limited RSA R100 R100 R100 100 100 100

The aggregate net loss of the nine subsidiaries is

R2,168 million (2008: R186 million) and profit of

(2007: R564 million)

Disposal group

Telkom Media (Proprietary) Limited RSA R100 R100 R100 100 100 100

Swiftnet (Proprietary) Limited RSA R25,000,000 R5,000,000 R5,000,000 100 100 100

Vodacom has an interest in the following companies

(Group share: 50% of the interest in ordinary share

capital as indicated):

Cellular network operators

Vodacom (Proprietary) Limited (C) RSA R100 R100 R100 100 100 100

Vodacom Lesotho (Proprietary) Limited (C) LES M4,180 M4,180 M4,180 88.3 88.3 88.3

Vodacom Tanzania Limited (C) TZN TZS10,000 TZS10,000 TZS10,000 65 65 65

VM, S.A.R.L. (C) MZ US$60,000,000 US$60,000,000 US$60,000,000 98 90 90

Vodacom Congo (RDC) s.p.r.l. (C) DRC US$1,000,000 US$1,000,000 US$1,000,000 51 51 51

Service providers

Vodacom Service Provider Company (Proprietary) Limited (C) RSA R20 R20 R20 100 100 100

Smartphone SP (Proprietary) Limited (C)* RSA R20,000 R20,000 R20,000 70 100 100

Smartcom (Proprietary) Limited (C)* RSA R1,000 R1,000 R1,000 61.7 100 100

Cointel VAS (Proprietary) Limited (C)* RSA R10,204 R10,204 R10,204 70 100 100

Other significant subsidiaries of the Group’s Joint Venture

Vodacom Service Provider Holdings Company (Proprietary)

Limited (MSC)* RSA R1,020 R1,023 R1,023 100 100 100

Vodacom Satellite Services (Proprietary) Limited (OTH)* RSA R100 R100 R100 100 100 100

GSM Cellular (Proprietary) Limited (OTH)* RSA R1,200 R1,200 R1,200 100 100 100

Vodacom Venture No.1 (Proprietary) Limited (OTH)* RSA R810 R810 R810 100 100 100

Vodacom Equipment Company (Proprietary) Limited (OTH)* RSA R100 R100 R100 100 100 100

Vodacare (Proprietary) Limited* (OTH) RSA R100 R100 R100 100 100 100





43. INTEREST IN MATERIAL SUBSIDIARIES (continued)Interest in issued

Issued share capital ordinary share capital

Country of 2007 2008 2009 2007 2008 2009

incorporation % % %

Vodacom International Holdings (Proprietary) Limited (MSC) RSA R100 R100 R100 100 100 100

Vodacom International Limited (MSC) MAU US$100 US$100 US$100 100 100 100

Vodacom Properties No.1 (Proprietary) Limited (PROP) RSA R100 R100 R100 100 100 100

Vodacom Properties No.2 (Proprietary) Limited (PROP) RSA R1,000 R1,000 R1,000 100 100 100

Stand 13 Eastwood Road Dunkeld West (Proprietary)

Limited (PROP) RSA R100 – – 70 – –

Ithuba Smartcall (Proprietary) Limited (OTH) RSA R100 – – 36.4 – –

Smartcall Smartlife (Proprietary) Limited (OTH) RSA R100 – – 63 – –

Vodacom Tanzania Limited (Zanzibar) (OTH)* TZN TZS10,000 TZS10,000 TZS10,000 99 99 99

Joycell Shops (Proprietary) Limited (OTH)* RSA R100 R100 R100 100 100 100

Marble Gold Investments (Proprietary) Limited (OTH) * RSA R100 R100 R100 100 100 100

Vodacom Ventures (Proprietary) Limited (OTH) RSA R120 R120 R120 100 100 100

Skyprops 134 (Proprietary) Limited (PROP) RSA R100 R100 R100 100 100 100

Storage Technology Services (Proprietary) Limited RSA – – R136 – – 51

Gateway Telecommunications Plc UK – – £49,567,569 – – 100

Gateway Communications Africa (UK) Limited UK – – £1 – – 100

Gateway Communications SA BLG – – e62,000 – – 100

Gateway Telecoms Integrated Services Limited NIG – – NGN1,250,000 – – 100

GS Telecom Limited GUE – – US$193 – – 100

Indebtedness of Telkom subsidiary companies Rm Rm Rm

Intekom (Proprietary) Limited RSA – – – – – (23)

Q-Trunk (Proprietary) Limited RSA – – – 30 26 22

Rossal No 65 (Proprietary) Limited RSA – – – – 30 (342)

Acajou Investments (Proprietary) Limited RSA – – – – – 285

Africa Online Limited MAU – – – – 74 236

Multi-Links Telecommunications Limited NIG – – – – 841 5,225

Telkom International (Proprietary) Limited RSA – – – – 1,985 1,985

Disposal group

Swiftnet (Proprietary) Limited RSA – – – – – 10

Telkom Media (Proprietary) Limited RSA – – – – 326 470





44. SIGNIFICANT EVENTSTelkom RenaissanceOn November 14, 2008, Telkom’s Board of directors approved the new organisation structure which is designed to fit Telkom’s defendand growth strategy. The new structure is effective April 1, 2009 and is being managed through a project called Telkom Renaissance.

The Group has been restructured into three operating Business Units namely Telkom South Africa, Telkom International and Telkom DataCentre Operations. The Telkom Renaissance initiative will occur over the next 24 months to ensure that all the necessary remodelling,reorganising, revitalising and re-engineering happens in order to make the new structure function optimally.

This initiative is a complete transformation of the way Telkom focuses on servicing its customers and creating value for its stakeholders. It isa positive, purposeful change towards a more accountable and competitive company. This change is a necessary part of Telkom’s strategyto maintain and grow market share in South Africa whilst building a strong footprint on the African continent.

Capability ManagementTelkom will seek to manage costs and address service delivery constraints by realigning its structure and resources to better match itstransforming information, communications and technology business.

The transformation of the communications industry and increasing market and competitive pressure has put communication companies suchas Telkom under increasing revenue and expense constraints while being required to improve customer service. As a result CapabilityManagement is designed to ensure that the capabilities needed to succeed in a converged communications market are established throughthe optimal utilisation of external as well as internal capabilities, extracting efficiencies, where possible, through scale of a rapidly maturingretail and wholesale market and better organised functional areas in a more deregulated and liberalised communications market.Capability Management includes the internal consolidation of certain functional areas and the optimisation of strategic supplier and serviceprovider relationships improving performance in other functional areas.

Capability Management will be concerned with assisting in addressing the margin and service delivery pressures by reassessing theoperational service delivery methodology currently deployed with a view of increasing flexibility, reducing expense while improving servicedelivery across the Telkom Group.

Given the challenges Telkom faces in rolling out broadband, converged and data services, maintaining our legacy network and expandingour operations across the African continent, employees’ skills and performance must be aligned with our strategy to ensure financial,operational and transformational targets, customer expectations and shareholder expectations are met.

The immediate objective therefore is to remodel service delivery. This is one of the strategic initiatives under Project Renaissance and willfocus on the following:

• Identify and assess existing capabilities;

• Establish a Telkom Group Capability Inventory;

• Determine future capability requirements;

• Identify and develop a set of optimal service delivery options for achieving current and future strategic objectives; and

• Enable Telkom South Africa, Telkom International and Telkom Data Centre Operations to:– Improve resource efficiency;– Improve capital productivity; and– Improve service delivery.

A memorandum of understanding was entered into between Telkom and organised labour which included issues such as the deferment ofthe Managed Services Partner outsourcing project implementation post April 2009 and the establishment of a Restructuring Forum whereall restructuring initiatives will be debated between the parties concerned.

Telkom Management Services (Proprietary) Limited (TMS)TMS was registered as a company during August 2008. Telkom’s Board approved the establishment of TMS as a part of Telkom’s strategicplan to grow revenue and expand geographic reach.

Appointment of directorOn November 10, 2008 Telkom announced the appointment of Mr Peter Nelson as Chief Financial Officer and director in Telkom witheffect from December 8, 2008.





45. SUBSEQUENT EVENTSDividendsThe Telkom Board declared an ordinary dividend of 115 cents (2008: 660 cents, 2007: 600 cents) per share and a special dividendof 260 cents (2008: Nil cents, 2007: 500 cents) per share on June 19, 2009, payable on July 20, 2009 to shareholders registered onJuly 17, 2009.

Acquisition of MWEB Africa Limited and majority equity stake in MWEB Namibia (Proprietary) LimitedOn November 10, 2008, Telkom International (Proprietary) Limited, a wholly owned subsidiary of Telkom, announced it has entered intoagreements to acquire 100% of MWEB Africa Limited ("MWEB Africa") and 75% of MWEB Namibia (Proprietary) Limited (“MWEB Namibia”). The purchase price for the MWEB Africa Group including AFSAT and MWEB Namibia is US$55 million(approximately R498 million) with a deferred payment of US$14.18 million due when the profits of MWEB Group for the year endedMarch 31, 2009 are finalised. These shareholdings will be acquired from Multichoice Africa Limited and MIH Holdings Limitedrespectively, which are members of the Naspers Limited Group.

MWEB Africa is an internet services provider in sub-Saharan Africa (excluding South Africa) which also provides network access servicesin some countries and is headquartered in Mauritius with operations in Namibia, Nigeria, Kenya, Tanzania, Uganda and Zimbabwe, anagency arrangement in Botswana and distributors in 26 sub-Saharan African countries.

The acquisition of MWEB is part of the Group’s strategy of growing its broadband and solidifying its market position through acquisitions.

Based on an independent valuation, the MWEB Africa Group does not have any significant contingent liabilities at acquisition date.

The only possible contingent liability, the AFSAT bonus scheme, is reasonably quantified and included in the balance sheet of MWEB AfricaGroup at March 31, 2009.

The purchase price of US$69.168 million was determined as follows:

• Namibian cash-generating unit for US$1.5 million;

• Mauritian cash-generating unit for US$53.5 million; and

• US$14.18 million deferred until the profits of the MWEB Group for the year ended March 31, 2009 are finalised.

The successful conclusion of the agreements being entered into is subject to conditions precedent, including regulatory approvals beingobtained in certain African jurisdictions.

Subsequent to year end, on April 21, 2009, the conditions precedent to the sale were fulfilled.

The acquisition will have the following effect on the Group’s assets and liabilities on acquisition:Carrying amounts Fair values

Rm Rm

Fixed assets 43 43Intangible assets 138 209Deferred taxation asset 2 2Cash and cash equivalents 75 75Trade and other receivables 26 26Inventory 16 16Deferred taxation liability (18) (19)Taxation (4) (4)Trade and other payables (69) (69)

Fair value of net assets acquired 209 279Minority interests (2) (2)

Net asset value 207 277Goodwill on acquisition – 352

Purchase price* – 629Capitalised transaction costs – 3

Total cash consideration – 632

* Of the R629 million purchase price, R498 million has been settled. The outstanding amount of US$14.18 million (approximately R105 million) is deferred

payment.





45. SUBSEQUENT EVENTS (continued)The goodwill from the acquisition is partially attributable to the following:

• Certain licences that could not be valued separately from the MWEB Group as no secondary licensing market exists, but contribute

significantly to goodwill as the MWEB business’s would cease to exist without the licence rights.

• The skills and technical talent of the acquired business’s workforce, and the synergies expected to be achieved from integrating the

acquiree into the Group’s existing internet service provision.

• The goodwill is also attributable to the MWEB Group’s position as Africa’s largest satellite-based internet service provider in Sub-Saharan

Africa.

There was RNil revenue in the consolidated annual financial statements.

AT&T strategic agreement

On April 16, 2009, Telkom and AT&T, the global communications leader, entered into a strategic agreement which aims to extend AT&T’s

global networking reach to sub-Saharan Africa and boost Telkom’s strategy to grow a strong ICT footprint on the African continent. The

agreement will allow both companies to explore ways to provide global seamless communication and technology solutions and services

to multinational customers, either based in or seeking to extend their operations in sub-Saharan Africa.

Under the terms of the memorandum of understanding, the two companies will begin work towards definitive agreements that would:

• directly connect the Telkom regional network and the AT&T global network;

• deliver a wider geographic footprint of telecommunication services, in both sub-Saharan Africa and other global points;

• enhance mobile service capabilities for corporate customers in sub-Saharan Africa;

• extend global VPN (Virtual Private Network) services to support the state of art network requirements of customers either headquarteredin or seeking to expand sites in sub-Saharan Africa;

• explore other potential opportunities in areas such as Telepresence, hosting and professional services; and

• expand the existing global wholesale voice services relationship between Telkom Group and AT&T.

Telkom Media (Proprietary) Limited (Telkom Media)

On August 31, 2006 Telkom created a new subsidiary, Telkom Media (Proprietary) Limited, with a black economic empowerment (’BEE’)

shareholding. ICASA awarded Telkom Media a commercial satellite and cable subscription broadcast licence on September 12, 2007.

On March 31, 2008, the Telkom Board took a decision to substantially reduce its investment in Telkom Media and as such Telkom Media

reduced its operational expenses and commitments to a minimum. Telkom Media did not meet the held for sale criteria at year end as

management were unable to sell the disposal group for its expected price and therefore decided to abandon it.

Subsequent to year end Telkom was approached by potential buyers of Telkom’s interest in Telkom Media and negotiations with the potential

buyer were concluded. On May 4, 2009, Telkom sold its 75% interest in Telkom Media to Shenzhen Media South Africa (Proprietary)

Limited for a nominal amount.

Disposal and unbundling of stake in Vodacom

In 2008 Telkom announced a decision to dispose of its entire shareholding in Vodacom through selling 15% of its shareholding to

Vodafone, a wholly owned subsidiary of Vodafone Group plc, and unbundling its remaining 35% shareholding to its shareholders pursuant

to a listing of Vodacom on the main board of JSE Limited.

On May 18, 2009 Vodacom was successfully listed on the main board of JSE Limited and a special divided of R19 was distributed to all

Telkom shareholders. Telkom successfully completed the unbundling of Vodacom shares to its shareholders on May 25, 2009.





45. SUBSEQUENT EVENTS (continued)Bookbuilding of Vodacom Group (Proprietary) Limited shares

On June 2, 2009 Telkom announced the successful completion of the accelerated bookbuilding of Vodacom shares, raising R1,540 million

for "ineligible shareholders". The directors of Telkom, in consultation with Vodafone, determined that Telkom shareholders in the United States

of America would be regarded as "ineligible shareholders" for the unbundling of Vodacom shares to shareholders of Telkom, which was

completed on May 25, 2009, and would therefore not receive Vodacom shares in such distributions.

The proceeds from the offering, net of applicable fees, expenses, taxes and charges, will be distributed to the "ineligible shareholders" in

proportion to their entitlement to Vodacom shares.

New York Stock Exchange listing

Given the current global economic climate and the absolute necessity for Telkom to reduce its cost profile, the Board has decided to delist

from the New York Stock Exchange. Maintaining a listing in the United States of America is expensive and takes considerable management

time. The methodology employed and discipline gained from Sarbanes-Oxley reporting requirements will be retained to ensure strict

governance compliance and transparent financial reporting.

Telkom is comfortable that the Johannesburg Stock Exchange provides sufficient access to capital for both South African and global

investors. Telkom intends to maintain a level 1 American Depository Receipt programme to facilitate over-the-counter- trading in the United

States of America.

Telkom Communications International (Proprietary) Limited

The Abacus Financial Services (Mauritius) Limited issued a notice under section 265 (5) of the Companies Act 1984 that Telkom

Communications International (Proprietary) Limited has been dissolved with effect from May 12, 2009.

Other matters

The directors are not aware of any other matter or circumstance since the financial year ended March 31, 2009 and the date of this

report, or otherwise dealt with in the financial statements, which significantly affects the financial position of the Group and the results of

its operations.

46. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTEDThe Group has not early adopted the following standards, interpretations and amendments that have been issued and are not yet effective:

IFRS1 First-time Adoption of International Financial Reporting Standards: Cost of an Investment in a Subsidiary, Jointly Controlled Entity

or Associate (amended)

This amendment is effective for annual periods beginning on or after January 1, 2009. This standard is amended to allow an entity, in its

separate financial statements, to determine the cost of investments in subsidiaries, jointly controlled entities or associates (in its opening IFRS

financial statements) as one of the following amounts:

• Cost determined in accordance with IAS27

• At the fair value of the investment at the date of the transition to IFRS, determined in accordance with IAS39 Financial Instruments:

Recognition and Measurement

• The previous GAAP carrying amount of the investment at the date of transition to IFRS

This determination is made for each investment, rather than being a policy decision.

The amendment does not have an impact on the annual financial statements.





46. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)IFRS2 Share-Based Payment: Vesting Conditions and Cancellations (amended)

This amendment is effective for annual periods beginning on or after January 1, 2009. The amendments to IFRS2 Share-Based Payment

clarifies the definition of vesting conditions and the accounting treatment of cancellations by the counterparty to a share-based arrangement.

The amendment will not have a material impact on the consolidated financial statements.

IFRS2 Share-Based Payment: Group Cash-Settled Share-Based Payment Arrangements (amended)

This amendment is effective for annual periods beginning on or after January 1, 2010. The amendment clarifies how an individual

subsidiary in a group should account for some share-based payment arrangements in its own financial statements. The amendment will not

have a material impact on the Company’s/Group’s financial statements.

IFRS3 Business Combinations (revised)

The revisions are effective for annual periods beginning on or after 1 July 2009 .The revised standard still applies the acquisition method

of accounting for business combinations, with some significant changes. For example, all payments to purchase a business are to be

recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income

statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair

value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed.

The impact of the revised standard is being evaluated.

IFRS7 Financial Instruments: Disclosures (amended)

The interpretation is applicable for annual periods beginning on or after January 1, 2009. The amendment requires enhanced disclosures

about fair value measurements and liquidity risk. The impact of the amendment is being evaluated.

IFRS8 Operating Segments

This standard is effective for annual periods beginning on or after January 1, 2009. The standard requires operating segments to be

identified on the basis of internal reports about components of the entity that are regularly reviewed by the chief operating decision maker

in order to allocate resources to the segment and to assess its performance. The impact of this standard is currently being evaluated.

IFRIC9 Reassessment of Embedded Derivatives (amended)

The amendment is effective for annual periods ending on or after June 30, 2009. The amendment clarifies that on reclassification of a

financial asset out of the ’fair value through profit or loss’ category, all embedded derivatives have to be assessed and, if necessary,

separately accounted for in financial statements. The amendment will not have an impact on the consolidated financial statements as the

Group does not have material embedded derivatives.

IFRIC13 Customer Loyalty Programmes

The interpretation is effective for annual periods beginning on or after July 1, 2008. The interpretation requires loyalty award credits granted

to customers in connection with a sales transaction to be accounted for as a separate component of the sales transaction. The consideration

received in the sales transaction would, therefore, be allocated between the loyalty award credits and the other components of the sale.

The interpretation is not relevant to the Group’s operations because none of the Group entities operate any loyalty programmes.

Where the cost of fulfilling the awards is expected to exceed the consideration received, the Group will have to recognise an onerous

contract liability. The impact of this interpretation is being evaluated.

IFRIC15 Agreements for the Construction of Real Estate

The interpretation is effective for annual periods beginning on or after January 1, 2009. The aim of this interpretation is to determine

whether an agreement for the construction of real estate is within the scope of IAS11 Construction Contracts or IAS18 Revenue.

This interpretation is not relevant to the Group’s operations as the Group does not construct real estates.





46. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)IFRIC16 Hedges of a Net Investment in a Foreign Operation

The interpretation is effective for annual periods beginning on or after October 1, 2008. The interpretation provides guidance in respect

of hedges of foreign currency gains and losses on a net investment in a foreign operation. This includes the fact that net investment hedging

relates to differences in functional currency and not presentation currency, and hedging instruments may be held anywhere in the Group.

The interpretation will not have an impact on the consolidated annual financial statements.

IFRIC17 Distributions of Non-Cash Assets to Owners

The interpretation is effective for annual periods beginning on or after July 1, 2009. The interpretation provides guidance on how an entity

should account for non-cash distributions to its owners and/or distributions that give owners a choice of receiving either non-cash assets or

a cash alternative. The impact of this interpretation is being evaluated.

IFRIC18 Transfer of Assets from Customers

The interpretation is effective for annual periods beginning on or after July 1, 2009. The interpretation clarifies the requirements of IFRSs

for agreements in which an entity receives from a customer an item of property, plant and equipment (’PPE’) that the entity must then use

either to connect the customer to a network or to provide the customer with ongoing access to a supply of goods or services. The

interpretation also provides guidance where an entity receives cash from a customer that must be used only to acquire or construct an item

of PPE in order to connect the customer to a network or provide the customer with ongoing access to a supply of goods or services. The

impact of this interpretation is currently being evaluated.

IAS1 Presentation of Financial Statements (revised)

The revised standard is effective for annual periods beginning on or after January 1, 2009.

IAS1R introduces a statement of comprehensive income with two optional formats and refers to the balance sheet and cash flow statement

by different names: the ’statement of financial position’ and ’statement of cash flows’, respectively. The revision to the standard will result in

changes in the way the consolidated annual financial statements are presented.

IAS7 Cash Flow Statement: Consequential Amendments Arising from Amendments to IAS16

The amendment is effective for annual periods beginning on or after January 1, 2009. IAS7 as amended requires cash receipts and

payments relating to purchase, rental and sale of property, plant and equipment held for rental to be treated as cash flows from operating

activities. The impact of this amendment is being evaluated.

IAS23 Borrowing Costs (revised)

The revised standard applies to borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or

after January 1, 2009. The revised standard requires all borrowing costs that are directly attributable to the acquisition, construction or

production of qualifying assets to be capitalised. The Group does not expect the adoption of the standard to have a material impact.

IAS27 Consolidated and Separate Financial Statements (revised)The revisions are effective for annual periods beginning on or after July 1, 2009. The revised standard requires the effects of all transactionswith non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwillor gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured tofair value, and a gain or loss is recognised in profit or loss. The impact of the revised standard is being evaluated.

IAS27 Consolidated and Separate Financial Statements – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate

(amended)

The amended standard is effective for annual periods beginning on or after January 1, 2009. The amended standard is for the following

changes in respect of the holding company’s separate financial statements:

• The deletion of the ’cost method’. Making the distinction between pre- and post- acquisition profits is no longer required. All dividends

will be recognised in profit or loss. However, the payment of such dividends requires the entity to consider whether there is an indicator

of impairment; and

• In cases of reorganisations where a new parent is inserted above an existing parent of the group (subject to meeting specific

requirements), the cost of the subsidiary is the previous carrying amount of its share of equity items in the subsidiary rather than its fair

value. The impact of this amended standard is currently being evaluated.





46. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)Amendment to IAS32 Financial Instruments Presentation and IAS1 Presentation of Financial Statements, Puttable Financial Instruments

The amendment is effective for periods beginning January 1, 2009. The amendments classify puttable financial instruments, or components

of instruments, that impose on the entity an obligation to deliver to another party a pro-rata share of the net assets of the entity only on

liquidation, as equity, provided they have particular features and meet specific conditions. The impact of this amendment is being

evaluated.

IAS39 Financial Instruments: Recognition and Measurement (amended)


financial asset out of the ’fair value through profit or loss’ category, all embedded derivatives have to be assessed and, if necessary,

separately accounted for in financial statements. The amendment will not have an impact on the financial statements as Telkom does not

have material embedded derivatives.

IAS39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items (amended)

The amendment to the standard is effective for annual periods beginning on or after July 1, 2009. The amendment clarifies that an entity

is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument as a hedged item. The

amendment will not have an impact on the financial statements as Telkom does not apply hedge accounting.

Changes as a result of the annual improvements project

A number of standards were amended as a result of the annual improvements project of the IASB in May 2008 effective for annual periods

beginning on or after January 1, 2009, with the exception of IFRS5 which is effective for annual periods beginning on or after July 1,

2009. These standards were as follows:

IFRS5 Non-Current Assets Held for Sale and Discontinued Operations

IAS1 Presentation of Financial Statements – Non-Current/Current Classification of Derivatives

IAS16 Property, Plant and Equipment

IAS19 Employee Benefits

IAS20 Government Grants

IAS23 Borrowing Costs – Components of Borrowing Costs

IAS27 Consolidated and Separate Financial Statements

IAS28 Investments in Associates

IAS29 Financial Reporting in Hyperinflationary Economies

IAS31 Interests in Joint Ventures

IAS36 Impairment of Assets

IAS38 Intangible Assets


IAS40 Investment Property

IAS41 Agriculture

The Group will adopt the changes to these standards during the 2010 financial year with the exception of IFRS5, which will be adopted

during the 2011 financial year. The Group is currently evaluating the effects of the improvements.




business showsresilience

Company financial statementsCompany income statement 250Company balance sheet 251Company statement of changes in equity 252Company cash flow statement 253Notes to the Company annual financial statements 254

CompanyFinancial

Information6



2007 2008 2009

Notes Rm Rm Rm

Total revenue 3.1 35,818 36,641 37,058

Operating revenue 3.2 32,340 32,571 33,659

Other income 4 655 498 524

Operating expenses 24,089 24,953 29,837

Employee expenses 5.1 7,077 7,386 7,990

Payments to other operators 5.2 6,461 6,902 7,536

Selling, general and administrative expenses 5.3 3,970 3,904 6,580

Service fees 5.4 2,236 2,410 2,760

Operating leases 5.5 762 619 613

Depreciation, amortisation, impairment and write-offs 5.6 3,583 3,732 4,358


Investment income 6 3,202 3,739 2,907

Finance charges and fair value movements 7 1,027 1,289 1,460

Interest 1,142 1,499 1,655

Foreign exchange and fair value movement gain (115) (210) (195)

Profit before taxation 11,081 10,566 5,793

Taxation 8 2,690 2,599 516


Company income statementfor the three years ended March 31, 2009

Telkom fins (company) NEW 8/12/09 6:58 PM Page 250


2007 2008 2009

Notes Rm Rm Rm

ASSETSNon-current assets 37,533 43,360 50,796

Property, plant and equipment 9 32,614 35,273 37,345

Intangible assets 10 3,502 3,806 3,988

Investments 11 887 3,883 7,693

Finance lease receivables 13 136 160 166

Deferred taxation 14 340 183 1,549

Deferred expenses 25 54 55 55

Current assets 7,754 8,763 10,090

Inventories 15 839 873 1,331

Income tax receivable 31 519 – 91

Current portion of finance lease receivables 13 71 105 109

Trade and other receivables 17 5,920 6,859 6,420

Other financial assets 18 229 443 1,198

Cash and cash equivalents 19 176 483 941

Assets held for sale and discontinued operations 16 – – 34

Total assets 45,287 52,123 60,920

EQUITY AND LIABILITIESCapital and reserves 25,714 26,693 29,086

Share capital 20 5,329 5,208 5,208

Treasury share reserve 21 (1,778) (1,642) (1,521)

Share-based compensation reserve 22 257 643 1,076

Retained earnings 21,906 22,484 24,323

Non-current liabilities 6,580 11,181 14,766

Interest-bearing debt 23 3,308 7,336 10,193

Provisions 24 1,203 1,445 1,830

Deferred revenue 26 739 870 996

Deferred taxation 14 1,330 1,530 1,747

Current liabilities 12,993 14,249 17,068

Trade and other payables 27 4,333 4,923 5,424

Shareholders for dividend 32 15 20 23

Current portion of interest-bearing debt 23 5,775 6,026 7,511

Current portion of provisions 24 1,706 1,640 1,953

Current portion of deferred revenue 26 1,107 1,424 1,826

Income tax payable 31 – 7 –

Other financial liabilities 18 57 168 225

Credit facilities utilised 19 – 41 106


Total equity and liabilities 45,287 52,123 60,920

Company balance sheetat March 31, 2009



Treasury Share-based

Share Share share compensation Retained

capital premium reserve reserve earnings Total

Rm Rm Rm Rm Rm Rm

Balance at April 1, 2006 5,449 1,342 (1,786) 151 18,534 23,690

Total income and expense for the year – – – – 8,391 8,391

Dividend declared (refer to note 32) – – – – (4,885) (4,885)

Payment made for treasury shares – – (27) – – (27)

Increase in share-based compensation

reserve (refer to note 22) – – – 141 – 141

Shares vested and re-issued (refer to

note 22) – – 35 (35) – –

Shares bought back and cancelled

(refer to note 20) (120) (1,342) – – (134) (1,596)

Balance at March 31, 2007 5,329 – (1,778) 257 21,906 25,714






note 22) – – 136 (136) – –

Shares bought back and cancelled

(refer to note 20) (121) – – – (1,526) (1,647)

Balance at March 31, 2008 5,208 – (1,642) 643 22,484 26,693






note 22) – – 121 (121) – –

Balance at March 31, 2009 5,208 – (1,521) 1,076 24,323 29,086

Company statement of changes in equityfor the three years ended March 31, 2009



Restated Restated

2007 2008 2009

Notes Rm Rm Rm

Cash flows from operating activities 6,383 8,172 9,948

Cash receipts from customers 32,109 32,375 34,239

Cash paid to suppliers and employees (19,449) (19,713) (22,212)

Cash generated from operations 28 12,660 12,662 12,027

Interest received 385 390 343

Dividends received 29 2,950 3,536 3,242

Finance charges paid 30 (886) (842) (466)

Taxation paid 31 (3,852) (1,716) (1,764)

Cash generated from operations before dividend paid 11,257 14,030 13,382

Dividend paid 32 (4,874) (5,858) (3,434)

Cash flows from investing activities (6,662) (9,994) (12,129)

Proceeds on disposal of property, plant and equipment and

intangible assets 4 164 21

Additions to property, plant and equipment and intangible

assets (6,598) (6,763) (6,428)

Expansions to property, plant and equipment and intangible

assets (2,409) (4,142) (3,344)

Maintenance to property, plant and equipment and

intangible assets (3,189) (2,621) (3,084)

Acquisition of subsidiary and minority interest in subsidiary 11 (150) – (1,339)

Loans to subsidiaries – (3,395) (4,383)

Loans repaid by subsidiaries 82 – –

Cash flows from financing activities (2,777) 2,088 2,574

Loans raised 5,624 23,878 18,168

Loans repaid (6,843) (20,204) (14,649)

Shares bought back and cancelled (1,596) (1,647) –

Decrease/(increase) in net financial assets 38 61 (945)

Net (decrease)/increase in cash and cash equivalents (3,056) 266 393

Net cash and cash equivalents at beginning of the year 3,232 176 442

Net cash and cash equivalents at end of the year 19 176 442 835

Company cash flow statementfor the three years ended March 31, 2009



1. CORPORATE INFORMATIONTelkom SA Limited (the Company) is a company incorporated

and domiciled in the Republic of South Africa (’South Africa’)

whose shares are publicly traded. The Company’s main

objective and main business is to supply telecommunication,

broadcasting, multimedia, technology, information and other

related information technology services to the general public.

The principal activities of the Company’s services and products

include:

• fixed-line subscription and connection services to post-paid,

prepaid and private payphone customers using PSTN (Public

Switched Telephone Network) lines, including ISDN

(Integrated Service Digital Network) lines, and the sale of

subscription based value-added voice services and customer

premises equipment rental and sales;

• fixed-line traffic services to post-paid, prepaid and payphone

customers, including local, long distance, fixed-to-mobile,

international outgoing and international voice-over-internet

protocol traffic services;

• interconnection services, including terminating and transiting

traffic from South African mobile operators, as well as from

international operators and transiting traffic from mobile to

international destinations;

• fixed-line data and internet services, including domestic and

international data transmission services, such as point-to-point

leased lines, ADSL (Asymmetrical Digital Subscriber Line)

services, packet-based services, managed data networking

services and internet access and related information

technology services; and

• W-CDMA (Wideband Code Division Multiple Access), a

3G next generation network, including fixed voice services,

data services and nomadic voice services.

These separate annual financial statements are prepared in

compliance with the South African Companies Act, 1973. In

addition, the Group presents consolidated financial statements

which include all subsidiaries, special purpose entities and joint

ventures, which are included in these financial statements as

investments.

2. SIGNIFICANT ACCOUNTING POLICIESBasis of preparation

The financial statements comply with the International Financial

Reporting Standards (IFRS) of the International Accounting

Standards Board (IASB) and the Companies Act of South Africa,

1973.

The financial statements are prepared on the historical cost

basis, with the exception of certain financial instruments which

are measured at fair value and share-based payments which are

measured at grant date fair value. Details of the Company’s

significant accounting policies are set out below, and are

consistent with those applied in the previous financial year

except for the following:

• The Company has adopted certain amendments to IAS39

and IFRS7, and adopted IFRIC12 and IFRIC14, which

are applicable for annual periods beginning on or after

January 1, 2008.

The principal effects of these changes are discussed below.

Adoption of amendments to standards and new

interpretations


and IFRS7 Financial Instruments: Disclosures –

Reclassification of Financial Assets (amended)

The amendments which are effective on or after July 1, 2008,

permit an entity to reclassify non-derivative financial assets (other

than those designated at fair value through profit or loss by the

entity upon initial recognition) out of the fair value through profit

or loss category in particular circumstances. The amendments

also permit an entity to transfer from the available-for-sale

category to the loans and receivables category a financial asset

that would have met the definition of loans and receivables (if

the financial asset had not been designated as available-for-

sale), if the entity has the intention and ability to hold that

financial asset for the foreseeable future. The amendments do

not have an impact on the annual financial statements.

IFRIC12 Service Concession Arrangements

The interpretation which is effective for annual periods

beginning on or after January 1, 2008, sets out general

principles on recognising and measuring the obligations and

related rights in service concession arrangements from an

operator’s perspective. This interpretation does not have an

impact on the annual financial statements.

IFRIC14 The Limit on a Defined Benefit Asset, Minimum

Funding Requirements and their Interaction

The interpretation which is effective for annual periods

beginning on or after January 1, 2008, provides guidance on

assessing the limit in IAS19 on the amount of the surplus that can

be recognised as an asset. It also explains how the pension

asset or liability may be affected by a statutory or contractual

minimum funding requirement. This interpretation does not have

any impact on the annual financial statements, as the Company

is not subject to minimum funding requirements.

Notes to the annual financial statements for the three years ended March 31, 2009




assumptions

The preparation of financial statements requires the use of

estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and

liabilities at the date of the financial statements and the reported

amounts of revenue and expenses during the reporting periods.

Although these estimates and assumptions are based on

management’s best knowledge of current events and actions that

the Company may undertake in the future, actual results may

ultimately differ from those estimates and assumptions.

The presentation of the results of operations, financial position

and cash flows in the financial statements of the Company is

dependent upon and sensitive to the accounting policies,

assumptions and estimates that are used as a basis for the

preparation of these financial statements. Management has

made certain judgements in the process of applying the

Company’s accounting policies. These, together with the key

estimates and assumptions concerning the future, and other key

sources of estimation uncertainty at the balance sheet date, are

as follows:

Revenue recognition

To reflect the substance of each transaction, revenue recognition

criteria are applied to each separately identifiable component

of a transaction. In order to account for multiple-element revenue

arrangements in developing its accounting policies, the

Company considered the guidance contained in the United

States Financial Accounting Standards Board (FASB) Emerging

Issues Task Force No 00-21 Revenue Arrangements with

Multiple Deliverables. Judgement is required to separate those

revenue arrangements that contain the delivery of bundled

products or services into individual units of accounting, each

with its own earnings process, when the delivered item has

stand-alone value and the undelivered item has fair value.

Further judgement is required to determine the relative fair values

of each separate unit of accounting to be allocated to the total

arrangement consideration. Changes in the relative fair values

could affect the allocation of arrangement consideration

between the various revenue streams.

Judgement is also required to determine the expected customer

relationship period. Any changes in these assessments may

have a significant impact on revenue and deferred revenue.

Property, plant and equipment and intangible assets

The useful lives of assets are based on management’s

estimation. Management considers the impact of changes in

technology, customer service requirements, availability of

capital funding and required return on assets and equity to

determine the optimum useful life expectation for each of the

individual categories of property, plant, equipment and

intangible assets. Due to the rapid technological advancement

in the telecommunications industry as well as the Company’s

plan to migrate to a next generation network over the next few

years, the estimation of useful lives could differ significantly on

an annual basis due to unexpected changes in the roll-out

strategy. The impact of the change in the expected useful life of

property, plant and equipment is described more fully in note

5.6. The estimation of residual values of assets is also based on

management’s judgement whether the assets will be sold or

used to the end of their useful lives and what their condition will

be like at that time.

For intangible assets that incorporate both a tangible and

intangible portion, management uses judgement to assess which

element is more significant to determine whether it should be

treated as property, plant and equipment or intangible assets.

Asset retirement obligations

Management judgement is exercised when determining whether

an asset retirement obligation exists, and in determining the

present value of expected future cash flows and discount rate

when the obligation to dismantle or restore the site arises, as

well as the estimated useful life of the related asset.


intangible assets

Management is required to make judgements concerning the

cause, timing and amount of impairment as indicated on notes

9 and 10. In the identification of impairment indicators,

management considers the impact of changes in current

competitive conditions, cost of capital, availability of funding,

technological obsolescence, discontinuance of services and

other circumstances that could indicate that an impairment

exists. The Company applies the impairment assessment to its

separate cash-generating units. This requires management to

make significant judgements concerning the existence of

impairment indicators, identification of separate cash-generating

units, remaining useful lives of assets and estimates of projected

cash flows and fair value less costs to sell. Management

judgement is also required when assessing whether a previously

recognised impairment loss should be reversed.

Notes to the annual financial statements (continued)





assumptions (continued)


intangible assets (continued)

Where impairment indicators exist, the determination of the

recoverable amount of a cash-generating unit requires

management to make assumptions to determine the fair value

less costs to sell and value in use. Key assumptions on which

management has based its determination of fair value less costs

to sell include the existence of binding sale agreements, and for

the determination of value in use include the weighted average

cost of capital, projected revenues, gross margins, average

revenue per customer, capital expenditure, expected customer

bases and market share. The judgements, assumptions and

methodologies used can have a material impact on the fair

value and ultimately the amount of any impairment.

Impairment of other financial assets

At each balance sheet date management assesses whether

there are indicators of impairment of financial assets, including

equity investments. If such evidence exists, the estimated present

value of the future cash flows of that asset is determined.

Management judgement is required when determining the

expected future cash flows. To determine whether any decline in

fair value of available-for-sale investments is prolonged, reliance

is placed on an assessment by management regarding the

future prospects of the investee. In measuring impairments,

quoted market prices are used, if available, or projected

business plan information from the investee is used for those

financial assets not carried at fair value.

Impairment of receivables

An impairment is recognised on trade receivables that are

assessed to be impaired (refer to notes 12 and 17). The

impairment is based on an assessment of the extent to which

customers have defaulted on payments already due and an

assessment on their ability to make payments based on their

credit worthiness and historical write-offs experience. Should the

assumptions regarding the financial condition of the customer

change, actual write-offs could differ significantly from the

impaired amount.

Leases

The determination of whether an arrangement is, or contains a

lease is based on whether, at the date of inception, the fulfilment

of the arrangement is dependent on the use of a specific asset

or assets or the arrangement conveys a right to use the asset.

Leases in which a significant portion of the risks and rewards of

ownership are retained by the lessor are classified as operating

leases. Payments made under operating leases (net of any

incentives received from the lessor) are charged to the income

statement on a straight-line basis over the period of the lease.


all the risks and rewards incidental to ownership.

Deferred taxation assetManagement judgement is exercised when determining theprobability of future taxable profits which will determine whetherdeferred tax assets should be recognised or derecognised. Therealisation of deferred tax assets will depend on whether it ispossible to generate sufficient taxable income, taking intoaccount any legal restrictions on the length and nature of thetaxation asset. When deciding whether to recognise unutilisedtaxation credits, management needs to determine the extent thatthe future obligation is likely to be available for set-off. In theevent that the assessment of future payments and future utilisationchanges, the change in the recognised deferred tax asset mustbe recognised in profit or loss.

TaxationThe taxation rules and regulations in South Africa within whichthe Company operates are highly complex and subject tointerpretation. Additionally, for the foreseeable future,management expects South African taxation laws to furtherdevelop through changes in South Africa’s existing taxationstructure as well as clarification of the existing taxation lawsthrough published interpretations and the resolution of actual taxcases (refer to notes 8 and 14).

Management has made a judgement that all outstandingtaxation credits relating to secondary taxation on companies(STC) will be available for utilisation before the taxation regimechange, from STC to withholding taxation, is effective.

The Company is regularly subject to evaluation by the SouthAfrican taxation authorities of its historical income taxation filingsand in connection with such reviews disputes can arise with thetaxing authorities over the interpretation or application of certaintaxation rules to the business of the Company. These disputesmay not necessarily be resolved in a manner that is favourablefor the Company. Additionally the resolution of the disputescould result in an obligation for the Company that exceedsmanagement’s estimate. The Company has historically filed,and continues to file, all required income taxation returns.Management believes that the principles applied in determiningthe Company’s taxation obligations are consistent with theprinciples and interpretations of the South African taxation laws.

Deferred taxation rateManagement makes judgements on the taxation rate applicablebased on the Company’s expectations at balance sheet date onhow the asset is expected to be recovered or the liability isexpected to be settled.






assumptions (continued)Employee benefitsThe Company provides defined benefit plans for certain post-employment benefits. The Company’s net obligation in respectof defined benefits is calculated separately for each plan byestimating the amount of future benefits earned in return forservices rendered. The obligation and assets related to each ofthe post-retirement benefits are determined through an actuarialvaluation. The actuarial valuation relies heavily on assumptionsas disclosed in note 25. The assumptions determined bymanagement make use of information obtained from theCompany’s employment agreements with staff and pensioners,market related returns on similar investments, market relateddiscount rates and other available information. The assumptionsconcerning the expected return on assets and expected changein liabilities are determined on a uniform basis, consideringlong-term historical returns and future estimates of returns andmedical inflation expectations. In the event that further changesin assumptions are required, the future amounts of post-employment benefits may be affected materially.

The discount rate reflects the average timing of the estimateddefined benefit payments. The discount rate is based on long-term South African government bonds with the longest maturityperiod as reported by the Bond Exchange of South Africa. Thediscount rate is expected to follow the trend of inflation.

The overall expected rate of return on assets is determinedbased on the market prices prevailing at that date, applicableto the period over which the obligation is to be settled.

Telkom provides equity compensation to its employees in theform of the Telkom Conditional Share Plan. The related expenseand reserve are determined through an actuarial valuationwhich relies heavily on assumptions. The assumptions includeemployee turnover percentages and whether specifiedperformance criteria will be met. Changes to these assumptionscould affect the amount of expense ultimately recognised in thefinancial statements. An actuarial valuation relies heavily on theactual plan experience assumptions as disclosed in note 25.

Provisions and contingent liabilitiesManagement judgement is required when recognising andmeasuring provisions and when measuring contingent liabilitiesas set out in notes 24 and 35 respectively. The probability thatan outflow of economic resources will be required to settle theobligation must be assessed and a reliable estimate must bemade of the amount of the obligation. Provisions are discountedwhere the effect of discounting is material based onmanagement’s judgement. The discount rate used is the rate thatreflects current market assessments of the time value of money

and, where appropriate, the risks specific to the liability, all ofwhich requires management judgement. The Company isrequired to recognise provisions for claims arising from litigationwhen the occurrence of the claim is probable and the amountof the loss can be reasonably estimated. Liabilities provided forlegal matters require judgements regarding projected outcomesand ranges of losses based on historical experience andrecommendations of legal counsel. Litigation is howeverunpredictable and actual costs incurred could differ materiallyfrom those estimated at the balance sheet date.

Held-to-maturity financial assetsManagement has reviewed the Company’s held-to-maturityfinancial assets in the light of its capital management andliquidity requirements and has confirmed the Company’s positiveintention and ability to hold those assets to maturity.

Summary of significant accounting policiesOperating revenueThe Company provides fixed-line and data communicationservices and communication-related products. The Companyprovides such services to business, residential and payphonecustomers. Revenue represents the fair value of fixed ordeterminable consideration that has been received or is receivable.

Revenue for services is measured at amounts invoiced tocustomers and excludes Value Added Tax.

Revenue is recognised when there is evidence of an arrangement,collectability is probable, and the delivery of the product orservice has occurred. In certain circumstances, revenue is split intoseparately identifiable components and recognised when therelated components are delivered in order to reflect the substanceof the transaction. The value of components is determined usingverifiable objective evidence. The Company does not providecustomers with the right to a refund.

Dealer incentivesThe Company provides incentives to its retail payphone carddistributors as trade discounts. Incentives are based on salesvolume and value. Revenue for retail payphone cards is recordedas traffic revenue, net of these discounts as the cards are used.

Subscriptions, connections and other usageThe Company provides telephone and data communicationservices under post-paid and prepaid payment arrangements.Revenue includes fees for installation and activation, which aredeferred and recognised over the expected customerrelationship period. Costs incurred on first time installations thatform an integral part of the network are capitalised anddepreciated over the expected average customer relationshipperiod. All other installation and activation costs are expensedas incurred.





2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)Operating revenue (continued)Subscriptions, connections and other usage (continued)Post-paid and prepaid service arrangements includesubscription fees, typically monthly fees, which are recognisedover the subscription period.

Revenue related to sale of communication equipment, productsand value-added services is recognised upon delivery andacceptance of the product or service by the customer.

Traffic (domestic, fixed-to-mobile and international)PrepaidPrepaid traffic service revenue collected in advance is deferredand recognised based on actual usage or upon expiration ofthe usage period, whichever comes first. The terms andconditions of certain prepaid products allow the carry over ofunused minutes. Revenue related to the carry over of unusedminutes is deferred until usage or expiration.

PayphonesPayphone service coin revenue is recognised when the serviceis provided.

Payphone service card revenue collected in advance is deferredand recognised based on actual usage or upon expiration ofthe usage period, whichever comes first.

Post-paidRevenue related to local, long distance, network-to-network,roaming and international call connection services is recognisedwhen the call is placed or the connection provided.

InterconnectionInterconnection revenue for call termination, call transit andnetwork usage is recognised as the traffic flow occurs.

DataThe Company provides data communication services underpost-paid and prepaid payment arrangements. Revenueincludes fees for installation and activation, which are deferredover the expected average customer relationship period. Costsincurred on first time installations that form an integral part of thenetwork are capitalised and depreciated over the life of theexpected average customer relationship period. All otherinstallation and activation costs are expensed as incurred. Post-paid and prepaid service arrangements include subscriptionfees, typically monthly fees, which are recognised over thesubscription period.

Directory services

Included in other revenue are directory services. Revenue is

recognised when printed directories are released for

distribution, as the significant risks and rewards of ownership

have been transferred to the buyer. Electronic directories’

revenue is recognised on a monthly basis, as earned.

Sundry revenue

Sundry revenue is recognised when the economic benefit flows

to the Company and the earnings process is complete.

Interest on debtors’ accounts

Interest is raised on overdue accounts by using the effective

interest rate method and recognised in the income statement.

Marketing

Marketing costs are recognised as an expense as incurred.

Incentives

Incentives paid to service providers and dealers for products

delivered to the customer are expensed as incurred. Incentives

paid to service providers and dealers for services delivered are

expensed in the period that the related revenue is recognised.

Distribution incentives paid to service providers and dealers for

exclusivity are deferred and expensed over the contractual

relationship period.

Investment income

Dividends from investments are recognised on the date that the

Company is entitled to the dividend. Interest is recognised on a

time proportionate basis taking into account the principal

amount outstanding and the effective interest rate.

Taxation

Current taxation

The charge for current taxation is based on the results for the

year and is adjusted for non-taxable income and non-deductible

expenditure. Current taxation is measured at the amount

expected to be paid to the taxation authorities, using taxation

rates and laws that have been enacted or substantively enacted

by the balance sheet date.

Deferred taxation

Deferred taxation is accounted for using the balance sheet

liability method on all temporary differences at the balance

sheet date between taxation bases of assets and liabilities and

their carrying amounts for financial reporting purposes.






Taxation (continued)

Deferred taxation (continued)

Deferred taxation is not provided on the initial recognition of

goodwill or initial recognition of assets or liabilities which is not

a business combination and at the time of the transaction affects

neither accounting nor taxable profit or loss.

A deferred taxation asset is recognised to the extent that it is

probable that future taxable profits will be available against

which the associated unused taxation losses, unused taxation

credits and deductible temporary differences can be utilised.

The carrying amount of deferred taxation assets is reviewed at

each balance sheet date and is reduced to the extent that it is

no longer probable that the related taxation benefit will be

realised. In respect of deductible temporary differences

associated with investments in subsidiaries, associates and

interest in joint ventures, deferred income tax assets are

recognised only to the extent that it is probable that temporary

differences will reverse in the foreseeable future and taxable

profit will be available against which temporary differences can

be utilised.

Deferred taxation relating to items recognised directly in equity

is recognised in equity and not in the income statement.

Deferred taxation assets and liabilities are measured at the

taxation rates that are expected to apply to the period when the

asset is realised or the liability is settled, based on taxation rates

(and taxation laws) that have been enacted or substantively

enacted by the balance sheet date.

Deferred taxation assets and deferred taxation liabilities are

offset, if a legally enforceable right exists to set off current

taxation assets against current taxation liabilities and the

deferred taxes relate to the same taxable entity and the same

taxation authority.

Secondary taxation on companies

Secondary taxation on companies (’STC’) is provided for at a

rate of 10% (12.5% before October 1, 2007) on the amount

by which dividends declared by the Company exceed

dividends received. Deferred taxation on unutilised STC credits

is recognised to the extent that STC payable on future dividend

payments is likely to be available for set-off.

Property, plant and equipment

At initial recognition acquired property, plant and equipment

are recognised at their purchase price, including import duties

and non-refundable purchase taxes, after deducting trade

discounts and rebates. The recognised cost includes any directly

attributable costs for preparing the asset for its intended use.

The cost of an item of property, plant and equipment is

recognised as an asset if it is probable that the future economic

benefits associated with the item will flow to the Company and

the cost of the item can be measured reliably.

Property, plant and equipment is stated at historical cost less

accumulated depreciation and any accumulated impairment

losses. Each component of an item of property, plant and

equipment with a cost that is significant in relation to the total

cost of the item is depreciated separately. Depreciation is

charged from the date the asset is available for use on a

straight-line basis over the estimated useful life and ceases at the

earlier of the date that the asset is classified as held for sale or

the date the asset is derecognised. Idle assets continue to attract

depreciation.

The estimated useful life of individual assets and the

depreciation method thereof are reviewed on an annual basis

at balance sheet date. The depreciable amount is determined

after taking into account the residual value of the asset. The

residual value is the estimated amount that the Company would

currently obtain from the disposal of the asset, after deducting

the estimated cost of disposal, if the asset were already of the

age and in the condition expected at the end of its useful life.

The residual values of assets are reviewed on an annual basis

at balance sheet date.

Assets under construction represents freehold buildings,

operating software, network and support equipment and

includes all direct expenditure as well as related borrowing

costs capitalised, but excludes the costs of abnormal amounts of

waste material, labour or other resources incurred in the

production of self-constructed assets.

Freehold land is stated at cost and is not depreciated. Amounts

paid by the Company on improvements to assets which are held

in terms of operating lease agreements are depreciated on a

straight-line basis over the shorter of the remaining useful life of

the applicable asset or the remainder of the lease period.

Where it is reasonably certain that the lease agreement will be

renewed, the lease period equals the period of the initial

agreement plus the renewal periods.






Property, plant and equipment (continued)The estimated useful lives assigned to groups of property, plantand equipment are:

Years

Freehold buildings 15 to 40Leasehold buildings 7 to 25Network equipment:

Cables 20 to 40Switching equipment 2 to 18Transmission equipment 5 to 18Other 1 to 20

Support equipment 5 to 13Furniture and office equipment 2 to 15Data processing equipment and software 3 to 10

Other 2 to 20

An item of property, plant and equipment is derecognised upondisposal or when no future economic benefits are expected fromits use or disposal. Any gain or loss arising on derecognition ofthe asset (calculated as the difference between the net disposalproceeds and the carrying amount of the asset) is included inthe income statement in the year the asset is derecognised.

Assets held under finance leases are depreciated over theirexpected useful lives on the same basis as owned assets or,where shorter, the term of the relevant lease if there is noreasonable certainty that the Company will obtain ownership bythe end of the lease term.

Intangible assetsAt initial recognition acquired intangible assets are recognised attheir purchase price, including import duties and non-refundablepurchase taxes, after deducting trade discounts and rebates. Therecognised cost includes any directly attributable costs for preparingthe asset for its intended use. Internally generated intangible assetsare recognised at cost comprising all directly attributable costsnecessary to create and prepare the asset to be capable ofoperating in the manner intended by management. Licences,software, trademarks, copyrights and other intangible assets arecarried at cost less accumulated amortisation and any accumulatedimpairment losses. Amortisation commences when the intangibleassets are available for their intended use and is recognised on astraight-line basis over the assets’ expected useful lives. Amortisationceases at the earlier of the date that the asset is classified as heldfor sale and the date that the asset is derecognised.

The residual value of intangible assets is the estimated amountthat the Company would currently obtain from the disposal ofthe asset, after deducting the estimated cost of disposal, if theasset were already of the age and in the condition expected at

the end of its useful life. Due to the nature of the asset theresidual value is assumed to be zero unless there is acommitment by a third party to purchase the asset at the end ofits useful life or when there is an active market that is likely toexist at the end of the asset’s useful life, which can be used toestimate the residual values. The residual values of intangibleassets and their useful lives are reviewed on an annual basis atbalance sheet date.

Intangible assets with indefinite useful lives and intangible assetsnot yet available for use are tested for impairment annuallyeither individually or at the cash-generating unit level. Suchintangibles are not amortised. The useful life of an intangibleasset with an indefinite life is reviewed annually to determinewhether indefinite life assessment continues to be supportable. Ifnot, the change in the useful life assessment from indefinite tofinite is made on a prospective basis.

Assets under construction represent application and other non-integral software and includes all direct expenditure as well asrelated borrowing costs capitalised, but excludes the costs ofabnormal amounts of waste material, labour or other resourcesincurred in the production of self-constructed assets.

Intangible assets are derecognised when they have beendisposed of or when the asset is permanently withdrawn from useand no future economic benefit is expected from its disposal. Anygains or losses on the retirement or disposal of assets arerecognised in the income statement in the year in which they arise.

The expected useful lives assigned to intangible assets are:

Years

Licences 5 to 30Software 2 to 10Trademarks, copyrights and other including FIFA brand 1 to 15

Asset retirement obligationsAsset retirement obligations related to property, plant andequipment and intangible assets are recognised at the presentvalue of expected future cash flows when the obligation todismantle or restore the site arises. The increase in the relatedasset’s carrying value is depreciated over its estimated usefullife. The unwinding of the discount is included in financecharges and fair value movements. Changes in themeasurement of an existing liability that result from changes inthe estimated timing or amount of the outflow of resourcesrequired to settle the liability, or a change in the discount rate,are accounted for as increases or decreases to the original costof the recognised assets. If the amount deducted exceeds thecarrying amount of the asset, the excess is recognisedimmediately in profit and loss.






Non-current assets held for sale

Non-current assets and disposal groups are classified as held

for sale if their carrying amount will be recovered through a sale

transaction rather than through continuing use. This condition is

regarded as met only when the sale is highly probable and the

asset (or disposal group) is available for immediate sale in its

present condition. Management must be committed to the sale,

which should be expected to qualify for recognition as a

complete sale within one year from the date of classification.

Assets are no longer depreciated when they are classified into

this category.

Non-current assets (and disposal groups) classified as held for

sale are measured at the lower of the assets’ previous carrying

amount and fair value less costs to sell.

Impairment of property, plant and equipment and

intangible assets

The Company regularly reviews its non-financial assets and

cash-generating units for any indication of impairment. When

indicators, including changes in technology, market, economic,

legal and operating environments occur and could result in

changes of the asset’s or cash-generating unit’s estimated

recoverable amount, an impairment test is performed.

The recoverable amount of assets or cash-generating units is

measured using the higher of the fair value less costs to sell and

its value in use, which is the present value of projected cash

flows covering the remaining useful lives of the assets.

Impairment losses are recognised when the asset’s carrying

value exceeds its estimated recoverable amount. Where

applicable, the recoverable amount is determined for the cash-

generating unit to which the asset belongs.

Previously recognised impairment losses are reviewed annually

for any indication that it may no longer exist or may have

decreased. If any such indication exists, the recoverable amount

of the asset is estimated. Such impairment losses are reversed

through the income statement if the recoverable amount has

increased as a result of a change in the estimates used to

determine the recoverable amount, but not to an amount higher

than the carrying amount that would have been determined (net

of depreciation or amortisation) had no impairment loss been

recognised in prior years.

Repairs and maintenance

The Company expenses all costs associated with repairs and

maintenance, unless it is probable that such costs would result in

increased future economic benefits flowing to the Company,

and the costs can be reliably measured.

Borrowing costs

Financing costs directly associated with the acquisition or

construction of assets that require more than three months to

complete and place in service are capitalised at interest rates

relating to loans specifically raised for that purpose, or at the

weighted average borrowing rate where the general pool of

Company borrowings was utilised. Other borrowing costs are

expensed as incurred.

Deferred revenue and expenses

Activation revenue and costs are recognised in accordance with

the principles contained in Emerging Issues Task Force Issue

No 00-21, Revenue Arrangements with Multiple Deliverables

(’EITF 00-21’), issued in the United States. This results in

activation revenue and costs up to the amount of the deferred

revenue being deferred and recognised systematically over the

expected duration of the customer relationship because it is

considered to be part of the customers’ ongoing rights to

telecommunication services and the operator’s continuing

involvement. Any excess of the costs over revenues is expensed

immediately.

Subsidiaries and joint venture

Investments in subsidiaries, special purpose entities and joint

ventures are carried at cost and adjusted for any impairment

losses.

Inventories

Installation material, maintenance and network equipment

inventories are stated at the lower of cost, determined on a

weighted average basis and estimated net realisable value.

Merchandise inventories are stated at the lower of cost,

determined on a first-in first-out (’FIFO’) basis and estimated net

realisable value. Write-down of inventories arises when, for

example, goods are damaged or when net realisable value is

lower than carrying value.

Financial instruments

Recognition and initial measurement

All financial instruments are initially recognised at fair value,

plus, in the case of financial assets and liabilities not at fair

value through profit or loss, transaction costs that are directly

attributable to the acquisition or issue. Financial instruments are

recognised when the Company becomes a party to their

contractual arrangements. All regular way transactions are

accounted for on settlement date. Regular way purchases or

sales are purchases or sales of financial assets that require

delivery of assets within the period generally established by

regulation or convention in the marketplace.






Financial instruments (continued)

Subsequent measurement

Subsequent to initial recognition, the Company classifies

financial assets as ’at fair value through profit or loss’, ’held-to-

maturity investments’, ’loans and receivables’, or ’available-for-

sale'. Financial liabilities are classified ’at fair value through

profit or loss’ or ’other financial liabilities’. The measurement of

each is set out below and presented in a table in note 12.

The fair value of financial assets and liabilities that are actively

traded in financial markets is determined by reference to quoted

market prices at the close of business on the balance sheet date.

Where there is no active market, fair value is determined using

valuation techniques such as discounted cash flow analysis.

Financial assets at fair value through profit or loss

The Company classifies financial assets that are held for trading

in the category ’financial assets at fair value through profit or

loss’. Financial assets are classified as held for trading if they

are acquired for the purpose of selling in the future. Derivatives

not designated as hedges are also classified as held for trading.

On remeasurement to fair value the gains or losses on held for

trading financial assets are recognised in net finance charges

and fair value movements for the year.

Gains and losses arising from changes in the fair value of the

’financial assets at fair value through profit or loss’ category are

presented in the income statement within ’finance charges and

fair value movements’ in the period which they arise.

Held-to-maturity financial assets

The Company classifies non-derivative financial assets with fixed

or determinable payments and fixed maturity dates as held-to-

maturity when the Company has the positive intention and

ability to hold to maturity. These assets are subsequently

measured at amortised cost. Amortised cost is computed as the

amount initially recognised minus principal repayments, plus or

minus the cumulative amortisation using the effective interest

method. This calculation includes all fees paid or received

between parties to the contract. For investments carried at

amortised cost, gains and losses are recognised in net profit or

loss when the investments are sold or impaired.

Loans and receivables

Loans and receivables are non-derivative financial assets with

fixed or determinable payments that are not quoted in an active

market. Such assets are carried at amortised cost using the

effective interest method. Trade receivables are subsequently

measured at the original invoice amount where the effect of

discounting is not material.

Available-for-sale financial assets

Available-for-sale financial assets are those non-derivative assets

that are designated as available-for-sale, or are not classified in

any of the three preceding categories. Equity instruments are all

treated as available-for-sale financial instruments. After initial

recognition, available-for-sale financial assets are measured at

fair value, with gains and losses being recognised as a

separate component of equity, net of taxation. Dividend income

is recognised in the income statement as part of other income

when the Company’s right to receive payment is established.

Changes in the fair value of monetary items denominated in a

foreign currency and classified as available-for-sale are

analysed between translation differences resulting from changes

in amortised cost of the security and other changes in carrying

amount of the item. The translation differences on monetary

items are recognised in profit or loss, while translation

differences on non-monetary securities are recognised in equity.

Changes in the fair value of monetary and non-monetary items

classified as available-for-sale are recognised directly in equity.

When an investment is derecognised or determined to be

impaired, the cumulative gain or loss previously recorded in

equity is recognised in profit or loss.

Financial liabilities at fair value through profit or loss

Financial liabilities are classified as ‘at fair value through profit

or loss’ (’FVTPL’) where the financial liability is held for trading.

A financial liability is classified as held for trading:

• if it is acquired for the purpose of settling in the near term; or

• if it is a derivative that is not designated and effective as a

hedging instrument.

Financial liabilities at a FVTPL are stated at fair value, with any

resultant gains or losses recognised in profit or loss. The net gain

or loss recognised in profit or loss incorporates any interest paid

on the financial liability.


Other financial liabilities are subsequently measured at

amortised cost using the effective interest rate method, with

interest expense recognised in finance charges and fair value

movements, on an effective interest rate basis.

The effective interest rate is the rate that accurately discounts

estimated future cash payments through the expected life of the

financial liability or, where appropriate, a shorter period.







Financial guarantee contracts

Financial guarantee contracts are subsequently measured at the

higher of the amount determined in accordance with IAS37

Provisions, Contingent Liabilities and Contingent Assets or the

amount initially recognised less, when appropriate, cumulative

amortisation, recognised in accordance with IAS18 Revenue.

Cash and cash equivalents

Cash and cash equivalents are measured at amortised cost. This

comprises cash on hand, deposits held on call and term

deposits with an initial maturity of less than three months when

entered into.

For the purpose of the cash flow statement, cash and cash

equivalents consist of cash and cash equivalents defined above,

net of credit facilities utilised.

Capital and money market transactions

New bonds and commercial paper bills issued are subsequently

measured at amortised cost using the effective interest rate

method.

Bonds issued where the Company is a buyer and seller of last

resort are carried at fair value. The Company does not actively

trade in bonds.

Derecognition

A financial instrument or a portion of a financial instrument will

be derecognised and a gain or loss recognised when the

Company’s contractual rights expire, financial assets are

transferred or financial liabilities are extinguished. On

derecognition of a financial asset or liability, the difference

between the consideration and the carrying amount on the

settlement date is included in finance charges and fair value

movements for the year. For available-for-sale assets, the fair

value adjustment relating to prior revaluations of assets is

transferred from equity and recognised in finance charges and

fair value movements for the year.

Bonds and commercial paper bills are derecognised when the

obligation specified in the contract is discharged. The difference

between the carrying value of the bond and the amount paid to

extinguish the obligation is included in finance charges and fair


Impairment of financial assets

At each balance sheet date an assessment is made of whether

there are any indicators of impairment of a financial asset or a

group of financial assets based on observable data about one

or more loss events that occurred after the initial recognition of

the asset or the group of assets. In the case of equity securities

classified as available-for-sale, a significant or prolonged

decline in the fair value of the security below its cost is

considered as an indicator that the securities are impaired. For

loans and receivables carried at amortised cost, if there is

objective evidence that an impairment loss has been incurred,

the amount of the loss is measured at the difference between the

asset’s carrying amount and the present value of estimated future

cashflows. The carrying amount of the asset is reduced through

the use of an allowance account and the amount of the loss is

recognised in the income statement.

If any such evidence exists for available-for-sale assets, the

cumulative loss – measured as the difference between the

acquisition cost and the current fair value, less any impairment

loss on that financial asset previously recognised in profit or loss

– is removed from equity and recognised in the income

statement. Impairment losses recognised in the income statement

on equity instruments are not reversed through the income

statement. The recoverable amount of financial assets carried at

amortised cost is calculated as the present value of expected

future cash flows discounted at the original effective interest rate

of the asset.

If, in a subsequent period, the amount of the impairment loss for

financial assets decreases and the decrease can be related

objectively to an event occurring after the impairment was

recognised, the previously recognised impairment loss is

reversed except for those financial assets classified as available-

for-sale and carried at cost that are not reversed. Any

subsequent reversal of an impairment loss is recognised in the

income statement, to the extent that the carrying value of the

asset does not exceed its amortised cost at the reversal date.

Reversals in respect of equity instruments classified as available-

for-sale are not recognised in profit and loss. Reversals of

impairment losses on debt instruments classified as available-for-

sale are reversed through the income statement, if the increase

in fair value of the instrument can be objectively related to an

event occurring after the impairment loss was recognised

through the income statement.

Embedded derivatives

The Company assesses whether an embedded derivative is

required to be separated from the host contract and accounted

for as a derivative when it first becomes party to the contract.

The Company reassesses the contract when there is a change

in the terms of the contract which significantly modifies the cash

flows that would otherwise be required under the contract.







Financial instruments: Disclosures

The Company groups its financial instruments into classes of

similar instruments and where disclosure is required, it discloses

them by class. It also discloses information about the nature and

extent of risks arising from its financial instruments (refer to

note 12).

Foreign currencies

The functional and presentation currency of the Company is the

South African Rand (ZAR).

Transactions denominated in foreign currencies are measured at

the rate of exchange at transaction date. Monetary items

denominated in foreign currencies are remeasured at the rate of

exchange at settlement date or balance sheet date, whichever

occurs first. Exchange differences on the settlement or translation

of monetary assets and liabilities are included in finance

charges and fair value movements in the period in which they

arise. Non-monetary items that are measured in terms of

historical cost in a foreign currency are translated using the

exchange rates as at the dates of the initial transactions. Non-

monetary items measured at fair value in a foreign currency are

translated using the exchange rates at the date when the fair

value is determined.

Treasury shares

Where the Company acquires, or in substance acquires, its

own shares, such shares are measured at cost and disclosed as

a reduction of equity. No gain or loss is recognised in profit or

loss on the purchase, sale, issue or cancellation of the

Company’s own equity instruments. Such shares are not

remeasured for changes in fair value.

Where the Company chooses or is required to buy equity

instruments from another party to satisfy its obligations to its

employees under the share-based payment arrangement by

delivery of its own shares, the transaction is accounted for as

equity-settled. This applies regardless of whether the employee’s

rights to the equity instruments were granted by the Company

itself or by its shareholders or was settled by the Company itself

or its shareholders.

Leases


all the risks and rewards incidental to ownership. All other

leases are classified as operating leases.

Where the Company enters into a service agreement as a

supplier or a customer that depends on the use of a specific

asset, and conveys the right to control the use of the specific

asset, the arrangement is assessed to determine whether it

contains a lease. Once it has been concluded that an

arrangement contains a lease, it is assessed against the criteria

in IAS17 to determine if the arrangement should be recognised

as a finance lease or operating lease.

The land and buildings elements of a lease of land and

buildings are considered separately for the purposes of lease

classification unless it is impractical to do so.

LesseeOperating lease payments are recognised in the income

statement on a straight-line basis over the lease term.

Assets acquired in terms of finance leases are capitalised at the

lower of fair value and the present value of the minimum lease

payments at inception of the lease and depreciated over the

lesser of the useful life of the asset and the lease term. The

capital element of future obligations under the leases is included

as a liability in the balance sheet. Lease finance costs are

amortised in the income statement over the lease term using the

interest rate implicit in the lease. Where a sale and leaseback

transaction results in a finance lease, any excess of sale

proceeds over the carrying amount is deferred and recognised

in the income statement over the term of the lease.

LessorOperating lease revenue is recognised in the income statement

on a straight-line basis over the lease term.

Assets held under a finance lease are recognised in the balance

sheet and presented as a receivable at an amount equal to the

net investment in the lease. The recognition of finance income

is based on a pattern reflecting a constant periodic rate of return

on the net investment in the finance lease.

Employee benefitsPost-employment benefitsThe Company provides defined benefit and defined contribution

plans for the benefit of employees. These plans are funded by

the employees and the Company, taking into account

recommendations of the independent actuaries. The post-

retirement telephone rebate liability is unfunded.

Defined contribution plansThe Company’s funding of the defined contribution plans is

charged to employee expenses in the same year as the related

service is provided.






Employee benefits (continued)

Defined benefit plans

The Company provides defined benefit plans for pension,

retirement, post-retirement medical aid benefits and telephone

rebates to qualifying employees. The Company’s net obligation

in respect of defined benefits is calculated separately for each

plan by estimating the amount of future benefits earned in return

for services rendered.

The amount recognised in the balance sheet represents the

present value of the defined benefit obligations, calculated by

using the projected unit credit method, as adjusted for

unrecognised actuarial gains and losses, unrecognised past

service costs and reduced by the fair value of the related plan

assets. The amount of any surplus recognised and reflected as

a defined benefit asset is limited to unrecognised actuarial

losses and past service costs plus the present value of available

refunds and reductions in future contributions to the plan. To the

extent that there is uncertainty as to the entitlement to the surplus,

no asset is recognised. No gain is recognised solely as a result

of an actuarial loss or past service cost in the current period and

no loss is recognised solely as a result of an actuarial gain or

past service cost in the current period.

Actuarial gains and losses are recognised as employee

expenses when the cumulative unrecognised gains and losses

for each individual plan exceed 10% of the greater of the

present value of the Company’s obligation and the fair value of

plan assets at the beginning of the year. These gains or losses

are amortised on a straight-line basis over 10 years for all the

defined benefit plans, except gains or losses related to the

pensioners in the Telkom Retirement Fund or unless the standard

requires faster recognition. For the Telkom Retirement Fund

pensioners, the cumulative unrecognised actuarial gains and

losses in excess of the 10% corridor at the beginning of the year

are recognised immediately.

Past service costs are recognised immediately to the extent that

the benefits are vested, otherwise they are recognised on a

straight-line basis over the average period the benefits become

vested.

Leave benefits

Annual leave entitlement is provided for over the period that the

leave accrues and is subject to a cap of 22 days.

Workforce reduction

Workforce reduction expenses are payable when employment

is terminated before the normal retirement age or when an

employee accepts voluntary redundancy in exchange for

benefits. Workforce reduction benefits are recognised when the

entity is demonstrably committed and it is probable that the

expenses will be incurred. In the case of an offer made to

encourage voluntary redundancy, the measurement of

termination benefits is based on the number of employees

expected to accept the offer.

Share-based compensation

The grants of equity instruments, made to employees in terms of

the Telkom Conditional Share Plan, are classified as equity-

settled share-based payment transactions. The expense relating

to the services rendered by the employees, and the

corresponding increase in equity, is measured at the fair value

of the equity instruments at their date of grant based on the

market price at grant date, adjusted for the lack of entitlement to

dividends during the vesting period. This compensation cost is

recognised over the vesting period, based on the best available

estimate at each balance sheet date of the number of equity

instruments that are expected to vest.

Short-term employee benefits

The cost of all short-term employee benefits is recognised during

the year the employees render services, unless the Company

uses the services of employees in the construction of an asset

and the benefits received meet the recognition criteria of an

asset, at which stage it is included as part of the related

property, plant and equipment or intangible asset item.

Provisions

Provisions are recognised when the Company has a present

obligation (legal or constructive) as a result of a past event, it is

probable that an outflow of resources will be required to settle

the obligation, and a reliable estimate can be made of the

amount of the obligation. Provisions are reviewed at each

balance sheet date and adjusted to reflect the current best

estimate. Where the effect of the time value of money is

material, the amount of the provision is the present value of the

expenditures expected to be required to settle the obligation.





2007 2008 2009

Rm Rm Rm

3. REVENUE3.1 Total revenue 35,818 36,641 37,058

Operating revenue 32,340 32,571 33,659

Other income (excluding profit on disposal of property, plant and

equipment, intangible assets and investments, refer to note 4) 276 331 492

Investment income (refer to note 6) 3,202 3,739 2,907

3.2 Operating revenue 32,340 32,571 33,659

Subscriptions, connections and other usage 6,286 6,330 6,614

Traffic 16,740 15,949 15,323

Domestic (local and long distance) 7,563 6,327 5,670

Fixed-to-mobile 7,646 7,557 7,420

International (outgoing) 988 986 933

Subscription based calling plans 543 1,079 1,300

Interconnection 1,639 1,757 2,084

Data 7,489 8,308 9,310

Sundry revenue 186 227 328

4. OTHER INCOME 655 498 524

Other income (included in Total revenue, refer to note 3) 276 331 492

Interest received from trade receivables 181 211 214

Other interest 8 37 189

Sundry income 87 83 89

Profit on disposal of property, plant and equipment and intangible

assets 15 167 32

Profit on disposal of investment 364 – –

The increase in the current year’s other interest is a result of the

increase in loans to subsidiaries (refer to note 11).





2007 2008 2009

Rm Rm Rm

5. OPERATING EXPENSESOperating expenses comprise:

5.1 Employee expenses 7,077 7,386 7,990

Salaries and wages 5,076 5,519 5,742

Medical aid contributions 377 407 404

Retirement contributions 439 460 460

Post-retirement pension and retirement fund (refer to note 25) 33 5 29




Actuarial gain (136) (16) –


Asset limitation 322 222 220

Post-retirement medical aid (refer to note 25) 329 277 455










Share-based compensation expense (refer to note 22 and 25) 141 522 554

Other benefits* 1,274 969 1,021

Employee expenses capitalised (696) (800) (736)

* Other benefits include annual leave, performance incentive, service bonuses, skills development and workforce reduction expenses.

5.2 Payments to other operators 6,461 6,902 7,536

Payments to other network operators consist of expenses in

respect of interconnection with other network operators.

5.3 Selling, general and administrative expenses 3,970 3,904 6,580

Selling and administrative expenses 1,329 1,108 3,428

Maintenance 1,900 1,996 2,293

Marketing 604 583 574

Bad debts (refer to note 17) 137 217 285

Included in the current year’s selling and administrative expenses, a total impairment loss of R2,178 million (2008: R229 million;

2007: RNil) has been recognised on investments.





2007 2008 2009

Rm Rm Rm

5. OPERATING EXPENSES (continued)5.4 Service fees 2,236 2,410 2,760

Facilities and property management 1,140 1,221 1,261 Consultancy services 209 160 324 Security and other 833 978 1,122 Auditors’ remuneration 54 51 53

Audit services 53 51 50

Company auditors 47 46 46

Current year 47 43 46 Prior year underprovision – 3 –

Other auditors – current year 6 5 4

Other services 1 – 3

Included in the current year’s consultancy services is an amount of R177 million relating to services rendered in respect of the transaction to dispose of the Company’s stake in Vodacom Group (Proprietary) Limited.

The increase in the current year’s security and other costs is mainly attributable to the new contract negotiated to secure the copper network in the Company’s drive to cutting down on cable thefts.

5.5 Operating leases 762 619 613

Land and buildings 131 142 166 Equipment 79 49 58 Vehicles 552 428 389

5.6 Depreciation, amortisation and write-offs 3,583 3,732 4,358

Depreciation of property, plant and equipment (refer to note 9) 2,994 3,062 3,398 Amortisation of intangible assets (refer to note 10) 305 408 638 Write-offs of property, plant and equipment and intangible assets 284 262 322

Included in the current year’s amortisation of intangible assets is an amount of R134 million relating to the FIFA brand intangible asset.

In recognition of the changed usage patterns of certain items of property, plant and equipment and intangible assets, the Company revised their remaining useful lives as at March 31. The assets affected were individual items of Network equipment, Data processing equipment, Support equipment, Freehold land and buildings and Intangible assets. The revised estimated useful lives of these assets as set out below, resulted in a decrease of the current year depreciation and amortisation charges of R11,4 million (2008: R196 million; 2007: R942 million).

Previous life Revised lifeYears Years

Property, plant and equipmentOther 2 – 15 2 – 20





2007 2008 2009

Rm Rm Rm

6. INVESTMENT INCOME 3,202 3,739 2,907

Interest income 196 142 160

Dividend income from joint venture 2,700 2,970 2,600

Dividend income from subsidiaries 306 627 147

Included in investment income is an amount of R160 million

(2008: R142 million; 2007: R196 million) which relates to

interest earned from financial assets not measured at fair value

through profit or loss.

7. FINANCE CHARGES AND FAIR VALUE MOVEMENTS 1,027 1,289 1,460

Finance charges on interest-bearing debt 1,142 1,499 1,655

Local debt 1,303 1,675 1,818

Finance charges capitalised (161) (176) (163)

Foreign exchange gains and losses and fair value movements (115) (210) (195)

Foreign exchange losses/(gains) 58 116 (318)

Fair value adjustments on derivative instruments (173) (326) 123

Capitalisation rate 14.8% 12.6% 12.4%

Included in finance charges is an amount of R1,655 million (2008: R1,499 million; 2007: R1,142 million) which relates to interest paid

on financial liabilities not measured at fair value through profit or loss.





2007 2008 2009

Rm Rm Rm

8. TAXATION 2,690 2,599 516

South African normal company taxation 1,874 1,879 1,510

Current taxation 1,907 1,879 1,540

Overprovision for prior year (33) – (30)

Deferred taxation 521 357 (1,150)

Temporary differences – normal company taxation 561 255 111

Temporary difference – secondary taxation on companies

(’STC’) taxation credits (raised)/utilised (41) 157 (87)

Capital gains taxation (’CGT’) – – (1,280)

Change in taxation rate – (55) –

Underprovision in prior year 1 – 106

Secondary taxation on companies 295 363 156

Reconciliation of taxation rate % % %

Effective rate 24.2 24.6 8.9

South African normal rate of taxation 29.0 29.0 28.0

Adjusted for: (4.8) (4.4) (19.1)

Change in taxation rate – (0.5) –

Exempt income (8.3) (10.6) (13.9)

Disallowable expenditure 1.5 1.8 13.8

STC taxation credits (raised)/utilised (0.4) 1.5 (1.5)

STC taxation charge 2.7 3.4 2.7

CGT asset – – (22.1)

Other – – 0.6

Net (overprovision)/underprovision for prior year (0.3) – 1.3

The Company has historically filed, and continues to file, all required income taxation returns. Management believes that the principles

applied in determining the Company’s taxation obligations are consistent with the principles and interpretations of South African taxation

laws.

Included in the current year’s deferred taxation expense is an amount of R1,280 million relating to the deferred taxation on the CGT

base cost of the investments which are held for sale.

The decrease in the deferred taxation expense is mainly due to the temporary difference on CGT as well as the decrease in STC

taxation credits.

South African normal rate of taxation has decreased from 29% to 28% effective from the March 31, 2009 financial year.





2007 2008 2009

Accumulated Carrying Accumulated Carrying Accumulated Carrying

Cost depreciation value Cost depreciation value Cost depreciation value


9. PROPERTY, PLANT AND EQUIPMENTFreehold land

and buildings 4,381 (1,829) 2,552 4,581 (1,988) 2,593 4,886 (2,128) 2,758

Leasehold

buildings 496 (299) 197 534 (348) 186 519 (355) 164

Network

equipment 49,780 (25,774) 24,006 52,952 (27,366) 25,586 57,438 (29,470) 27,968

Support

equipment 3,584 (2,209) 1,375 3,863 (2,377) 1,486 3,916 (2,479) 1,437

Furniture and

office

equipment 345 (236) 109 372 (265) 107 387 (286) 101

Data processing

equipment and

software 4,758 (3,022) 1,736 4,951 (3,103) 1,848 5,041 (3,309) 1,732

Under

construction 2,530 – 2,530 3,362 – 3,362 2,907 – 2,907

Other 456 (347) 109 476 (371) 105 694 (416) 278

66,330 (33,716) 32,614 71,091 (35,818) 35,273 75,788 (38,443) 37,345

Fully depreciated assets with a cost of R155 million (2008: R498 million; 2007: R1,225 million) were derecognised in the 2009 financial

year. This has reduced both the cost and accumulated depreciation of property, plant and equipment.

Property, plant and equipment with a carrying value of R158 million (2008: R188 million; 2007: R203 million) are pledged as security.

Details of the loans are disclosed in note 23.





9. PROPERTY, PLANT AND EQUIPMENT (continued)The carrying amounts of property, plant and equipment can be reconciled as follows:

Carrying Carrying value at Write-offs value at

beginning and end of year Additions Transfers reversals Disposals Depreciation of year

Rm Rm Rm Rm Rm Rm Rm

2009Freehold land and buildings 2,593 258 81 (5) (2) (167) 2,758 Leasehold buildings 186 2 – – – (24) 164 Network equipment 25,586 2,830 2,292 (141) (71) (2,528) 27,968 Support equipment 1,486 127 118 (12) – (282) 1,437Furniture and office equipment 107 7 8 – – (21) 101 Data processing equipment and software 1,848 145 63 (4) – (320) 1,732Under construction 3,362 2,281 (2,627) (109) – – 2,907Other 105 216 14 (1) – (56) 278

35,273 5,866 (51) (272) (73) (3,398) 37,345

2008Freehold land and buildings 2,552 198 22 (3) (8) (168) 2,593 Leasehold buildings 197 7 30 – – (48) 186 Network equipment 24,006 2,693 1,308 (96) (88) (2,237) 25,586 Support equipment 1,375 257 117 (7) – (256) 1,486 Furniture and office equipment 109 26 1 – – (29) 107 Data processing equipment and software 1,736 268 161 (14) – (303) 1,848 Under construction 2,530 2,588 (1,725) (31) – – 3,362 Other 109 7 10 – – (21) 105

32,614 6,044 (76) (151) (96) (3,062) 35,273

2007Freehold land and buildings 2,610 102 (8) 17 – (169) 2,552 Leasehold buildings 240 – – – (14) (29) 197 Network equipment 23,253 2,599 847 (190) (240) (2,263) 24,006 Support equipment 1,134 352 105 (13) – (203) 1,375 Furniture and office equipment 104 11 5 – – (11) 109 Data processing equipment and software 1,779 303 (48) (9) – (289) 1,736 Under construction 1,316 2,163 (912) (37) – – 2,530 Other 52 16 72 (1) – (30) 109

30,488 5,546 61 (233) (254) (2,994) 32,614

Full details of land and buildings are available for inspection at the registered offices of the Company.

The Company does not have temporarily idle property, plant and equipment.

A major portion of this capital expenditure relates to the expansion of existing networks and services. An extensive build programme thatprovides capacity for growth in services, with focus on the Next Generation Network technologies, has resulted in an increase in property,plant and equipment additions which is expected to continue over the next few years.

Included in the current year’s additions in the other category is an amount of R179 million (2008: R31 million; 2007: RNil) that relatesto finance leases.

An amount of R71 million (2008: R88 million; 2007: R240 million) under property, plant and equipment disposals relates to thereclassification of Customer Premises Equipment at the start of the lease. These disposals are as a result of the Company entering into aleasing arrangement.





2007 2008 2009

Accumulated Carrying Accumulated Carrying Accumulated Carrying

Cost amortisation value Cost amortisation value Cost amortisation value


10. INTANGIBLE ASSETSTrademarks, copyrightsand FIFA brand 52 (52) – 197 (59) 138 457 (203) 254 Software 5,306 (2,913) 2,393 6,239 (3,312) 2,927 7,031 (3,785) 3,246 Under construction 1,109 – 1,109 741 – 741 488 – 488

6,467 (2,965) 3,502 7,177 (3,371) 3,806 7,976 (3,988) 3,988

The carrying amounts of intangible assets can be reconciled as follows:Carrying Carrying value at value at

beginning end of year Additions Transfers Write-offs Disposals Amortisation of year

Rm Rm Rm Rm Rm Rm Rm

2009Trademarks, copyrights and FIFA brand 138 260 – – – (144) 254Software 2,927 207 607 (1) – (494) 3,246Under construction 741 357 (555) (55) – – 488

3,806 824 52 (56) – (638) 3,988

2008Trademarks and copyrights – 144 – – – (6) 138 Software 2,393 250 688 (2) – (402) 2,927 Under construction 1,109 353 (612) (109) – – 741

3,502 747 76 (111) – (408) 3,806

2007Software 1,804 323 575 (4) – (305) 2,393 Under construction 1,063 729 (636) (47) – – 1,109

2,867 1,052 (61) (51) – (305) 3,502

There are no intangible assets whose title is restricted, or that have been pledged as security for liabilities at March 31, 2009.

Intangible assets that are material to the Company consist of Software, Copyrights and Trademarks whose average remaining amortisationperiod is 5.6 years (2008: 5.9 years; 2007: 6.58 years).

No intangible asset has been assessed as having an indefinite useful life.





2007 2008 2009

Rm Rm Rm

11. INVESTMENTS 887 3,883 7,693

Special purpose entity – cell captiveCost 535 535 535 Subsidiaries 352 3,348 7,158

Trudon (formerly TDS Directory Operations) (Proprietary) Limited64.90% shareholding at cost 167 167 167 Swiftnet (Proprietary) Limited**100% shareholding at cost 25 25 – Rossal No 65 (Proprietary) Limited – – – 100% shareholding at cost (R100) – – – Acajou Investments (Proprietary) Limited100% shareholding at cost (R100) – – – Intekom (Proprietary) Limited100% shareholding at cost 10 10 10 Q-Trunk (Proprietary) Limited – – –

100% shareholding at cost 10 10 10 Loan 30 26 22 Impairment (40) (36) (32)

Telkom Media (Proprietary) Limited** – 109 –

75% shareholding at cost (R2,868) – – – Loan – 326 – Impairment of loan – (217) –

Africa Online Limited 150 212 275

100% shareholding at cost 150 150 150 Impairment of investment – (12) (97)Loan – 74 222

Multi-Links Telecommunications Limited* – 840 5,595

25% shareholding at cost – – 1,339 Impairment of investment – – (969)Loan – 840 5,225

Telkom Communications International (Proprietary) Limited 100% shareholding at cost (R12) – – – Telkom International (Proprietary) Limited* – 1,985 1,111

100% shareholding at cost (R100) – – – Loan – 1,985 1,985 Impairment of loan – – (874)Available-for-saleUnlisted investmentRascom0.69% (2008: 0.69%; 2007: 0.69%) interest in Regional African Satellite Communications Organisation, headquartered in Abidjan, Ivory Coast, at cost – – –

Cost 1 1 1 Impairment (1) (1) (1)IncorporationThe subsidiaries and joint venture are all incorporated in the Republic of South Africa, with the exception of Telkom CommunicationsInternational (Proprietary) Limited and Africa Online Limited that are incorporated in the Republic of Mauritius, and Multi-LinksTelecommunications (Proprietary) Limited, which is incorporated in Nigeria.

* The 75% shareholding in Multi-Links Telecommunications Limited is an indirect investment through Telkom International (Proprietary) Limited.** The investments Swiftnet (Proprietary) Limited and Telkom Media (Proprietary) Limited are both classified as assets held for sale in the 2009 financial year

in terms of IFRS5. (Refer to note 16.)

The aggregate directors’ valuation of the above investments is R321 million (2008: R7,658 million; 2007: R6,690 million) based on netasset values.





12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Risk management

Exposure to continuously changing market conditions has made management of financial risk critical for the Company. Treasury policies,

risk limits and control procedures are continuously monitored by the Board of Directors through its audit and risk committee.

The Company holds or issues financial instruments to finance its operations, for the temporary investment of short-term funds and to manage

currency and interest rate risks. In addition, financial instruments such as trade receivables and payables arise directly from the Company’s

operations.

The Company finances its operations primarily by a mixture of issued share capital, retained earnings, long-term and short-term loans. The

Company uses derivative financial instruments to manage its exposure to market risks from changes in interest and foreign exchange rates.

The derivatives used for this purpose are principally interest rate swaps and forward exchange contracts. The Company does not speculate

in derivative instruments.

The table below sets out the classification of financial assets and liabilities:

At fair

value

through Financial

profit liabilities

or loss at Loans Available Total

held for amortised Held-to- and for carrying Fair

trading cost maturity receivables sale value value

Notes Rm Rm Rm Rm Rm Rm Rm

Classes of financial instruments

per balance sheet

2009

Assets 154 – 1,044 15,062 34 16,294 16,460

Trade and other receivables* 17 – – – 6,153 – 6,153 6,153

Investments 11 – – – 7,693 – 7,693 7,693

Finance lease receivable 13 – – – 275 – 275 275

Assets held for sale and

discontinued operations 16 – – – – 34 34 200

Other financial assets 154 – 1,044 – – 1,198 1,198

Repurchase agreements 18 – – 1,044 – – 1,044 1,044

Interest rate swaps 18 4 – – – – 4 4

Forward exchange contracts 18 150 – – – – 150 150

Cash and cash equivalents 19 – – – 941 – 941 941

Liabilities (225) (23,257) – – – (23,482) (24,555)





Other financial liabilities (225) – – – – (225) (225)

Interest rate swaps 18 (72) – – – – (72) (72)

Forward exchange contracts 18 (153) – – – – (153) (153)

(71) (23,257) 1,044 15,062 34 (7,188) (8,095)





12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)At fair value

through Financial profit or liabilities at Total

loss held amortised Held-to- Loans and Available carrying Fair for trading cost maturity receivables for sale value value


Classes of financial instruments per balance sheet2008Assets 443 – – 11,224 – 11,667 11,667

Trade and other receivables* 17 – – – 6,593 – 6,593 6,593 Investments 11 – – – 3,883 – 3,883 3,883 Finance lease receivable 13 – – – 265 – 265 265 Other financial assets 443 – – – – 443 443

Forward exchange contracts 18 443 – – – – 443 443


Liabilities (168) (18,346) – – – (18,514) (19,029)

Interest bearing debt 23 – (13,362) – – – (13,362) (13,877)Trade and other payables 27 – (4,923) – – – (4,923) (4,923)Shareholders for dividend 32 – (20) – – – (20) (20)Credit facilities utilised 19 – (41) – – – (41) (41)Other financial liabilities (168) – – – – (168) (168)

Forward exchange contracts 18 (168) – – – – (168) (168)

275 (18,346) – 11,224 – (6,847) (7,362)

Classes of financial instruments per balance sheet2007Assets 229 – – 7,025 – 7,254 7,254

Trade and other receivables* 17 – – – 5,755 – 5,755 5,755 Investments 11 – – – 887 – 887 887 Finance lease receivable 13 – – – 207 – 207 207 Other financial assets 229 – – – – 229 229

Bills of exchange 18 98 – – – – 98 98 Forward exchange contracts 18 131 – – – – 131 131


Liabilities (155) (13,333) – – – (13,488) (14,849)

Interest bearing debt 23 (98) (8,985) – – – (9,083) (10,444)Trade and other payables 27 – (4,333) – – – (4,333) (4,333)Shareholders for dividend 32 – (15) – – – (15) (15)Credit facilities utilised 19 – – – – – – –Other financial liabilities (57) – – – – (57) (57)

Interest rate swaps 18 (26) – – – – (26) (26)Forward exchange contracts 18 (31) – – – – (31) (31)

74 (13,333) – 7,025 – (6,234) (7,595)






12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

12.1. Fair value of financial instruments

Carrying value of all financial instruments noted in the balance sheet approximates fair value except as disclosed below.

The estimated net fair values as at March 31, 2009, have been determined using available market information and appropriate valuation

methodologies as outlined below. This value is not necessarily indicative of the amounts that the Company could realise in the normal course

of business.

Derivatives are recognised at fair value.

The fair values of derivatives are determined using quoted prices or, where such prices are not available, discounted cash flow analysis is

used. These amounts reflect the approximate values of the net derivative position at the balance sheet date.

The carrying value of receivables, bank balances, repurchase agreements and other liquid funds, payables and accruals, approximate

their fair value due to the short-term maturities of these instruments.

The fair values of the borrowings disclosed above are based on quoted prices or, where such prices are not available, the expected future

payments discounted at market interest rates, as a result they differ from carrying values.

The fair values of listed investments are based on quoted market prices.

12.2 Interest rate risk management

Interest rate risk arises from the repricing of the Company’s forward cover and floating rate debt as well as incremental funding or new

borrowings and the refinancing of existing borrowings.

The Company’s policy is to manage interest cost through the utilisation of a mix of fixed and floating rate debt. In order to manage this mix

in a cost efficient manner and to hedge specific exposure in the interest rate repricing profile of the existing borrowings and anticipated

peak additional borrowings, the Company makes use of interest rate derivatives as approved in terms of the Company policy limits. Fixed

rate debt represents approximately 64.86% (2008: 57.03%; 2007: 98.83%) of the total debt. The debt profile of mainly fixed rate debt

has been maintained to limit the Company’s exposure to interest rate increases given the size of the Company’s debt portfolio. There were

no changes in the policies and processes for managing and measuring the risk from the previous period.

The table below summarises the interest rate swaps outstanding as at March 31:

Weighted

average

Notional coupon

Average amount rate

maturity Currency Rm %

2009


Pay fixed 2-5 years ZAR 2,000 10.84

2008


Pay fixed – – – –

2007


Pay fixed < 1 year ZAR 1,000 14.67

Pay fixed

The floating rate is based on the three months JIBAR, and is settled quarterly in arrears. The interest rate swaps are used to manage

interest rate risk on debt instruments.





12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.3. Credit risk management

Credit risk is the risk due to uncertainty in a counterparty’s ability to meet its obligations as they fall due.

Credit risk arises from derivative contracts entered into with financial institutions with a rating of A1 or better. The Company is not exposed

to significant concentrations of credit risk. Credit limits are set on an individual basis. The maximum exposure to the Company from

counterparties in respect of derivative contracts is a net favourable position of R29 million (2008: R289 million; 2007: R103 million). No

collateral is required when entering into derivative contracts. Credit limits are reviewed on an annual basis or when information becomes

available in the market. The Company limits the exposure to any counterparty and exposures are monitored daily. The Company expects

that all counterparties will meet their obligations.

With regard to credit risk arising from other financial assets of the Company, which comprises held-to-maturity investments, financial assets

held at fair value through profit or loss, loans and receivables and available-for-sale assets (other than equity investments), the Company’s

exposure to credit risk arises from a potential default by a counterparty, with a maximum exposure equal to the carrying amount of these

instruments.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each type of customer. Management reduces

the risk of irrecoverable debt by improving credit management through credit checks and limits. To reduce the risk of counterparty failure,

limits are set based on the individual ratings of counterparties by well-known ratings agencies. Trade receivables comprise a large

widespread customer base, covering residential, business, government, wholesale, global and corporate customer profiles.

Credit checks are performed on all customers, other than prepaid customers, on application for new services on an ongoing basis where

appropriate.

The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other

receivables. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets as well

as expected future cash flows. Refer to note 17.

The Company has provided a financial guarantee to Africa Online Limited for bank loans. At March 31, 2009 there was R26 million

(2008: R23 million; 2007: RNil) outstanding.

Telkom guarantees a certain portion of employees’ housing loans. The amount guaranteed differs depending on facts such as employment

period and salary rates. When an employee leaves the employment of Telkom, any housing debt guaranteed by Telkom is settled before

any pension payout can be made to the employee. The Company recognises a provision when it becomes probable that a guarantee will

be called. There is no provision outstanding in respect of these contingencies. The maximum amount of the guarantee in the event of the

default is R12 million. The fair value of the guarantee at March 31, 2009 was RNil (2008: RNil; 2007: RNil).

Given the deterioration of credit markets, stricter objectives, policies and processes were applied for managing and measuring the risk than

in the previous period.






The maximum exposure to credit risk for financial assets at the reporting date by type of customer was:

Carrying amount

2007 2008 2009

Rm Rm Rm


Business and residential 1,924 1,824 1,870

Global, corporate and wholesale 1,701 1,950 1,921

Government 318 368 444

Other 41 334 209

Impairment of trade receivables (153) (160) (205)

Derivatives 229 443 154

Loans receivable – 3,008 6,558

Other receivables* 1,924 2,277 1,914

5,984 10,044 12,865

* Excluding prepayments.

The ageing of trade receivables at the reporting date was:

2007 2008 2009

Rm Rm Rm

Not past due/current 3,250 3,654 3,361

Ageing of past due but not impaired

21 to 60 days 290 320 379

61 to 90 days 70 83 92

91 to 120 days 41 55 62

120+ days 180 204 345

3,831 4,316 4,239

The ageing in the allowance for the impairment of trade

receivables at reporting date was:

Ageing of impaired trade receivables:

Current defaulted 24 26 23

21 to 60 days 21 25 29

61 to 90 days 14 23 18

91 to 120 days 13 16 28

120+ days 81 70 107

153 160 205

The movement in the allowance for impairment in respect of trade receivables during the year is disclosed in note 17.

Included in the allowance for doubtful debts are individually impaired receivables with a balance of R49 million (2008: R32 million; 2007:

R49 million) which have been identified as being unable to service their debt obligation. The impairment recognised represents the

difference between the carrying amount of these trade receivables and the present value of the expected liquidation proceeds. The

Company does not hold any collateral over these balances.

During the 2009 year end the Company renegotiated the terms of trade receivables amounting to R1.9 million from a long outstanding

customer. No impairment losses were recognised.





12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.4. Liquidity risk management

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company is exposed to

liquidity risk as a result of uncertain cash flows as well as capital commitments of the Company. Liquidity risk is managed by Telkom’s

Corporate Finance division in accordance with policies and guidelines formulated by Telkom’s executive committee. In terms of its borrowing

requirements the Company ensures that sufficient facilities exist to meet its immediate obligations. In terms of its long-term liquidity risk, the

Company maintains a reasonable balance between the period over which assets generate funds and the period over which the respective

assets are funded. Short-term liquidity gaps may be funded through repurchase agreements and commercial paper bills.

There were no material changes in the exposure to liquidity risk and its objectives, policies and processes for managing and measuring

the risk during the 2009 financial year.

The table below summarises the maturity profile of the Company’s financial liabilities based on undiscounted contractual cash flow at the

balance sheet date:

Contractual

Carrying cash < 6 6 – 12 1 – 2 2 – 5

amount flows months months years years > 5 years


2009



finance leases) 23 16,720 18,297 5,059 2,500 1,815 5,167 3,756

Credit facilities utilised 19 106 106 106 – – – –

Trade and other payables 27 5,424 5,528 5,399 129 – – –

Finance lease liabilities 34 984 1,846 82 82 171 516 995


Other financial liabilities 18 225 235 147 6 82 – –

Interest rate swaps 72 82 – – 82 – –

Forward exchange contracts 153 153 147 6 – – –

23,459 26,012 10,793 2,717 2,068 5,683 4,751

2008



finance leases) 23 12,505 14,403 4,882 1,200 3,900 1,823 2,598

Credit facilities utilised 19 41 41 41 – – – –


Finance lease liabilities 34 857 1,794 64 62 123 395 1,150



Forward exchange contracts 18 168 168 83 85 – – –

18,494 21,329 9,679 1,661 4,023 2,218 3,748





12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.4. Liquidity risk management (continued)

Contractual

Carrying cash < 6 6 – 12 1 – 2 2 – 5

amount flows months months years years > 5 years


2007



finance leases) 23 8,231 10,416 1,350 4,680 – 1,806 2,580


Finance lease liabilities 34 852 1,903 59 61 137 356 1,290


Other financial liabilities 18 57 57 51 6 – – –

Interest rate swaps 26 26 26 – – – –

Forward exchange contracts 31 31 25 6 – – –

13,473 16,709 5,347 5,193 137 2,162 3,870

12.5. Foreign currency exchange rate risk management

The Company manages its foreign currency exchange rate risk by economically hedging all identifiable exposures via various financial

instruments suitable to the Company’s risk exposure.

Forward exchange contracts have been entered into to reduce the foreign currency exposure on the Company’s operations and liabilities.

The Company also enters into foreign forward exchange contracts to economically hedge interest expense and purchase and sale

commitments denominated in foreign currencies (primarily United States dollars and euros). The purpose of the Company’s foreign currency

hedging activities is to protect the Company from the risk that the eventual net cash flows will be adversely affected by changes in exchange

rates.

There were no changes in the exposure to foreign currency exchange rate risk and its objectives, policies and processes for managing and

measuring the risk from the previous period.





12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.5. Foreign currency exchange rate risk management (continued)

The following table details the foreign forward exchange contracts outstanding at year end:

Foreign

contract Forward


To buy m Rm Rm

2009

Currency

US$ 155 1,477 14

Euro 92 1,205 (24)

Other 36 69 (3)

2,751

2008

Currency

US$ 123 915 107

Euro 173 1,923 319

Other 40 166 17

3,004

2007

Currency

US$ 165 1,209 2

Euro 102 991 12

Other 68 80 2

2,280

To sell

2009

Currency

US$ 99 947 (22)

Euro 35 485 28

Other 21 43 4

1,475

2008

Currency

US$ 78 593 (67)

Euro 69 803 (98)

Other 22 105 (2)

1,501

2007

Currency

US$ 122 994 88

Euro 50 483 (5)

Other 31 40 1

1,517





12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.5. Foreign currency exchange rate risk management (continued)

The Company has various monetary assets and liabilities in currencies other than the Company’s functional currency. The following table

represents the net currency exposure (net carrying amount of foreign denominated monetary assets and liabilities) of the Company

according to the different foreign currencies.

United

States

Euro Dollar Other

Rm Rm Rm

2009



South African rand 203 6,097 19

2008



South African rand 219 1,117 51

2007



South African rand 282 90 70

Currency swaps

There were no currency swaps in place at March 31, 2009, 2008 and 2007.





12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.6 Sensitivity analysis

Interest rate risk

The following table illustrates the sensitivity to a reasonably possible change in the interest rates, with all other variables held constant:


Other Other

movements movements


Rm Rm Rm Rm

Classes of financial instruments per balance sheet

2009

Assets


Investments 56 – (56)


Repurchase agreements 10 – (10) –


Liabilities

Interest-bearing debt (62) 62



42 – (42) –

2008

Assets


Investments 9 – (9) –

Liabilities


(43) – 43 –






Interest rate risk (continued)


Other Other

movements movements


Rm Rm Rm Rm

2007

Assets


Liabilities

Interest-bearing debt 1 – – –



7 – (6) –

Foreign exchange currency risk

The following table illustrates the sensitivity to a reasonably possible change in the exchange rates, with all other variables held constant.



Other Other

movements movements


Rm Rm Rm Rm

Classes of financial instruments per balance sheet

2009

Assets




Forward exchange contract 1 – (1)

Liabilities





640 – (640) –






Foreign exchange currency risk (continued)



Other Other

movements movements


Rm Rm Rm Rm

2008

Assets





Liabilities




Forward exchange contract (153) – 153 –

174 – (174) –

2007

Assets




Liabilities





45 – (45) –

2007 2008 2009

R R R

12.7. Exchange rate table (closing rate)

United States dollar 7.248 8.132 9.484

Euro 9.649 12.854 12.617

Pound Sterling 14.189 16.166 13.555

Swedish krona 1.033 1.370 1.153

Japanese yen 0.061 0.082 0.097





12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.8. Capital management

The Board’s policy is to maintain a strong capital base so as to sustain investor, creditor, market confidence and future development of the

business. Capital comprises equity attributable to equity holders of the Company. The Company monitors capital using net debt to EBITDA

ratio. The Company’s policy is to keep the net debt to EBITDA ratio of between 1 and 2 times. Included in net debt are interest-bearing

debts, credit facilities and other financial liabilities, less cash and cash equivalents and other financial assets.

Telkom plans on continuing its share buy-back strategy based on certain criteria, including market conditions, availability of cash and other

investment opportunities and needs.

All of Telkom’s issued and outstanding ordinary shares, including the class A ordinary share and the class B ordinary share, rank equal for

dividends. No dividend may be declared to a holder of the class A ordinary share or class B ordinary share, unless the same dividend is

declared to holders of all ordinary shares. Telkom’s current dividend policy aims to provide shareholders with a competitive return on their

investment, while assuring sufficient reinvestment of profits to enable us to achieve our strategy. Telkom may revise its dividend policy from

time to time. The determination to pay dividends, and the amount of the dividends, will depend upon, among other things, the earnings,

financial position, capital requirements, general business conditions, cash flows, net debt levels and share buy-back plans.

The Company has access to financing facilities, the total unused amount of which is R6,226 million at the balance sheet date.

There were no changes in the Company’s approach to capital management during the year.

The Company is not subject to externally imposed capital requirements.

The net debt to EBITDA ratio is as follows:

2007 2008 2009

Rm Rm Rm

Non-current portion of interest-bearing debt 3,308 7,336 10,193

Current portion of interest -bearing debt 5,775 6,026 7,511

Other financial liabilities 57 168 225

Less: Cash and cash equivalents (176) (483) (941)

Plus: Credit facilities utilised – 41 106

Less: Other financial assets (229) (443) (1,198)

Net debt 8,735 12,645 15,896

EBITDA 12,489 11,848 8,704

Net debt to EBITDA ratio 0.70 1.07 1.83





13. FINANCE LEASE RECEIVABLESThe Company provides voice and non-voice services to its customers, which make use of router and PABX equipment that is dedicated to

specific customers. The disclosed information relates to certain customer arrangements which were assessed to be finance leases in terms

of IAS17.

Total < 1 year 1 – 5 years > 5 years

Rm Rm Rm Rm

2009






2008






2007










2007 2008 2009

Rm Rm Rm

14. DEFERRED TAXATION (990) (1,347) (198)

Opening balance (469) (990) (1,347)

Income statement movements (521) (357) 1,149

Temporary differences (520) (412) 1,255

Capital allowances (467) (446) (310)

Provisions and other allowances (94) 191 199

Capital gains taxation asset – – 1,279

Secondary taxation credits raised/(utilised) 41 (157) 87

Underprovision prior year (1) – (106)

Change in taxation rate – 55 –

The balance comprises: (990) (1,347) (198)

Capital allowances (2,527) (2,870) (3,181)

Provisions and other allowances 1,197 1,340 1,434

Capital gains taxation asset – – 1,279

STC taxation credits 340 183 270

Deferred taxation balance is made up as follows: (990) (1,347) (198)

Deferred taxation assets 340 183 1,549

Deferred taxation liabilities (1,330) (1,530) (1,747)

Unutilised STC credits 2,718 1,830 2,700

Secondary taxation on companies (STC) is provided for at a rate of 10% on the amount by which dividends declared by the Company

exceeds dividends received. The deferred taxation asset is raised as it is probable that it will be utilised in future. The asset will be released

as a taxation expense when dividends are declared.

The deferred taxation asset represents STC credits on past dividends received that are available to be utilised against dividends declared.

The deferred taxation asset also includes deferred tax on capital gains tax (CGT) base cost of the Vodacom Group (Proprietary) Limited

and Swiftnet (Proprietary) Limited (Swiftnet) investments that will be utilised against the future CGT liability on the Vodacom and Swiftnet

transactions. It is considered probable that these credits will be utilised in the future. The asset will be released as a taxation expense when

dividends are declared and when the CGT liability arises.

The deferred taxation liability increased mainly due to the increase in the difference between the carrying value and taxation value of

assets, as a result of the change in the estimate of useful lives of assets.





2007 2008 2009

Rm Rm Rm

15. INVENTORIES 839 873 1,331

Gross inventories 972 1,072 1,522

Write-down of inventories to net realisable value (133) (199) (191)

Inventories consist of the following categories: 839 873 1,331

Installation material, maintenance material and

network equipment 771 827 1,048

Merchandise 68 46 284

Write-down of inventories to net realisable value 133 199 191


Charged to selling, general and administrative expenses 152 164 167

Inventories written-off (82) (98) (174)

Inventory levels as at March 31, 2009, 2008 and 2007 have

increased due to the accelerated roll-out of the Next Generation

Network required to improve customer service, and the

acquisition of merchandise for the W-CDMA roll-out.

16. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS 34

16.1 Assets held for sale 34

Joint venture

Vodacom Group (Proprietary) Limited (Vodacom) –

50% shareholding at cost (R50)

In the current financial year the Company announced a decision

to dispose of its entire shareholding in Vodacom through selling

15% of its shareholding to Vodafone, a wholly owned subsidiary

of Vodafone Group Plc and unbundling its remaining 35% stake

to its shareholders pursuant to a listing of Vodacom on the main

board of the JSE Limited. The decision was taken in line with the

Company’s strategy to unlock shareholder value.

This investment is reclassified as held-for-sale in terms of IFRS5

as all the requirements for being classified as held-for-sale are met.

Subsidiary

Swiftnet (Proprietary) Limited (Swiftnet) 34

100% shareholding at cost 25

Loan 9

In February 2009, Telkom’s management took a decision to dispose of its 100% investment in Swiftnet, trading under the name Fastnet

Wireless Services. Swiftnet has been classified as held for sale as all criteria for this classification have been met.





16. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (continued)16.2 Discontinued operations

SubsidiaryTelkom Media (Proprietary) Limited

On August 31, 2006, Telkom created a new subsidiary, Telkom Media (Proprietary) Limited with a black economic empowerment (BEE)shareholding. ICASA awarded Telkom Media a commercial satellite and cable subscription broadcast licence on September 12, 2007.

On March 31, 2008, the Telkom Board took a decision to substantially reduce its investment in Telkom Media and as such Telkom Mediareduced its operational expenses and commitments to a minimum.

Telkom Media was classified as held for sale in September 2008 interim financial statements. At year end the investment did not meet theheld for sale criteria as management was unable to sell the investment for its expected price and therefore decided to abandon it.

2007 2008 2009Rm Rm Rm

17. TRADE AND OTHER RECEIVABLES 5,920 6,859 6,420


Gross trade receivables 3,984 4,476 4,444 Impairment of receivables (153) (160) (205)

Prepayments and other receivables 2,089 2,543 2,181

Impairment allowance account for receivables 153 160 205

Opening balance 184 153 160 Charged to selling, general and administrative expenses 137 217 285 Receivables written-off (168) (210) (240)

Refer to note 12 for detailed credit risk analysis.

18. OTHER FINANCIAL ASSETS AND LIABILITIES 229 443 1,198 Other financial assets consist of:

Held-to-maturityRepurchase agreements – – 1,044 At fair value through profit or loss 229 443 154

Bills of exchange 98 – – Derivative instruments (refer to note 12) 131 443 154

Repurchase agreementsThe Company manages a portfolio of repurchase agreements in the South African capital and money markets, with a view to generating additional investment income on the favourable interest rates provided on these transactions. Interest received from the borrower is based on the current market related yield. There were no repurchase agreements held at March 31, 2008 and 2007.

Bills of exchangeThe fair value of bills of exchange has been calculated with reference to the Bond Exchange of South Africa quoted prices.

Derivative instrumentsDerivative assets at fair value consists of interest rate swaps of R4 million (2008: RNil; 2007: RNil) and forward exchange contracts of R150 million (2008: R443 million; 2007: R131 million).

Other financial liabilities consist of:At fair value through profit or lossDerivative instruments (57) (168) (225)

Derivative liabilities at fair value consists of interest rate swaps of R72 million (2008: RNil; 2007: R26 million) and forward exchangecontracts of R153 million (2008: R168 million; 2007: R31 million).





2007 2008 2009

Rm Rm Rm

19. CASH AND CASH EQUIVALENTSCash shown as current assets 176 483 941

Cash and bank balances 76 83 601

Short-term deposits 100 400 340

Credit facilities utilised – (41) (106)

Net cash and cash equivalents 176 442 835

Undrawn borrowing facilities 6,566 5,894 6,226

The undrawn borrowing facilities are unsecured when drawn, bear interest at a rate that will be mutually agreed between the borrower

and lender at the time of drawdown, have no specific maturity date, are subject to annual review and are in place to ensure liquidity. At

March 31, 2009, R3,000 million of these undrawn facilities were committed.

Borrowing powers

To borrow money, Telkom’s directors may mortgage or encumber Telkom’s property or any part thereof and issue debentures, whether

secured or unsecured, whether outright or as security for debt, liability or obligation of Telkom or any third party. For this purpose the

borrowing powers of Telkom are unlimited, but are subject to restrictive financial covenants of the loan facility as indicated on note 23.





2007 2008 2009

Rm Rm Rm

20. SHARE CAPITAL Authorised and issued share capital and share premium are

made up as follows:

Authorised 10,000 10,000 10,000

999,999,998 ordinary shares of R10 each 10,000 10,000 10,000

1 class A ordinary share of R10 – – –

1 class B ordinary share of R10 – – –

Issued and fully paid 5,329 5,208 5,208

520,783,898 (2008: 520,784,184; 2007: 532,855,528)

ordinary shares of R10 each 5,329 5,208 5,208

1 (2008: 1; 2007: 1) class A ordinary share of R10 – – –

1 (2008: 1; 2007: 1) class B ordinary share of R10 – – –

The following table illustrates the movement in the number of shares issued:

Number of Number of Number of

shares shares shares

Shares in issue at beginning of year 544,944,901 532,855,530 520,784,186

Shares bought back and cancelled (12,089,371) (12,071,344) (286)

Shares in issue at end of year 532,855,530 520,784,186 520,783,900

Full details of the voting rights of ordinary, class A and class B shares are documented in the articles of association of the Company.

Share buy-back

During the financial year Telkom bought back 286 ordinary shares at a total consideration of R30,425. The shares were bought back and

cancelled in order to allow Telkom shareholders to participate in the proposed unbundling of Vodacom Group on a one to one basis. This

reduced share capital by R2,860 and retained earnings by R27,565.

During the year ended March 31, 2008 Telkom bought back 12,071,344 ordinary shares at a total consideration of R1,647 million.

This reduced share capital by R121 million and retained earnings by R1,526 million.

During the year ended March 31, 2007, Telkom bought back 12,089,371 ordinary shares at a total consideration of R1,596 million.

This reduced share capital by R120 million, share premium by R1,342 million and retained earnings by R134 million.

Capital management

Refer to note 12 for detailed capital management disclosure.





2007 2008 2009

Rm Rm Rm

21. TREASURY SHARE RESERVE (1,778) (1,642) (1,521)

This reserve represents amounts paid by Telkom to Rossal No 65 (Proprietary) Limited and Acajou Investments (Proprietary) Limited, subsidiaries, for the acquisition of the Company’s shares to be utilised in terms of the Telkom Conditional Share Plan (TCSP).

Treasury sharesAt March 31, 2009, 11,646,680 (2008: 10,493,141; 2007: 12,237,016) and 8,143,556 (2008: 10,849,058; 2007: 10,849,058) ordinary shares in Telkom, with a fair value of R1,229 million (2008: R1,377 million; 2007: R2,031 million) and R859 million (2008: R1,423 million; 2007: R1,801 million) are held as treasury shares by its subsidiaries Rossal No 65 (Proprietary) Limited and Acajou Investments (Proprietary) Limited, respectively.

The shares held by Rossal No 65 (Proprietary) Limited and Acajou Investments (Proprietary) Limited are reserved for issue in terms of the TCSP.

The decrease in the number of treasury shares is due to 1,552,029 (2008: 1,743,375; 2007: 450,505) shares that vested in terms of the TCSP during the current financial year.

The fair value of these shares at the date of vesting was R228 million (2008: R301 million; 2007: R59 million).

22. SHARE-BASED COMPENSATION RESERVEThis reserve represents the cumulative grant fair value of the equity-settled share-based payment transactions recognised in employee expenses over the vesting period of the equity instruments granted to employees in terms of the Telkom Conditional Share Plan (refer to note 25).

No consideration is payable on the shares issued to employees, but performance criteria will have to be met in order for the granted shares to vest. The ultimate number of shares that will vest may differ based on certain individual and Telkom performance conditions being met. The related compensation expense is recognised over the vesting period of the shares granted, commencing on the grant date.

The following table illustrates the movement within the share-based compensation reserve:

Balance at beginning of year 151 257 643 Net increase in equity 106 386 433

Employee cost 141 522 554 Vesting and transfer of shares (35) (136) (121)

Balance at end of year 257 643 1,076

At March 31, 2009 the estimated total compensation expense to be recognised over the vesting period was R1,824 million (2008:R2,151 million; 2007: R580 million), of which R554 million (2008: R522 million; 2007: R141 million) was recognised in employeeexpenses for the year.







2007 2008 2009

Rm Rm Rm

23. INTEREST-BEARING DEBTNon-current interest-bearing debt 3,308 7,336 10,193

Total interest-bearing debt (refer to note 12) 9,083 13,362 17,704

Gross interest-bearing debt 10,416 14,403 18,296

Discount on debt instruments issued (2,185) (1,898) (1,576)

Finance leases 852 857 984

Less: Current portion of interest-bearing debt (5,775) (6,026) (7,511)

Local debt (5,771) (6,000) (7,476)

Locally registered Telkom debt instruments (4,432) – –

Call borrowings – (2,600) –

Term loans – – (2,000)

Commercial paper bills (1,339) (3,400) (5,476)

Foreign debt – – –

Finance leases (4) (26) (35)

Total interest-bearing debt is made up as follows: 9,083 13,362 17,704

(a) Local debt 8,125 12,365 16,582

Locally registered Telkom debt instruments 6,786 8,164 11,106

Name, maturity, rate p.a., nominal value

TK01, 2008, 10%, RNil (2008: RNil; 2007: R4,680 million) 4,432 – –

TL12, 2012, 12.45%, R1,060 million (2008: RNil;

2007: RNil) – – 1,059

TL15, 2015, 11.9%, R1,160 million (2008: RNil;

2007: RNil) – – 1,159

TL20, 2020, 6%, R2,500 million (2008: R2,500 million;

2007: R2,500 million) 1,246 1,283 1,325

PP02, 2010, 0%, R430 million (2008: R430 million;

2007: R430 million) 264 304 349

PP03, 2010, 0%, R1,350 million (2008: R1,350 million;

2007: R1,350 million) 844 977 1,131

Call borrowings, 2009, 11.58%, RNil (2008: R2,600 million;

2007: RNil) – 2,600 –

Term loans, 2010, 9.67%, R2,000 million (2008: R3,000 million;

2007: RNil) – 3,000 2,000

Syndicated loans, 2014, 11.46%, R4,100 million (2008: RNil;

2007: RNil) – – 4,083

Total interest-bearing debt is made up of R17,704 million debt at amortised cost (2008: R13,362 million debt at amortised cost; 2007:

R8,985 million debt at amortised cost and R98 million debt at fair value through profit or loss).



2007 2008 2009

Rm Rm Rm

23. INTEREST-BEARING DEBT (continued)Local bondsThe local Telkom bonds are unsecured, but a Side letter to the Subscription Agreement (as amended) of the TL20 bond contains a number of restrictive covenants which, if not met, could result in the early redemption of the loan.The local bonds limit Telkom’s ability to create encumbrances on revenue or assets, and secure any indebtedness without securing the outstanding bonds equally and rateably with such indebtedness. The term loan agreements limit Telkom’s ability to encumber, cede, assign, sell or otherwise dispose of a material portion of its assets without prior written consent of the Lenders, which will not be unreasonably withheld. The syndicated loan agreement contains restrictive covenants as well as restrictions on encumbrances, disposals, Group guarantees and Group loans.

Commercial paper bills 1,339 4,201 5,476 Rate p.a., nominal value2009, 11.44% (2008: 11.71%; 2007: 9.04%), R5,559 million(2008: R4,383 million; 2007: R1,350 million)

(b) Foreign debt 106 140 138 Maturity, rate p.a., nominal valueEuro: 2010 – 2025, 0.10% – 0.14% (2008: 0.10% – 0.14%; 2007: 0.10% – 0.14%), e11 million (2008: e11 million; 2007: e11 million)

(c) Finance leases 852 857 984 The finance leases are secured by buildings with a carrying value of R152 million (2008: R174 million; 2007: R197 million) and office equipment with a book value of R6 million (2008: R14 million;2007: R6 million) (refer to note 9). These amounts are repayable within periods ranging from 1 to 11 years. Interest rates vary between 13.43% and 37.78%.

Included in non-current and current debt is:Debt guaranteed by the South African Government 4,537 140 138

The Company may issue or re-issue locally registered debt instruments in terms of the Post Office Amendment Act 85 of 1991. Theborrowing powers of the Company are set out as per note 19.

Repayments/refinancing of current portion of interest-bearing debtThe Company issued new local bonds, the TL12 and TL15 with a nominal value of R1,060 million and R1,160 million respectively andentered into a syndicated loan agreement with a nominal value of R4,100 million during the current year. Commercial Paper Bills with anominal value of R11,025 million were issued and Commercial Paper debt with a nominal value of R9,849 million was repaid during thecurrent year.

The R7,559 million nominal value of current portion of interest-bearing debt as at March 31, 2009 is expected to be repaid/refinancedfrom proceeds of the Vodacom sale.

Management believes that sufficient funding facilities will be available at the date of repayment/refinancing.





2007 2008 2009

Rm Rm Rm

24. PROVISIONS 1,203 1,445 1,830

Employee related 2,351 2,477 3,079

Annual leave 363 364 415


Charged to employee expenses 53 10 66

Leave paid (6) (9) (15)

Post-retirement medical aid (refer to note 25) 1,120 1,336 1,723

Balance at beginning of year 2,589 1,120 1,336






Plan asset – initial recognition (1,720) – –

Contributions paid (78) (61) (63)








Bonus 586 490 616


Charged to employee expenses 656 473 577

Payments made (707) (569) (451)

Non-employee related 558 608 704

Supplier dispute (refer to note 35) 527 569 664

Balance at beginning of year – 527 569

Net movements 527 42 95

Other 31 39 40

Less: Current portion of provisions (1,706) (1,640) (1,953)

Annual leave (363) (364) (415)

Post-retirement medical aid (185) (185) (224)

Telephone rebates (26) (26) (29)

Bonus (586) (490) (616)

Supplier dispute (refer to note 35) (527) (569) (664)

Other (19) (6) (5)





24. PROVISIONS (continued)Annual leave

In terms of the Company’s policy, employees are entitled to accumulate vested leave benefits not taken within a leave cycle, to a cap of

22 days which must be taken within an 18 month leave cycle. The leave cycle is reviewed annually and is in accordance with legislation.

Bonus

The bonus scheme consists of performance bonuses which are dependent on achievement of certain financial and non-financial targets.

The bonus is payable to all qualifying employees bi-annually after the Company’s results have been made public.

Supplier dispute

The Company provided R664 million (2008: R569 million; 2007: R527 million) for its estimate of the probable liability as discussed in

note 35. The net movement in the provision of R95 million consists of finance charges and fair value movements.

Other

Included in other provisions is an amount provided for asset retirement obligations.

25. EMPLOYEE BENEFITSThe Company provides benefits for all its permanent employees through the Telkom Pension Fund and the Telkom Retirement Fund.

Membership to one of the funds is compulsory. In addition, certain retired employees receive medical aid benefits and a telephone rebate.

The liabilities for all of the benefits are actuarially determined in accordance with accounting requirements each year. In addition, statutory

funding valuations for the retirement and pension funds are performed at intervals not exceeding three years.

At March 31, 2009, the Company employed 23,520 employees (2008: 24,879; 2007: 25,864).

Actuarial valuations were performed by qualified actuaries to determine the benefit obligation, plan asset and service costs for the pension

and retirement funds for each of the financial periods presented.


The Telkom Pension Fund is a defined benefit fund that was established in terms of the Post Office Amendment Act 85, of 1991.

The latest actuarial valuation performed at March 31, 2009 indicates that the pension fund is in a surplus position of R94 million after

unrecognised gains. The recognition of the surplus is limited due to the application of the asset limitation criteria in IAS19 (revised).

With effect from July 1, 1995, the Telkom Pension Fund was closed to new members. During the year ended March 31, 2007 a settlement

event occurred in the Telkom Pension Fund whereby 106 members were transferred to the Telkom Retirement Fund. The funded status of the

Telkom Pension Fund is disclosed below.





2007 2008 2009

Rm Rm Rm

25. EMPLOYEE BENEFITS (continued)The Telkom Pension Fund




Recognised actuarial loss/(gain) 9 (16) –



Net periodic pension expense recognised 33 5 29

Pension fund contributions (refer to note 5.1) 8 5 (1)

The status of the pension plan obligation is as follows:


Interest and service cost 22 21 21

Employee contributions 2 2 2



Actuarial gain (28) (6) (1)

Benefit obligation at end of year 205 204 199





Contributions 10 8 2


Actuarial gain/(loss) 75 10 (67)

Plan assets at end of year 284 311 247





2007 2008 2009

Rm Rm Rm

25. EMPLOYEE BENEFITS (continued)The Telkom Pension Fund (continued)

Present value of funded obligation 205 204 199

Fair value of plan assets (284) (311) (247)

Fund surplus (79) (107) (48)

Unrecognised net actuarial gain/(loss) 25 23 (46)

Net surplus (54) (84) (94)


Recognised net asset (54) (55) (55)


Actuarial return/(loss) on plan assets 75 10 (67)

Actual return/(loss) on plan assets 94 37 (39)









The overall long-term expected rate of return on assets is 10.5%.

This is based on the portfolio as a whole and not the sum of the

returns of individual asset categories. The expected return takes

into account the asset allocation of the Telkom Pension Fund

and expected long-term return of these assets, of which South

African equities and bonds are the largest contributors.

The assumed rates of mortality are determined by reference to

the SA85-90 (Light) Ultimate table, as published by the Actuarial

Society of South Africa, for pre-retirement purposes and the PA(90)

Ultimate table, minus one year age rating as published by the

Institute and Faculty of Actuaries in London and Scotland, for

retirement purposes.

Funding level per statutory actuarial valuation (%) 100.0 100.0 100.0

The number of employees registered under the Telkom Pension Fund 153 146 123


Equities (%) 74 54 57

Bonds (%) 5 5 25

Cash (%) 3 23 3


Insurance policies (%) 2 – –

The total expected contributions payable to the pension fund for the next financial year are R1 million.







25. EMPLOYEE BENEFITS (continued)The Telkom Retirement Fund

The Telkom Retirement Fund was established on July 1, 1995 as a hybrid defined benefit and defined contribution plan. Existing employees

were given the option to either remain in the Telkom Pension Fund or to be transferred to the Telkom Retirement Fund. All pensioners of the

Telkom Pension Fund and employees who retired after July 1, 1995 were transferred to the Telkom Retirement Fund. Upon transfer the

Government ceased to guarantee the deficit in the Telkom Retirement Fund. Subsequent to July 1, 1995 further transfers of existing

employees occurred.

The Telkom Retirement Fund is a defined contribution fund with regard to in-service members. On retirement, an employee is transferred

from the defined contribution plan to a defined benefit plan. Telkom, as a guarantor, is contingently liable for any deficit in the Telkom

Retirement Fund. Moreover, all of the assets in the Fund, including any potential excess, belong to the participants of the scheme. The

Company is unable to benefit from the excess in the form of future reduced contributions.

Telkom guarantees any actuarial shortfall of the pensioner pool in the retirement fund. This liability is initially funded through assets of the

retirement fund. The latest actuarial valuation performed at March 31, 2009 indicates that the retirement fund is in a surplus funding position

of R1,549 million after unrecognised losses.

The Telkom Retirement Fund is governed by the Pension Funds Act 24 of 1956. In terms of section 37A of this Act, the pension benefits

payable to the pensioners cannot be reduced. If therefore the present value of the funded obligation were to exceed the fair value of plan

assets, Telkom would be required to fund the statutory deficit.

The information presented below is intended only to comply with the disclosure requirements of IAS19 (revised) and not to suggest that the

Company has a potential asset with regard to this Fund.

The funded status of the Telkom Retirement Fund is disclosed below:

2007 2008 2009

Rm Rm Rm

Telkom Retirement Fund




Recognised actuarial gain (145) – –

Net periodic pension expense not recognised (asset limitation) (322) (193) (180)

Retirement fund contributions (refer to note 5.1) 439 460 460

Benefit obligation:



Benefits paid (486) (488) (520)

Liability for new pensioners 44 14 143

Actuarial loss/(gain) 2,334 501 (636)





Benefits paid (486) (488) (520)

Asset backing new pensioners’ liabilities 44 14 143

Actuarial gain/(loss) 1,641 118 (1,735)






2007 2008 2009

Rm Rm Rm




Fund (surplus)/deficit (1,080) (890) 29

Unrecognised net actuarial loss (96) (478) (1,578)

Unrecognised net asset (1,176) (1,368) (1,549)


Actuarial gain/(loss) on plan assets 1,641 118 (1,735)

Actual gain/(loss) on plan assets 2,130 804 (939)

Included in the fair value of plan assets is:

Office buildings occupied by Telkom 371 596 619

Telkom bonds 21 10 –

Telkom shares 284 141 132

The Telkom Retirement Fund invests its funds in South Africa and

internationally. Twelve fund managers invest in South Africa and

five of these managers specialise in trades with bonds on behalf

of the Retirement Fund. The international investment portfolio

consists of global equity and hedged funds.








The overall long-term expected rate of return on assets is 10.7%. This is

based on the portfolio as a whole and not the sum of the returns of

individual asset categories. The expected return takes into account the

asset allocation of the Telkom Retirement Fund and expected long-

term return on these assets, of which South African equities, foreign

investments and South African index-linked bonds are the largest contributors.


SA85-90 (Light) Ultimate table, as published by the Actuarial Society of

South Africa, for pre-retirement purposes and the PA(90) Ultimate table,

minus one year age rating as published by the Institute and Faculty of

Actuaries in London and Scotland, for retirement purposes.

Funding level per statutory actuarial valuation (%) 100 100 100

The number of pensioners registered under the Telkom Retirement Fund 14,451 14,255 13,617

The number of in-service employees registered under the Telkom

Retirement Fund 25,766 24,939 23,389





2007 2008 2009

Rm Rm Rm



Equities (%) 59 70 55

Property (%) 2 2 –

Bonds (%) 19 11 5

Cash (%) 7 1 5


Index linked (%) – – 15

The expected pension benefits payments for the year ending March 31, 2010 are R541,000.

Medical benefits

The Company makes certain contributions to medical funds in respect of current and retired employees. The scheme is a defined benefit

plan. The expense in respect of current employees’ medical aid is disclosed in note 5.1. The amounts due in respect of post-retirement

medical benefits to current and retired employees have been actuarially determined and provided for as set out in note 24. The Company

has terminated future post-retirement medical benefits in respect of employees joining after July 1, 2000.

There are three major categories of members entitled to the post-retirement medical aid: pensioners who retired before 1994 (Pre-94); those

who retired after 1994 (Post-94); and the in-service members. The Post-94 and the in-service members’ liability is subject to a Rand cap,

which increases annually with the average salary increase.

Eligible employees must be employed by Telkom until retirement age to qualify for the post-retirement medical aid benefit. The most recent

actuarial valuation of the benefit was performed as at March 31, 2009.

The Company has allocated certain investments to fund this liability as set out in note 11.

2007 2008 2009

Rm Rm Rm

Medical aid

Benefit obligation:







Contributions paid by the Company (78) (61) (63)



2007 2008 2009

Rm Rm Rm



At beginning of year – 1,961 1,929

Plan asset – initial recognition 1,720 – –



Actuarial gain/(loss) 147 (164) (393)




Fund deficit 2,405 2,902 3,771

Unrecognised net actuarial loss (1,285) (1,566) (2,048)

Liability as disclosed in the balance sheet (refer to note 24) 1,120 1,336 1,723


Actuarial return on plan assets 147 (164) (393)

Actual gain/(loss) on plan assets 335 93 (170)





Medical inflation rate (%) 6.5 8.0 7.7


















The valuation results are sensitive to changes in the underlying assumptions. The following table provides an indication of the impact of

changing some of the valuation assumptions:

Current

assumption Decrease Increase

Rm Rm Rm

Medical cost inflation rate 7.7% -1.0% +1.0%

Benefit obligation 5,389 (736) 921

Percentage change (13.7)% 17.1%

Service cost and interest cost 2009/2010 555 (84) 108

Percentage change (15.1)% 19.5%

Discount rate 8.7% -1.0% +1.0%

Benefit obligation 5,389 933 (734)

Percentage change 17.3% (13.6)%

Service cost and interest cost 2009/2010 555 46 (37)


Post-retirement mortality rate PA(90) ultimate- 1 -10.0% +10.0%

Benefit obligation 5,389 221 (197)


Service cost and interest cost 2009/2010 555 23 (20)


2007 2008 2009


Equities (%) 59 56 30

Bonds (%) 3 2 2

Cash and money market investments (%) 21 33 10


Insurance policies (%) 8 – 49


25. EMPLOYEE BENEFITS (continued)Telephone rebates

The Company provides telephone rebates to its pensioners. The most recent actuarial valuation was performed at March 31, 2009.

Eligible employees must be employed by the Company until retirement age to qualify for the telephone rebates. The scheme is a defined

benefit plan.

The status of the telephone rebate liability is disclosed below:

2007 2008 2009

Rm Rm Rm

Benefit obligation opening balance 251 307 443

Service cost 4 3 6


Actuarial (gain)/loss (39) 133 19

Amendments 93 – –


Present value of unfunded obligation 307 443 484

Unrecognised net actuarial loss and past service cost (25) (156) (159)

Liability as disclosed in the balance sheet (refer to note 24) 282 287 325



Rebate inflation rate (%) – 4.0 4.0




standard published mortality table PA (90) Ultimate standard tables,

as published by the Institute and Faculty of Actuaries in London

and Scotland, rated down one year to value the pensioners.



Telkom Conditional Share Plan

Telkom’s shareholders approved the Telkom Conditional Share Plan at the January 2004 Annual General Meeting. The scheme covers both

operational and management employees and is aimed at giving shares to Telkom employees, at a RNil exercise price, at the end of the

vesting period. The vesting period for the operational employees awarded in 2004 and 2005 is 0% in year one and 33% in each of the

three years thereafter, while the shares allocated in 2006 and 2007 together with management shares vest fully after three years.

Although the number of shares awarded to employees will be communicated at the grant date, the ultimate number of shares that vest may

differ based on certain performance conditions being met.

The Telkom Board approved the fourth enhanced allocation of shares to employees as at September 4, 2007, with a grant date of

September 27, 2007, the day that the employees and the Company shared a common understanding of the terms and conditions of the

grant. A total number of 6,089,810 shares were granted.

The Board has also approved an enhanced allocation for the November 2006 grant on September 4, 2007 with a grant date of

September 27, 2007. The number of additional shares granted with regard to the 2006 allocation is 4,966,860 shares.









The weighted average remaining vesting period for the shares outstanding as at March 31, 2009 is 0.71 years (2008: 1.25 years;

2007: 1.75 years).

2007 2008 2009

The following table illustrates the movement of the maximum number

of shares that will vest to employees for the August 2004 grant:

Outstanding at beginning of the year 2,414,207 1,883,991 420,590

Granted during the year 1,212 252 –


Vested during the year (450,505) (1,419,863) (416,605)

Outstanding at end of the year 1,883,991 420,590 –


of shares that will vest to employees for the June 2005 grant:

Outstanding at beginning of the year 1,930,687 1,864,041 1,435,387

Granted during the year 1,005 3,469 52,954


Vested during the year – (323,946) (1,135,424)

Outstanding at end of the year 1,864,041 1,435,387 307,729


of shares that will vest to employees for the November 2006 grant:

Outstanding at beginning of the year – 1,773,361 1,640,980

Granted during the year 1,825,488 833 –


Outstanding at end of the year 1,773,361 1,640,980 1,508,366


of shares that will vest to employees relating to the additional

November 2006 grant:






of shares that will vest to employees for the September 2007 grant:







The fair value of the shares granted have been calculated by an actuary using the Black-Scholes-Merton model and the following values

at grant date:

August 8, June 23, November 2, September 4,

2004 2005 2006 2007

Grant Grant Grant Grant

Market share price (R) 77.50 111.00 141.25 173.00

Dividend yield (%) 2.60 3.60 3.50 3.50

2007 2008 2009

Rm Rm Rm

The principal assumptions used in calculating the expected number

of shares that will vest are as follows:

Employee turnover (%) 5 5 9

Meeting specified performance criteria (%) 100 100 75

The amounts for the current and previous four years are as follows:

2005 2006 2007 2008 2009

Rm Rm Rm Rm Rm

Telkom Pension Fund

Defined benefit obligation (186) (281) (205) (204) (199)

Plan assets 231 243 284 311 247

Surplus/(deficit) 45 (38) 79 107 48

Asset limitation – – – (29) (39)

Unrecognised actuarial loss/(gain) 89 118 (25) (23) 46

Recognised net asset 134 80 54 55 55

Experience adjustment on assets 75 10 (67)

Experience adjustment on liabilities 28 (6) 1

Telkom Retirement Fund

Defined benefit obligation (4,020) (4,377) (6,581) (7,101) (6,704)

Plan assets 4,477 5,973 7,661 7,991 6,675

Surplus/(deficit) 457 1,596 1,080 890 (29)

Unrecognised actuarial gain/(loss) 312 (742) 96 478 1,578

Unrecognised net asset 769 854 1,176 1,368 1,549

Experience adjustment on assets* 1,641 118 (1,735)

Experience adjustment on liabilities* 1,234 485 (645)








2005 2006 2007 2008 2009

Rm Rm Rm Rm Rm

25. EMPLOYEE BENEFITS (continued)Medical benefits

Defined benefit obligation (3,057) (3,889) (4,366) (4,831) (5,389)

Plan assets – – 1,961 1,929 1,618

Deficit (3,057) (3,889) (2,405) (2,902) (3,771)

Unrecognised actuarial loss 648 1,300 1,285 1,566 2,048

Liability recognised (2,409) (2,589) (1,120) (1,336) (1,723)

Experience adjustment on assets 147 (164) (393)

Experience adjustment on liabilities 28 193 246

Telephone rebates

Defined benefit obligation (177) (251) (307) (443) (484)

Unrecognised actuarial (gain)/loss (2) 53 25 156 159

Liability recognised (179) (198) (282) (287) (325)

Experience adjustment on liabilities (25) 2 2

The experience adjustments on assets and liabilities for each of the financial periods ended March 31, 2005 and 2006 have not been

disclosed due to the fact that it was impractical to determine the information.

* During the March 31, 2007 year end Telkom actuaries performed a full valuation while for the March 31, 2006 year end a roll forward method was used,

as permitted under IAS19, to determine the present value of the benefit obligation and the fair value of the plan assets using the March 31, 2005 statutory

valuation as a base applying the relevant assumptions determined by management to arrive at the present value of the benefit obligation, and the fair value

of plan assets.

This change in estimate resulted in a movement to the actuarial loss of R700 million and the fair value of the plan assets of R350 million in respect of the

March 31, 2007 estimates. The remaining R1,291 million is a result of the actual investment returns exceeding the expected return for the March 31, 2007

year end.

2007 2008 2009

Rm Rm Rm

26. DEFERRED REVENUE 1,846 2,294 2,822

Non-current deferred revenue 739 870 996

Current portion of deferred revenue 1,107 1,424 1,826

Included in deferred revenue is profit on the sale and leaseback of certain Telkom buildings of R107 million, consisting of a non-current

portion of R96 million (2008: R107 million; 2007: R118 million) and a current portion of R11 million (2008: R11 million; 2007:

R11 million). A profit of R11 million per annum is recognised in income on a straight-line basis, over the period of the lease ending 2019

(refer to note 34).


2007 2008 2009

Rm Rm Rm

27. TRADE AND OTHER PAYABLES 4,333 4,923 5,424

Trade payables 2,761 3,267 3,035

Finance cost accrued 22 39 156

Accruals and other payables 1,550 1,617 2,233

Accruals and other payables mainly represent amounts payable

for goods received, net of Value Added Tax obligations and

licence fees.

Included in accruals and other payables are amounts owed

to Rossal No 65 (Proprietary) Limited of R342 million

(2008: RNil; 2007: R148 million) and Intekom (Proprietary) Limited

of R23 million (2008: R13 million; 2007: R5 million).

28. RECONCILIATION OF PROFIT FOR THE YEAR TO CASH GENERATED FROM OPERATIONS

Cash generated from operations 12,660 12,662 12,027


Finance charges and fair value movements 1,027 1,289 1,459

Taxation 2,690 2,599 516

Investment income (3,202) (3,739) (2,906)

Interest received from debtors (189) (248) (404)

Non-cash items 4,565 4,637 7,981

Depreciation, amortisation and write-offs 3,583 3,732 4,358

Cost of equipment disposed when recognising finance leases 240 88 71

Recognition of the FIFA brand intangible asset from deferred revenue – – (261)

Increase in provisions 1,103 757 1,439

Profit on disposal of property, plant and equipment and intangible

assets (15) (167) (32)

Profit on disposal of investment (364) – –

Interest received from subsidiaries – – 221

Loss on disposal of property, plant and equipment and intangible

assets 1 2 6

Impairment of investments and loans 17 225 2,179

(Increase)/decrease in working capital (622) 157 104

Inventories (459) (202) (627)

Accounts receivable (319) (196) 848

Accounts payable 156 555 (117)








2007 2008 2009

Rm Rm Rm

29. DIVIDEND RECEIVED 2,950 3,536 3,242

Dividend income per income statement (refer to note 6) 3,006 3,597 2,747

Dividend accrued for the previous year 1,479 1,535 1,595

Dividend accrued for the current year (1,535) (1,596) (1,100)

Dividend received consists of: 2,950 3,536 3,242

Dividend received from joint venture 2,650 2,825 3,095

Dividend received from subsidiaries 300 711 147

30. FINANCE CHARGES PAID (886) (842) (466)

Finance charges per income statement (1,027) (1,289) (1,460)

Non-cash items 141 447 994

Movements in interest accruals (81) 49 255

Net discount amortised 409 568 698

Fair value adjustment (172) (275) (29)

Unrealised (loss)/gain (15) 105 70

31. TAXATION PAID (3,852) (1,716) (1,764)

Taxation (payable)/receivable at beginning of year (1,164) 519 (7)

South African normal company taxation (excluding deferred taxation) (1,874) (1,879) (1,510)

Secondary taxation on companies (295) (363) (156)

Taxation (payable)/receivable at end of year (519) 7 (91)

32. DIVIDEND PAID (4,874) (5,858) (3,435)

Dividend payable at beginning of year (4) (15) (20)

Declared during the year – dividend on ordinary shares: (4,885) (5,863) (3,438)

Final dividend for 2006: 500 cents (2,714) – –

Special dividend for 2006: 400 cents (2,171) – –

Final dividend for 2007: 600 cents – (3,198) –

Special dividend for 2007: 500 cents – (2,665) –

Final dividend for 2008 : 660 cents (3,438)

Dividend payable at end of year 15 20 23


33. ACQUISITION OF MINORITY INTEREST IN SUBSIDIARYMulti-Links Telecommunications (Proprietary) Limited (Multi-Links)

Telkom acquired 75% of the issued share capital of Multi-Links Telecommunications Limited through Telkom International (Proprietary) Limited,

from Kenston Investment Limited on May 1, 2007. Telkom also granted Kenston the irrevocable right and option (put option) to require

Telkom to acquire all of the shares held by Kenston (25% shareholding) in Multi-Links, at any time during the 90 day period following

the second anniversary of the effective date. The put option was exercised on January 21, 2009 for R1,328 million (US$130 million at

US$1 = R10,2188).

2007 2008 2009

Rm Rm Rm

34. COMMITMENTSCapital commitments

Capital commitments authorised 7,000 7,000 6,991

Commitments against authorised capital expenditure 507 652 539

Authorised capital expenditure not yet contracted 6,493 6,348 6,452

Capital commitments comprise commitments for property, plant and equipment and software included in intangible assets.

Management expects these commitments to be financed from proceeds of Vodacom sale.

2010 FIFA World Cup commitments

The FIFA World Cup commitment is an executory contract which requires the Company to develop the fixed-line components of the

necessary telecommunications infrastructure needed to broadcast this event to the world. This encompasses the provisioning of the fixed-

line telecommunications related products and services and, where applicable, the services of qualified personnel necessary for the

planning, management, delivery, installation and de-installation, operation, maintenance and satisfactory functioning of these products and

services. Furthermore as a National Supporter, Telkom owns a tier 3 sponsorship that grants Telkom a package of advertising, promotional

and marketing rights that are exercisable within the borders of South Africa. Telkom entered into a barter transaction in return for which it

has an outstanding commitment to FIFA of R243 million (2008: R260 million). This has been recognised in intangible assets (note 10).









Rm Rm Rm Rm

34. COMMITMENTS (continued)Operating lease commitments and receivables

2009

Cash flow



Vehicles 1,137 261 876 –


Customer premises equipment receivable 88 49 39 –

Total cash flow 1,401 375 1,016 10

The above figures represent actual cash flows relating

to operating leases expected during the periods

specified. However, due to the straight-lining effect of

operating leases, the amounts that would be recognised

in the income statement in the periods specified, would

be as follows:

Income statement



Vehicles 1,137 261 876 –


Customer premises equipment receivable 88 49 39 –

Total to be recognised in the income statement 1,389 372 1,008 9

Vehicles, equipment and customer premises equipment

have no fixed annual escalation, therefore the cash

flows and income statement recognition would be

the same.

2008

Cash flow



Vehicles 1,430 226 1,204 –


Customer premises equipment receivable (84) (45) (39) –

Total cash flow 1,459 238 1,223 (2)

Income statement



Vehicles 1,430 226 1,204 –



Total to be recognised in the income statement 1,443 232 1,212 (1)



Rm Rm Rm Rm

34. COMMITMENTS (continued)Operating lease commitments and receivables (continued)

2007

Cash flow



Vehicles 564 564 – –



Total cash flow 632 583 52 (3)

Income statement



Vehicles 564 564 – –



Total to be recognised in the income statement 613 578 37 (2)

Operating leases

The Company leases certain buildings, vehicles and equipment. The majority of the lease terms negotiated for equipment-related premises

are ten years with other leases signed for five and three years. The majority of the leases normally contain an option clause entitling Telkom

to renew the lease agreements for a period usually equal to the main lease term.

The minimum lease payments under these agreements are subject to annual escalations, which range from 6% to 15%.

Penalties in terms of the lease agreements are only payable should Telkom vacate the premises and negotiate to terminate the lease

agreement prior to the expiry date, in which case the settlement payment will be negotiated in accordance with the market conditions of

the premises. Future minimum lease payments under operating leases are included in the note above. Onerous leases for buildings, of

which the Company has no further use, no possibility of sub-lease and no option to cancel, are provided for in full and included in other

provisions, refer to note 24.

The master lease agreement for vehicles was for a period of five years and then extended for an additional three years which resulted in

the lease expiring on March 31, 2008. During August 2007 new terms were negotiated and approved and as a result the operating

lease commitments for vehicles are based on the new agreement which expires on March 31, 2013.

In accordance with this agreement Telkom is not allowed to lease any similar vehicle as specified in the contract from any other service

provider during the five year period except for the rentals at airports which are utilised in cases of subsistence and travel as well as vehicles

which are not part of the agreement.

The agreement is structured to have no lease increases on vehicles that are continually leased from the lessor. If a vehicle is, however,

replaced by a new similar vehicle, the lease costs of the newest vehicle will increase by the Consumer Price Index. All leased vehicles are,

however, subject to any variance in the interest rate fluctuations and are adjusted as and when the adjustments are announced by the South

African Reserve Bank. The leases of individual vehicles are renewed annually.








34. COMMITMENTS (continued)Operating leases (continued)

The master lease agreements for office equipment are with two suppliers with initial periods of 36 months effective from November 25,

2005. Upon expiry of the initial lease agreement on November 25, 2008, an extension of the lease was negotiated until November 24,

2009. In terms of these agreements the leases of individual equipment shall be valid at a fixed fee for the entire period.


Rm Rm Rm Rm

Finance lease commitments

Vehicles

2009

Minimum lease payments 187 47 140 –

Finance charges (38) (15) (23) –


2008




Buildings

2009

Minimum lease payments 1,652 111 545 995

Finance charges (822) (111) (426) (284)

Finance lease obligation 830 – 119 711

2008

Minimum lease payments 1,778 126 502 1,150

Finance charges (936) (114) (439) (383)

Finance lease obligation* 842 12 63 767

2007

Minimum lease payments 1,897 120 487 1,290

Finance charges (1,051) (116) (446) (489)

Finance lease obligation 846 4 41 801

Equipment

2009




*These prior year figures have been restated to include the finance lease obligation with regard to the Campus property.


Total <1 year 1 - 5 years >5 years

Rm Rm Rm Rm

34. COMMITMENTS (continued)Finance lease commitments (continued)

Equipment (continued)

2008

Minimum lease payments 16 – 16 –

Finance charges (2) – (2) –


2007

Minimum lease payments 6 – 6 –

Finance charges – – – –


Finance leases

Finance leases on vehicles relates to the lease of Swap bodies. The lease term for the Swap bodies is April 2008 to April 2013.

A major portion of the finance leases on buildings relates to the sale and lease-back of the Company’s office buildings. The lease term

negotiated for the buildings is for a period of 25 years ending 2019. The minimum lease payments are subject to an annual escalation

of 10% p.a. Telkom has the right to sublet part of the buildings. In case of breach of contract, the lessor is entitled to cancel the lease

agreement and claim damages.

Finance charges accruing on one of the Company’s building leases exceed the lease payments for the next three years. Minimum lease

payments for the next five years do not result in any income accruing to the Company.

Finance leases on equipment mainly relates to office equipment. The lease term negotiated for the finance leases is for the period of three

years ending in 2011.

35. CONTINGENCIESSupplier dispute

Telcordia instituted arbitration proceedings against Telkom in March 2001 before a single arbitrator of the International Court of Arbitration,

operating under the auspices of the International Chamber of Commerce. Telcordia is seeking to recover approximately US$130 million

for monies outstanding and damages, plus costs and interest at a rate of 15.5% per year which was increased by Telcordia to

US$172 million in the 2007 financial year and subsequently decreased to US$128 million in the 2008 financial year. The arbitration

proceeding relates to the cancellation of an agreement entered into between Telkom and Telcordia during June 1999 for the development

and supply of an integrated end-to-end customer assurance and activation system by Telcordia.

In September 2002, the arbitrator found that Telkom had wrongfully repudiated the contract and a partial award was issued by the

arbitrator in favour of Telcordia. Telkom subsequently filed an application in the South African High Court to review and set aside the partial

award.

On November 27, 2003, the South African High Court set aside the partial award and issued a cost order in favour of Telkom. On

May 3, 2004, the South African High Court dismissed an application by Telcordia for leave to appeal and ordered Telcordia to pay the

legal costs of Telkom.

On November 29, 2004, the Supreme Court of Appeals granted Telcordia leave to appeal. Telcordia filed a notice of appeal and also

petitioned the United States District Court for the District of Columbia to confirm the partial award, which petition was dismissed, along

with a subsequent appeal. Following the dismissal of the appeal, Telcordia filed a similar petition in the United States District Court of New

Jersey. The United States District Court of New Jersey also dismissed Telcordia’s petition, reaffirming the decision of the United States District

Court of Columbia. Telcordia appealed this dismissal, which was later dismissed by the Appeals Court of New Jersey.








35. CONTINGENCIES (continued)Supplier dispute (continued)

The appeal by Telcordia in the Supreme Court of Appeals was set down for and heard on October 30 and October 31, 2006. Following

the successful upholding of the appeal, Telkom filed an application for leave to appeal to the Constitutional Court on only the issue revolving

around the Supreme Court of Appeals’ failure to recognise Telkom’s rights of access to the courts under the South African Arbitration Act.

The Constitutional Court has since dismissed Telkom’s appeal with costs. The Constitutional Court judgment brought to finality the dispute

over the merits of Telcordia’s claim against Telkom and the parties reconvened the arbitration in May 2007 to deal with the amount of

damages to which Telcordia is entitled.

Two hearings were held at the International Dispute Resolutions Centre, or IDRC. The first hearing was held in London on May 21, 2007

and was a ’directions hearing’, in terms of which the parties consented to a ruling by the arbitrator setting out a consolidated list of

proposals and issues to form part of the damages hearing.

The second hearing was held in London at the IDRC on June 25 and 26, 2007 and dealt with the application by Telcordia for the striking

out of part of Telkom’s defence on the basis that Telkom had raised issues in its defence that had already been heard by the arbitrator prior

to his partial award. This application was dismissed by the arbitrator. The arbitrator also made a ruling compelling Telcordia to provide

certain particulars requested by Telkom with regard to the claims by Telcordia. In his ruling, the arbitrator also set out a list of issues for

determination of the damages.

The mediation took place in London in February and April of 2008 without success. In the interim the parties have agreed to the

appointment by the arbitrator of a third party expert to deal with the technical issues in relation to the software that was required to be

provided by Telcordia, who will make a recommendation to the arbitrator in dealing with the amount of the claims. A further hearing was

held before the arbitrator in October 2008 during which the arbitrator permitted Telkom to amend its statement of defence. Further hearings

were held before the software expert in November 2008 and he has made his report available. Further hearings took place before the

arbitrator in April 2009.

The parties have now agreed that the whole question of “integration” of the software will be done at an experts only hearing (no lawyers)

before Mr P Burns, a software expert in Johannesburg during October 2009. The hearings before the software expert will have an impact

on the quantum of the other claims. The arbitrator has confirmed that the final hearing will be from January 25 to February 10, 2010 in

Johannesburg.

Although Telkom is currently unable to predict the exact amount that it may eventually be required to pay Telcordia, it has made provisions

for estimated liabilities in respect of the Telcordia claim in the sum of US$70 million (R664 million), including interest and legal fees. Telkom

will be required to fund any payments to Telcordia from cash flows or the incurrence of debt and the amount of any damages above

Telkom’s provision would increase Telkom’s liabilities and decrease its net profit, which could have a material adverse effect on its financial

condition, cash flows and results of operations.

A provision has been raised based on management’s best estimate of the probable payments in this regard.

2007 2008 2009

Rm Rm Rm

Supplier dispute liability included in current portion of provisions 527 569 664*

The provision has increased from March 31, 2007 due to exchange rate movements.

* US$70 million (2008: US$70 million; 2007 US$70 million).


35. CONTINGENCIES (continued)Competition Commission

Telkom is a party to a number of legal and arbitration proceedings filed by parties with the South African Competition Commission alleging

anti-competitive practices described below. If Telkom were found to have committed prohibited practices as contained in the Competition

Act, 1998, as amended, Telkom could be required to cease these practices, divest these businesses and be fined a penalty of up to 10%

of Telkom’s annual turnover, excluding the turnover of subsidiaries and joint ventures, for each complaint for the financial years prior to the

dates of the complaints. The Competition Commission has to date not imposed the maximum penalty on any offender.

On July 31, 2008, Telkom received a summons issued by the Competition Commission requesting information in connection with

investigations being conducted by the Competition Commission into five complaints against Telkom described in greater detail below by

the Internet Service Association, MWEB, Internet solutions and Verizon SA Limited. The summons was subsequently withdrawn by the

Competition Commission following on agreement with Telkom in a co-operative process with the Competition Commission as part of the

Competition Commission’s ongoing investigations into these complaints. The investigation is expected to be finalised in the 2009 calendar

year.

As competition continues to increase, we expect that we will become involved in an increasing number of disputes regarding the legality

of services and products provided by us and third parties. These disputes may range from court lawsuits to complaints lodged by or against

us with various regulatory bodies. We are currently unable to predict the amount that we may eventually be required to pay in these

proceedings, however, we have not included provisions for any of these claims in our financial statements. In addition, we may need to

spend substantial amounts defending or prosecuting these claims even if we are ultimately successful. If Telkom is required to cease these

practices, divest itself of the relevant businesses or pay significant fines, Telkom’s business and financial condition could be materially

adversely affected and its revenue and net profit could decline. We may be required to fund any penalties or damages from cash flows

or drawings on our credit facilities, which could cause our indebtedness to increase.

Independent Cellular Services Provider Association of South Africa (ICSPA)

In 2002, the ICSPA filed a complaint against Telkom at the Competition Commission in terms of the Competition Act, alleging that Telkom

had entered into contracts with large corporations, providing large discounts with the effect of discouraging the corporates from using the

‘premicell’ device installed by their members. ICSPA also alleged various contraventions of the Competition Act by Telkom. Telkom provided

the Competition Commission with certain information requested. Telkom also referred the Competition Commission to its High Court

application in respect of utilisation of the ‘premicell’ device. The Competition Commission declined to refer the matter to the Competition

Tribunal. ICSPA then referred the matter to the Competition Tribunal on September 18, 2003. Telkom filed its answering affidavit on

November 28, 2003. ICSPA has taken no further action since then.

The South African Value Added Network Services (SAVA)

On May 7, 2002, the South African Value Added Network Services Providers’ Association, an association of VANS providers, filed

complaints against Telkom at the Competition Commission of the Republic of South Africa under the South African Competition Act, 89 of

1998, alleging, among other things, that Telkom was abusing its dominant position in contravention of the Competition Act, 89 of 1998,

and that it was engaged in price discrimination. The Competition Commission determined, among other things, that several aspects of

Telkom’s conduct contravened the Competition Act, 89 of 1998, and referred certain of the relevant complaints to the Competition Tribunal

for adjudication. The referred complaints deal with Telkom’s alleged refusal to provide telecommunications facilities to certain VANS

providers to construct their networks, refusal to lease access facilities to VANS providers, provision of bundled and cross subsidised

competitive services with monopoly services, discriminatory pricing with regard to leased line services and alleged refusal to peer with

certain VANS providers.









The South African Value Added Network Services (SAVA) (continued)

Telkom brought an application for review against the Competition Commission and the Competition Tribunal in the South African High

Court, in respect of the decision by the Competition Commission to refer the matters to the Competition Tribunal. Telkom is of the view that

the Competition Tribunal does not have jurisdiction to adjudicate these matters and argued that ICASA has the requisite jurisdiction. In the

review application, Telkom also sought to set aside the decision by the Competition Commission to refer the complaints to the Competition

Tribunal on the basis that the Competition Commission was biased, that the referral was out of time and that the Competition Commission

had not adhered to the memorandum of understanding between it and ICASA. Only the Competition Commission opposed the application

and filed an answering affidavit.

The main complaint at the Competition Commission was held over pending the outcome of the review application.

The application for review was heard on April 24 and 25, 2008. The South African High Court judge set aside the decision of the

Competition Commission to refer the SAVA complaints and the Omnilink complaint against Telkom discussed below to the Competition

Tribunal. The decision was made based on three grounds, namely that:

• the Competition Commission failed to comply with the peremptory provisions of the memorandum of understanding between the

Competition Commission and ICASA;

• the referral was out of time, on the basis that the agreements with the complainants to extend the time which the Competition Commission

was allowed to investigate the complaints were invalid; and

• the Competition Commission’s reliance on a report by the Link Centre created reasonable apprehension of bias, since some of the

complainants contribute financially to the Link Centre and the Link Centre’s advisory board includes employees of the complainants in

the SAVA complaints.

The judge did not make a decision on the question of jurisdiction (ie, whether ICASA or the Competition Tribunal has the jurisdiction to

deal with competition matters in the electronic communications industry).

On july 3, 2008, the Competition Commission filed an application for leave to appeal the decision of the High Court on the basis that

the judge erred on the issue of bias as well as his finding that issues surrounding the extension of time to investigate the issues constitutes

a ground for review. Telkom then filed an application for leave to cross-appeal on July 11, 2008. The main basis of Telkom’s cross-appeal

is that Telkom believes that the judge erred in failing to make a decision as to whether ICASA or the Competition Commission and

Competition Tribunal should deal with this type of complaint. The application for leave to appeal as well as the application for leave to

cross-appeal were granted by the Pretoria High Court on October 9, 2008. The parties are attending to the filing of the record of

proceedings before the High Court as well as the parties’ heads of argument, after which the Registrar of the Supreme Court of Appeal

will inform the parties of the date for the hearing. The main complaint before the Competition Tribunal will continue to be held over pending

the outcome of the appeal and cross-appeal.

This matter is not expected to be finalised within the 2010 financial year.

Omnilink

On August 22, 2002, Omnilink filed a complaint against Telkom at the Competition Commission alleging that Telkom was abusing its

dominance by discriminating in its price for Diginet services as against those charged to VANS and the price charged to customers who

apply for a Telkom VPN solution. The Competition Commission conducted an enquiry and subsequently referred the complaint, together

with the SAVA complaint, to the Competition Tribunal for adjudication. This matter is currently being dealt with together with the SAVA matter

discussed above.



Orion/Telkom (Standard Bank and Edcon): Competition Tribunal

In April 2003, Orion filed a complaint against Telkom, Standard Bank and Edcon at the Competition Commission concerning Telkom’s

discounts offered on public switched telecommunication services to corporate customers. In terms of the rules of the Competition

Commission, the Competition Commission, who acts as an investigator, had one year to investigate the complaint. Orion simultaneously

with the filing of the complaint, also filed an application against Telkom, Standard Bank and Edcon at the Competition Tribunal, for an

interim order interdicting and restraining Telkom from offering Orion’s corporate customers reduced rates associated with Telkom’s Cellsaver

discount plan.

The Competition Commission completed its investigation and decided that there was no prima facie evidence of any contravention of the

Competition Act. Orion however referred the matter to the Competition Tribunal in terms of section 51 of the Competition Act, which allows

for parties to refer matters to the Competition Tribunal themselves. Telkom has not yet filed its answering affidavit in the main complaint

before the Competition Tribunal. To date there have been no further developments on this matter.

The Internet Service Providers Association (ISPA)

In December 2005, the ISPA, an association of ISPs, filed complaints against Telkom at the Competition Commission regarding alleged

anti-competitive practices on the part of Telkom. The complaints deal with the cost of access to SAIX, the prices offered by TelkomInternet,

the alleged delay in provision of facilities to ISPs and the alleged favourable installation timelines offered to TelkomInternet customers. The

Competition Commission has formally requested Telkom to provide it with certain records of orders placed for certain services, in an attempt

to first investigate the latter aspects of the complaint. Telkom provided the Competition Commission with the information.

MWEB and Internet Solutions (IS)

On June 29, 2005, MWEB and Internet Solutions, or IS, jointly lodged a complaint with the Competition Commission against Telkom and

also requested interim relief at the Competition Tribunal. The complaint at the Competition Commission mainly deals with Telkom’s pricing

for ADSL retail products and its IP Connect products, the termination of the peering link between Telkom and IS, the wholesale pricing of

SAIX bandwidth for ADSL users of other internet service providers, the architecture of Telkom’s ADSL access route and the manner in which

internet service providers can only connect to Telkom’s edge service router via IP Connect as well as alleged excessive pricing for bandwidth

on Telkom’s international undersea cable. The application for interim relief at the Competition Tribunal dealt with allegations that Telkom

should maintain the peering link between IS and Telkom in terms of its current peering agreement, and demanded that Telkom treat the

traffic generated by ADSL customers of MWEB as traffic destined for the peering link and that Telkom upgrade its peering link to

accommodate the increased ADSL traffic emanating from MWEB and maintain a maximum of 65% utilisation. Telkom filed its answering

affidavit, and is awaiting IS and MWEB’s replying affidavit.

Since then, Telkom has entered into a new peering agreement with IS and has responded to numerous documentation and information

requests from the Competition Commission. To date neither MWEB nor IS has filed a replying affidavit in the interim relief application.

MWEB

On June 5, 2007, MWEB brought an application against Telkom for interim relief at the Competition Tribunal with regard to the manner

in which Telkom provides wholesale ADSL internet connections. MWEB requested the Competition Tribunal to grant an order of interim

relief against Telkom to charge MWEB a wholesale price for the provision of ADSL internet connections which is not higher than the lowest

retail price. MWEB further applied for an order that Telkom implement the migration of end customers from Telkom PSTS ADSL access to

MWEB without interruption of the service. Telkom raised the objection that the Competition Tribunal does not have jurisdiction to hear the

matter in its answering affidavit filed at the Competition Tribunal. Telkom still had to “plead over” as to the merits of the matter. Telkom also

filed an application in the Transvaal Provincial Division of the South African High Court on July 3, 2007 for an order declaring that the

Competition Tribunal does not have jurisdiction to hear the application for interim relief made to it by MWEB.









MWEB (continued)

The application before the High Court was set down for hearing during the first quarter of the 2009 financial year. The parties however

entered into settlement negotiations, which resulted in the withdrawal of the interim relief application at the Competition Tribunal by MWEB

as well as a withdrawal of the jurisdictional challenge filed at the South African High Court by Telkom. The parties are in further

negotiations.

Verizon SA Limited (Verizon)

Verizon filed a complaint against Telkom on March 22, 2007 alleging that Telkom charges an excessive price on services rendered to

Verizon, thereby inducing Verizon’s customers not to deal with Verizon, engages in exclusionary conduct through “margin squeeze” in

offering prices to end-users which are lower than the prices at which it sells rights of access to its infrastructure on a wholesale basis to

Verizon, and that Telkom engages in price discrimination against Verizon.

Internet Solutions (IS)

IS filed a complaint against Telkom at the Competition Commission during December 2007. The complaint alleges abusive conduct by

Telkom. IS specifically alleges that Telkom is charging excessive prices that bear no reasonable relation to the economic value of the goods

or services, that Telkom has raised the wholesale cost to downstream competitors, while also reducing the downstream retail price to clients;

engaging in margin squeeze, that Telkom has introduced a series of bundled products (namely Telkom Closer Products) that limit the ability

of rivals in particular markets to compete effectively, and Telkom is offering discriminatory prices in relation to a number of infrastructural

and service items that IS is compelled to purchase from Telkom.

While that complaint was being investigated by the Competition Commission, IS brought an application to the Competition Commission

for interim relief requesting: that Telkom be ordered to charge IS a wholesale price for telecommunication facilities to provide virtual private

network services to its customers no higher than the lowest retail price for such connection charged to Telkom’s VPN Supreme customers

and ordering that the costs of the application be paid by Telkom.

Telkom opposed the application by IS at the Competition Tribunal although it is unable to finalise its opposing papers due to difficulties

associated with the manner in which IS claimed confidentiality over the application. No further activity has taken place with regard to the

interim relief application to date.

Maredi Telecom and Broadcasting (Proprietary) Limited (Maredi)

Maredi served a notice of motion on Telkom, Ericsson SA and Telsaf Data (Pty) Limited on January 8, 2009. The matter relates to a tender

published by Telkom for the supply of point-to-point split mount microwave equipment. Maredi, Telsaf, Ericsson and a fourth company,

Mobax, were shortlisted. The tender was awarded by Telkom to Telsaf and Ericsson.



Maredi Telecom and Broadcasting (Proprietary) Limited (Maredi) (continued)

Maredi applied for a court order, with a court hearing date set for February 3, 2009, requesting that the court prevent Telkom from entering

into a contract with Ericsson and Telsaf or either party, and from ordering goods or services from Ericsson and Telsaf pursuant to the tender.

Maredi also requested an order that the court review and set aside the award of the tender to Telsaf and Ericsson or either of the

aforementioned parties, and refer the tender back to Telkom in order for Telkom to reconsider its award. Maredi alleged that there were

certain irregularities in the tender process in that Telkom did not follow fair procedures by failing to comply with its own mandatory

procedural requirements, that Telkom acted arbitrarily and in bad faith, that Telkom was biased in favour of Ericsson and that Ericsson should

have been disqualified as it failed to meet Telkom’s critical criteria as set out in the tender.

Numerous allegations in the application, including accusations against certain members of the Procurement Review Council and allegations

by Maredi of compliance by them to the technical critical criteria, were refuted by Telkom. Telkom and Ericsson opposed the application

and filed their respective opposing affidavits. Telsaf did not oppose the application. The matter was ultimately set down for hearing on

February 20, 2009 and Maredi’s application was dismissed with costs. However, Maredi is proceeding with a review application in the

ordinary course and Telkom is opposing the application.

Telkom is not currently able to predict when these disputes may be resolved or the amount that it may eventually be required to pay,

however, it has not included provisions for all of these claims in its annual financial statements. In addition, Telkom may need to spend

substantial amounts defending or prosecuting these claims even if it was ultimately successful. If Telkom were to lose these or future legal

and arbitration proceedings, it could be prohibited from engaging in certain business activities and could be required to pay substantial

penalties and damages, which could cause its revenue and net profit to decline and have a material adverse impact on its business and

financial condition. Telkom may be required to fund any penalties or damages from cash flows or drawings on its credit facilities, which

could cause its indebtedness to increase.

Telkom is party to various additional proceedings and lawsuits in the ordinary course of its business, which management does not believe

will have a material adverse impact on Telkom.

Negative working capital ratio

At each of the financial periods ended March 31, 2009, 2008 and 2007 the Company had a negative working capital ratio. A negative

working capital ratio arises when current liabilities are greater than current assets. Current liabilities are intended to be financed from

operating cash flows, new borrowings and borrowings available under existing credit facilities.








36. DIRECTORS’ INTERESTSST Arnold, RJ Huntley, E Spio-Garbrah, KST Matthews and VB Lawrence, five of Telkom’s Board members, are the South African

Government’s representative on Telkom’s Board of Directors. At March 31, 2009, the Government held 39.76% (2008: 39.42%, 2007:

38.83%) of Telkom’s shares.

B Molefe is a Public Investment Corporation (‘PIC’) representative on Telkom’s Board of Directors. As at March 31, 2009 the PIC held

15.63% (2008: 15.23%, 2007: 15.27%) of Telkom’s shares.

Beneficial Non-beneficial

Direct Indirect Direct Indirect

Directors’ shareholding (Number of shares)

2009

Executive

RJ September 90,815 1,820 – –

PG Nelson 19,182 – – –

109,997 1,820 – –

Non-executive

PG Joubert – 15,000 – –

D Barber – 1,200 – –

– 16,200 – –

2008

Executive

RJ September 7,155 – – –

Total 7,155 – – –

2007

Non-executive

TF Mosololi 455 – – –

Total 455 – – –

The directors’ shareholding changed between the balance sheet date and the date of issue of the financial statements and this has been

reflected in the above information.

2007 2008 2009

Rm Rm Rm

Directors’ emoluments 7 36 20

Executive


Non-executive



36. DIRECTORS’ INTERESTS (continued)Directors’ emoluments (continued)


R R R R R2009Emoluments per director:Non-executive 5,028,084 – – – 5,028,084

ST Arnold 1,030,000 – – – 1,030,000 B du Plessis 498,000 – – – 498,000 PSC Luthuli 642,000 – – – 642,000 KST Matthews 441,000 – – – 441,000 B Molefe 159,551 – – – 159,551AG Rhoda 124,001 – – – 124,001 RJ Huntley 533,000 – – – 533,000 Dr E Spio-Garbrah** 622,750 – – – 622,750 Dr VB Lawrence** 359,000 – – – 359,000 DD Barber 293,667 – – – 293,667 PG Joubert 302,778 – – – 302,778

Executive – 4,530,912 2,289,947 7,848,357 14,669,216

RJ September* – 3,555,800 1,841,396 7,430,452 12,827,648 PG Nelson* – 975,112 448,551 417,905 1,841,568



ST Arnold 1,124,373 – – – 1,124,373 B du Plessis 393,967 – – – 393,967 MJ Lamberti – – – – – PSC Luthuli 502,117 – – – 502,117 TD Mahloele 357,684 – – – 357,684 KST Matthews 501,217 – – – 501,217 TF Mosololi 174,960 – – – 174,960 M Mostert *** 229,433 – – – 229,433 DD Tabata 250,583 – – – 250,583 YR Tenza 305,633 – – – 305,633 PL Zim 5,333 – – – 5,333 B Molefe 20,497 – – – 20,497 A Rhoda 14,286 – – – 14,286 RJ Huntley 193,833 – – – 193,833 Dr E Spio-Garbrah** 273,841 – – – 273,841 Dr VB Lawrence** 286,176 – – – 286,176

Executive – 14,489,833 3,436,308 13,244,896 31,171,037

RJ September* – 2,453,757 3,436,308 13,218,772 19,108,837

CEO – 1,016,524 3,436,308 10,438,538 14,891,370 Acting CEO – 1,437,233 – 2,780,234 4,217,467

LRR Molotsane* – 12,036,076 – 26,124 12,062,200









36. DIRECTORS’ INTERESTS (continued)Directors’ emoluments (continued)

Performance Fringe and

Fees Remuneration bonus other benefits Total

R R R R R

2007

Emoluments per director:

Non-executive 2,641,168 – – – 2,641,168

NE Mtshotshisa 463,050 – – – 463,050

ST Arnold 353,719 – – – 353,719

TCP Chikane 32,670 – – – 32,670

B du Plessis 213,367 – – – 213,367

PSC Luthuli 205,417 – – – 205,417

TD Mahloele 166,667 – – – 166,667

K Matthews 109,643 – – – 109,643

TF Mosololi 214,417 – – – 214,417

M Mostert 232,417 – – – 232,417

DD Tabata 175,367 – – – 175,367

YR Tenza 321,767 – – – 321,767

PL Zim 152,667 – – – 152,667

Executive – 2,272,785 – 1,653,202 3,925,987

LRR Molotsane* – 2,272,785 – 1,653,202 3,925,987

Total emoluments – paid

by Telkom 2,641,168 2,272,785 – 1,653,202 6,567,155

* Included in fringe and other benefits is a pension contribution for LRR Molotsane of RNil (2008: R4,690; 2007: R295,462), RJ September of

R462,254 (2008: R280,261; 2007: RNil) and PG Nelson of R126,765 (2008: RNil; 2007: RNil) at March 31, 2009 paid to the Telkom Retirement

Fund.

** Foreign directors.

*** In the absence of an internal corporate finance division, and pending the structuring and staffing thereof, the Telkom Board resolved that it was in the best

interest of the Company and the shareholders to deploy the highest quality skills currently resident in Telkom, to evaluate, structure and make

recommendations to the Board on major transactions. During 2008 M Mostert led all efforts in this regard and was remunerated accordingly. Moreover

in compliance with the principles of good governance, the Board took legal advice and established that there was no conflict of interest arising out of

his involvement in the transaction evaluated.


37. RELATED PARTIESDetails of material transactions and balances with related parties not disclosed separately in the annual financial statements were as

follows:

2007 2008 2009

Rm Rm Rm

With joint venture:

Vodacom Group (Proprietary) Limited

Related party balances

Trade receivables 122 99 121

Dividend receivable 1,450 1,595 1,100

Trade payables (706) (691) (650)

Related party transactions

Revenue (1,510) (1,632) (1,781)

Expenses 2,974 3,050 3,066

Dividend received (2,700) (2,970) (2,600)

Audit fees 6 5 4

Revenue includes interconnect fees and lease and installation

of transmission lines.

Expenses mostly represent interconnect expenses.

With shareholders:

Public Investment Corporation

There were no material transactions between the Company and

the Public Investment Corporation.

Government




Revenue (2,458) (2,623) (2,767)

With subsidiaries:

Trudon Proprietary Limited (formerly trading as TDS Directory

Operations (Proprietary) Limited)




Dividend receivable 84 – –


Revenue (57) (59) (62)

Expenses 12 20 15

Dividend received (149) (120) (47)








2007 2008 2009

Rm Rm Rm

37. RELATED PARTIES (continued)With subsidiaries: (continued)

Swiftnet (Proprietary) Limited


Trade receivables – – 1


Loan from subsidiary – – 10


Revenue (16) (18) (17)

Expenses – – 1

Income includes data calls and billing fees.

Rossal No 65 (Proprietary) Limited


Accruals and other payables (148) – (342)

Loan to subsidiary – 30 –

The loan is unsecured, interest-free and has no fixed repayment

terms. The loan has been subordinated in favour of other creditors.


Dividend paid 110 115 59


Acajou Investments (Proprietary) Limited


(Accruals and other payables)/receivables (98) – 285


Dividend paid 98 119 72


Intekom (Proprietary) Limited


Accruals and other payables (5) (13) (23)


Expenses 7 8 10

Q-Trunk (Proprietary) Limited


Loan to subsidiary 30 26 22

Impairment of loan (30) (26) (22)

The loan is unsecured, interest-free and has

no fixed repayment terms. The loan has been

subordinated in favour of other creditors.


Expenses 6 6 6





2007 2008 2009

Rm Rm Rm


Special purpose entity – cell captive


Investment – sinking fund (refer to note 11) 535 535 535


Investment income (19) – –

Africa Online Limited (Africa Online)


Loan to subsidiary – 74 236


Trade payables – (4) –


Revenue – (4) –

Investment income – (2) (11)

The loan is unsecured and bears interest at 3 month

US$ LIBOR plus 5%. The loan has no fixed repayment terms.

Multi-Links Telecommunications (Proprietary) Limited (Multi-Links)


Loan to subsidiary – 840 5,225


Trade payables – (21) –


Revenue – (21) (55)

Investment income – (34) (178)

The loan is unsecured and bears interest at 3 month US$ LIBOR

plus 5%. The loan may be prepaid in full or in whole, provided

that each part prepayment may not be less than US$1 million.

The advances must be repaid on May 1, 2009, July 1,

2009 and January 29, 2010.

Telkom International (Proprietary) Limited


Loan to subsidiary – 1,985 1,985

Impairment of loan – – (874)

The loan has been used to purchase a 75% shareholding in

Multi-Links Telecommunications (Proprietary) Limited. The loan

is unsecured and has no fixed repayment term.





2007 2008 2009

Rm Rm Rm


Telkom Media (Proprietary) Limited


Loan to subsidiary – 326 471

Impairment of loan – (217) (471)

The loan is interest-free and has no repayment terms.

Telkom Foundation


Expenses 54 58 54

With entities under common control:

Major public entities




The outstanding balances are unsecured and will be settled in

cash in the ordinary course of business.


Revenue (400) (485) (445)

Expenses 206 201 180

Rent received (29) (21) (20)

Rent paid 18 18 19

Income with major public entities for the year ended March 31,

2007 has been restated due to additional BAN numbers being

included in our calculation of income with major public entities.

The effect of this is only on the disclosure of the related party

note and has a RNil effect on the Company’s profit.

Key management personnel compensation:

(Including directors’ emoluments)


Short-term employee benefits 108 114 54

Post-employment benefits 3 3 5

Termination benefits – 27 –

Equity compensation benefits 8 24 36

The fair value of the shares that vested in the current

year is R11 million (2008: R12 million; 2007: RNil).





37. RELATED PARTIES (continued)Terms and conditions of transactions with related parties

The sales to and purchases from related parties of telecommunication services are made at arm’s length prices. Except as indicated above,

outstanding balances at the year end are unsecured, interest-free (except for interest charged on overdue telephone accounts) and settlement

occurs in cash. Apart from the bank guarantee to the amount not exceeding R23 million (US$3 million) provided to Africa Online Limited,

there have been no guarantees provided or received for related party receivables or payables. Except as indicated above for the year

ended March 31, 2009, the Company has not impaired any amounts owed by related parties (2008: RNil; 2007: RNil). This assessment

is undertaken each financial year through examining the financial position of the related party and the market in which the related party

operates.

38. SIGNIFICANT EVENTSTelkom Renaissance

On November 14, 2008, Telkom’s Board of Directors approved the new organisation structure which is designed to fit Telkom’s defend

and growth strategy. The new structure is effective April 1, 2009 and is being managed through a project called Telkom Renaissance.

The Group has been restructured into three operating Business Units namely Telkom South Africa, Telkom International and Telkom Data

Centre Operations. The Telkom Renaissance initiative will occur over the next 24 months to ensure that all the necessary remodelling,

reorganising, revitalising and re-engineering happens in order to make the new structure function optimally.

This initiative is a complete transformation of the way Telkom focuses on servicing its customers and creating value for its stakeholders. It is

a positive, purposeful change towards a more accountable and competitive company. This change is a necessary part of Telkom’s strategy

to maintain and grow market share in South Africa whilst building a strong footprint on the African continent.

Capability Management

Telkom will seek to manage costs and address service delivery constraints by realigning its structure and resources to better match its

transforming information, communications and technology business.

The transformation of the communications industry and increasing market and competitive pressure has put communication companies such

as Telkom under increasing revenue and expense constraints while being required to improve customer service. As a result capability

management is designed to ensure that the capabilities needed to succeed in a converged communications market are established through

the optimal utilisation of external as well as internal capabilities, extracting efficiencies, where possible, through scale of a rapidly maturing

retail and wholesale market and better organised functional areas in a more deregulated and liberalised communications market.

Capability management includes the internal consolidation of certain functional areas and the optimisation of strategic supplier and service

provider relationships improving performance in other functional areas.

Capability Management will be concerned with assisting in addressing the margin and service delivery pressures by reassessing the

operational service delivery methodology currently deployed with a view of increasing flexibility, reducing expense while improving service

delivery across Telkom.

Given the challenges Telkom faces in rolling out broadband, converged and data services, maintaining our legacy network and expanding

our operations across the African continent, employees’ skills and performance must be aligned with our strategy to ensure financial,

operational and transformational targets, customer expectations and shareholder expectations are met.

The immediate objective therefore is to remodel service delivery. This is one of the strategic initiatives under Project Renaissance and will

focus on the following:

• Identify and assess existing capabilities;

• Establish a Telkom Capability Inventory;

• Determine future capability requirements;

• Identify and develop a set of optimal service delivery options for achieving current and future strategic objectives; and





38. SIGNIFICANT EVENTS (continued)Capability Management (continued)• Enable Telkom South Africa, Telkom International and Telkom Data Centre Operations to:

– Improve resource efficiency;– Improve capital productivity; and– Improve service delivery.

A memorandum of understanding was entered into between Telkom and organised labour which included issues such as the deferment ofthe Managed Services Partner outsourcing project implementation post April 2009 and the establishment of a restructuring forum where allrestructuring initiatives will be debated between the parties concerned.

Telkom Management Services (Proprietary) Limited (TMS)TMS was registered as a company during August 2008. Telkom’s Board approved the establishment of TMS as a part of Telkom’s strategicplan to grow revenue and expand geographic reach.

Appointment of directorOn November 10, 2008, Telkom announced the appointment of Mr Peter Nelson as Chief Financial Officer and director of the Companywith effect from December 8, 2008.

39. SUBSEQUENT EVENTSDividendsThe Telkom Board declared an ordinary dividend of 115 cents (2008: 660 cents, 2007: 600 cents) per share and a special dividendof 260 cents (2008: Nil cents, 2007: 500 cents) per share on June 19, 2009, payable on July 20, 2009 to shareholders registered onJuly 17, 2009.

Acquisition of MWEB Africa Limited and majority equity stake in MWEB Namibia (Proprietary) LimitedOn November 10, 2008, Telkom International (Proprietary) Limited, a wholly owned subsidiary of Telkom, announced it had entered intoagreements to acquire 100% of MWEB Africa Limited (‘MWEB Africa’) and 75% of MWEB Namibia (Proprietary) Limited (’MWEBNamibia‘) . The purchase price for the MWEB Africa Group including AFSAT and MWEB Namibia is US$55 million (approximately R498million) with a deferred payment of US$14,18 million due when the profits of MWEB Group for the year ended March 31, 2009 arefinalised. These shareholdings will be acquired from Multichoice Africa Limited and MIH Holdings Limited respectively, which are membersof the Naspers Limited Group.

MWEB Africa is an internet services provider in sub-Saharan Africa (excluding South Africa) which also provides network access servicesin some countries and is headquartered in Mauritius with operations in Namibia, Nigeria, Kenya, Tanzania, Uganda and Zimbabwe, anagency arrangement in Botswana and distributors in 26 sub-Saharan African countries.

The acquisition of MWEB is part of the Group’s strategy of growing its broadband and solidifying its market position through acquisitions.

The successful conclusion of the agreements being entered into is subject to conditions precedent, including regulatory approvals beingobtained in certain African jurisdictions.

Subsequent to year end, on April 21, 2009, the conditions precedent to the sale were fulfilled.

AT&T strategic agreementOn April 16, 2009, Telkom and AT&T, the global communications leader, entered into a strategic agreement which aims to extend AT&T’sglobal networking reach to sub-Saharan Africa and boost Telkom’s strategy to grow a strong ICT footprint on the African continent. Theagreement will allow both companies to explore ways to provide global seamless communication and technology solutions and servicesto multinational customers, ether based in or seeking to extend their operations in sub-Saharan Africa.

Under the terms of the memorandum of understanding, the two companies will begin work towards definitive agreements that would

• directly connect the Telkom regional network and the AT&T global network;

• deliver a wider geographic footprint of telecommunication services, in both sub-Saharan Africa and other global points;

• enhance mobile service capabilities for corporate customers in sub-Saharan Africa;

• extend global VPN (Virtual Private Network) services to support the state of art network requirements of customers either headquarteredin or seeking to expand sites in sub-Saharan Africa;

• explore other potential opportunities in areas such as Telepresence, hosting and professional services; and

• expand the existing global wholesale voice services relationship between Telkom Group and AT&T.





39. SUBSEQUENT EVENTS (continued)Telkom Media (Proprietary) Limited (Telkom Media)

On August 31, 2006, Telkom created a new subsidiary, Telkom Media (Proprietary) Limited, with a black economic empowerment (‘BEE’)

shareholding. ICASA awarded Telkom Media a commercial satellite and cable subscription broadcast licence on September 12, 2007.

On March 31, 2008, the Telkom Board took a decision to substantially reduce its investment in Telkom Media and as such Telkom Media

reduced its operational expenses and commitments to a minimum. Telkom Media did not meet the held for sale criteria at year end as

management were unable to sell the disposal group for its expected price and therefore decided to abandon it.

Subsequent to year end Telkom was approached by potential buyers of Telkom’s interest in Telkom Media and negotiations with the potential

buyer were concluded. On May 4, 2009, Telkom sold its 75% interest in Telkom Media to Shenzhen Media South Africa (Proprietary)

Limited for a nominal amount.

Disposal and unbundling of stake in VodacomIn 2008 Telkom announced a decision to dispose of its entire stake in Vodacom through selling of 15% of its stake to Vodafone, a whollyowned subsidiary of Vodafone Group plc and unbundling its remaining 35% stake to its shareholders pursuant to a listing of Vodacom onthe main board of JSE Limited.

On May 18, 2009 Vodacom was successfully listed on the main board of the JSE Limited and a special dividend of R19 was distributedto all Telkom shareholders. Telkom successfully completed the unbundling of Vodacom shares to its shareholders on May 25, 2009.

Bookbuilding of Vodacom Group (Proprietary) Limited sharesOn June 2, 2009, Telkom announced the successful completion of the accelerated bookbuilding of Vodacom shares, raising R1,540 millionfor "ineligible shareholders". The directors of Telkom, in consultation with Vodafone, determined that Telkom shareholders in the United Statesof America would be regarded as "ineligible shareholders" for the unbundling of Vodacom shares to shareholders of Telkom, which wascompleted on May 25, 2009, and would therefore not receive Vodacom shares in such distributions.

The proceeds from the offering, net of applicable fees, expenses, taxes and charges, will be distributed to the "ineligible shareholders" inproportion to their entitlement to Vodacom shares.

New York Stock Exchange listingGiven the current global economic climate and the absolute necessity for Telkom to reduce its cost profile, the Board has decided to delistfrom the New York Stock Exchange. Maintaining a listing in the United States of America is expensive and takes considerable managementtime. The methodology employed and discipline gained from Sarbanes-Oxley reporting requirements will be retained to ensure strictgovernance compliance and transparent financial reporting.

Telkom is comfortable that the Johannesburg Stock Exchange provides sufficient access to capital for both South African and globalinvestors. Telkom intends to maintain a level 1 American Depository Receipt programme to facilitate over-the-counter- trading in the UnitedStates of America.

Telkom Communications International (Proprietary) LimitedThe Abacus Financial Services (Mauritius) Limited issued a notice under section 265 (5) of the Companies Act 1984 that TelkomCommunications International (Proprietary) Limited has been dissolved with effect from May 12, 2009.

Other mattersThe directors are not aware of any other matter or circumstance since the financial year ended March 31, 2009 and the date of thisreport, or otherwise dealt with in the financial statements, which significantly affects the financial position of the Company and the resultsof its operations.





40. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTEDThe Company has not early adopted the following standards, interpretations and amendments that have been issued and are not yet

effective:

IFRS1 First-time Adoption of International Financial Reporting Standards: Cost of an Investment in a Subsidiary, Jointly Controlled Entity

or Associate (amended)

This amendment is effective for annual periods beginning on or after January 1, 2009. This standard is amended to allow an entity, in its

separate financial statements, to determine the cost of investments in subsidiaries, jointly controlled entities or associates (in its opening IFRS

financial statements) as one of the following amounts:

• Cost determined in accordance with IAS27

• At the fair value of the investment at the date of the transition to IFRS, determined in accordance with IAS39 Financial Instruments:

Recognition and Measurement

• The previous GAAP carrying amount of the investment at the date of transition to IFRS

This determination is made for each investment, rather than being a policy decision.

The amendment does not have an impact on the annual financial statements.

IFRS2 Share-based Payment: Vesting Conditions and Cancellations (amended)

This amendment is effective for annual periods beginning on or after January 1, 2009. The amendments to IFRS2 Share-based Payment

clarifies the definition of vesting conditions and the accounting treatment of cancellations by the counterparty to a share-based arrangement.

The amendment will not have a material impact on the Company’s financial statements.

IFRS2 Share-Based Payment: Group Cash-Settled Share-Based Payment Arrangements (amended)

This amendment is effective for annual periods beginning on or after January 1, 2010. The amendment clarifies how an individual

subsidiary in a group should account for some share-based payment arrangements in its own financial statements. The amendment will not

have a material impact on the Company’s financial statements.

IFRS3 Business Combinations (revised)

The revisions are effective for annual periods beginning on or after July 1, 2009 .The revised standard still applies the acquisition method

of accounting for business combinations, with some significant changes. For example, all payments to purchase a business are to be

recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income

statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value

or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed. The

revised standard will not have an impact on the annual financial statements.

IFRS7 Financial Instruments: Disclosures (amended)

The interpretation is applicable for annual periods beginning on or after January 1, 2009. The amendment requires enhanced disclosures

about fair value measurements and liquidity risk. The impact of the amendment is being evaluated.

IFRS8 Operating Segments

This standard is effective for annual periods beginning on or after January 1, 2009. The standard requires operating segments to be

identified on the basis of internal reports about components of the entity that are regularly reviewed by the chief operating decision maker

in order to allocate resources to the segment and to assess its performance. The impact of this standard is currently being evaluated.

IFRIC9 Reassessment of Embedded Derivatives (amended)


financial asset out of the ‘fair value through profit or loss’ category, all embedded derivatives have to be assessed and, if necessary,







40. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)IFRIC13 Customer Loyalty ProgrammesThe interpretation is effective for annual periods beginning on or after July 1, 2008. The interpretation requires loyalty award credits granted

to customers in connection with a sales transaction to be accounted for as a separate component of the sales transaction. The consideration

received in the sales transaction would, therefore, be allocated between the loyalty award credits and the other components of the sale.

IFRIC13 is not relevant to the Company’s operations because none of the Company’s companies operate any loyalty programmes.

Where the cost of fulfilling the awards is expected to exceed the consideration received, the entity will have to recognise an onerous

contract liability. The impact of this amendment is being evaluated.

IFRIC15 Agreements for the Construction of Real Estate

The interpretation is effective for annual periods beginning on or after January 1, 2009. The aim of this interpretation is to determine

whether an agreement for the construction of real estate is within the scope of IAS11 Construction Contracts or IAS18 Revenue.

This interpretation is not relevant to the Company’s operations as the Company does not construct real estates.

IFRIC16 Hedges of a Net Investment in a Foreign Operation

The interpretation is effective for annual periods beginning on or after October 1, 2008. The interpretation provides guidance in respect

of hedges of foreign currency gains and losses on a net investment in a foreign operation. This includes the fact that net investment hedging

relates to differences in functional currency and not presentation currency, and hedging instruments may be held anywhere in the Group.

The interpretation will not have an impact on the Company’s financial statements.

IFRIC17 Distributions of Non-Cash Assets to Owners

The interpretation is effective for annual periods beginning on or after July 1, 2009. The interpretation provides guidance on how an entity

should account for non-cash distributions to its owners and/or distributions that give owners a choice of receiving either non-cash assets or

a cash alternative. The impact of the amendment is being evaluated.

IFRIC 18 Transfer of Assets from Customers

The interpretation is effective for annual periods beginning on or after July 1, 2009.

IFRIC18 clarifies the requirements of IFRSs for agreements in which an entity receives from a customer an item of property, plant and

equipment (‘PPE’) that the entity must then use either to connect the customer to a network or to provide the customer with ongoing access

to a supply of goods or services. The IFRIC also provides guidance where an entity receives cash from a customer that must be used only

to acquire or construct an item of PPE in order to connect the customer to a network or provide the customer with ongoing access to a

supply of goods or services. The impact of this interpretation is currently being evaluated.

IAS1 Presentation of Financial Statement (revised)

The revised standard is effective for annual periods beginning on or after January 1, 2009.

IAS1R introduces a statement of comprehensive income with two optional formats and refers to the balance sheet and cash flow statement

by different names: the ‘statement of financial position’ and ‘statement of cash flows’, respectively. The revision to the standard will result

in changes in the way the annual financial statements are presented.

IAS7 Cash Flow Statement: Consequential Amendments arising from Amendments to IAS16

The amendment is effective for annual periods beginning on or after January 1, 2009. IAS7 as amended requires cash receipts and

payments relating to purchase, rental and sale of property, plant and equipment held for rental to be treated as cash flows from operating

activities. The impact of this amendment is being evaluated.

IAS23 Borrowing Costs (revised)The revised standard applies to borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on orafter January 1, 2009. The revised standard requires all borrowing costs that are directly attributable to the acquisition, construction orproduction of qualifying assets to be capitalised. The Company does not expect the adoption of the standard to have a material impact.





40. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)IAS27 Consolidated and Separate Financial Statements (revised)The revisions are effective for annual periods beginning on or after July 1, 2009. The revised standard requires the effects of all transactionswith non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwillor gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured tofair value, and a gain or loss is recognised in profit or loss. The impact of the revised standard is being evaluated.

IAS27 Consolidated and Separate Financial Statements – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate(amended)The amended standard is effective for annual periods beginning on or after January 1, 2009. The amended standard is for the followingchanges in respect of the holding company’s separate financial statements:

• The deletion of the ‘cost method’. Making the distinction between pre- and post-acquisition profits is no longer required. All dividendswill be recognised in profit or loss. However, the payment of such dividends requires the entity to consider whether there is an indicatorof impairment; and

• In cases of reorganisations where a new parent is inserted above an existing parent of the Group (subject to meeting specificrequirements), the cost of the subsidiary is the previous carrying amount of its share of equity items in the subsidiary rather than its fairvalue. The impact of this amended standard is currently being evaluated.

Amendment to IAS32 Financial Instruments Presentation and IAS1 Presentation of Financial Statements, Puttable Financial Instruments

The amendment is effective for periods beginning January 1, 2009. The amendments classify puttable financial instruments, or components

of instruments, that impose on the entity an obligation to deliver to another party a pro-rata share of the net assets of the entity only on

liquidation, as equity, provided they have particular features and meet specific conditions. The impact of this amended standard is being

evaluated.

IAS39: Financial Instruments: Recognition and Measurement (amended)


financial asset out of the ‘fair value through profit or loss’ category, all embedded derivatives have to be assessed and, if necessary,



IAS39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items (amended)

The amendment to the standard is effective for annual periods beginning on or after July 1, 2009. The amendment clarifies that an entity

is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument as a hedged item. The

amendment will not have an impact on the financial statements as Telkom does not apply hedge accounting.





40. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)Changes as a result of the annual improvements project

A number of standards were amended as a result of the annual improvements project of the IASB in May 2008 effective for annual periods

beginning on or after January 1, 2009, with the exception of IFRS5 which is effective for annual periods beginning on or after July 1,

2009. These standards were as follows:

IFRS5 Non-Current Assets Held for Sale and Discontinued Operations

IAS1 Presentation of Financial Statements

IAS16 Property, Plant and Equipment

IAS19 Employee Benefits

IAS20 Accounting for Government Grants and Disclosure of Government Assistance

IAS23 Borrowing Costs

IAS27 Consolidated and Separate Financial Statements

IAS28 Investments in Associates

IAS29 Financial Reporting in Hyperinflationary Economies

IAS31 Interests in Joint Ventures

IAS36 Impairment of Assets

IAS38 Intangible Assets


IAS40 Investment Property

IAS41 Agriculture.

The Company will adopt the changes to these standards during the 2010 financial year with the exception of IFRS5, which will be adopted

during the 2011 financial year. The Company is currently evaluating the effects of the amendments.



Number of

shareholders % Holdings %

Range of shareholders

1 – 100 shares 68,789 71.69 2,392,802 0.46

101 – 1 000 shares 24,353 25.38 6,839,429 1.31

1 001 – 10 000 shares 2,031 2.12 5,683,371 1.09

10 001 – 50 000 shares 380 0.40 9,281,138 1.78

50 001 – 100 000 shares 157 0.16 11,252,414 2.16

100 001 – 1 000 000 shares 217 0.23 59,384,767 11.40

1 000 001 and more shares 33 0.03 425,949,977 81.80

95,960 100.00 520,783,898 100.00

Type of shareholder

Banks 147 0.15 56,436,518 10.84

Close corporations 163 0.17 236,071 0.05

Empowerment 1 0.00 37,506,809 7.20

Endowment funds 232 0.24 734,227 0.14

Individuals 91,625 95.48 11,570,245 2.22

Insurance companies 78 0.08 26,072,715 5.01

Investment companies 67 0.07 13,538,084 2.60

Medical aid schemes 20 0.02 437,317 0.08

Mutual funds 422 0.44 40,790,503 7.83

Nominees and trusts 2,438 2.54 2,869,011 0.55

Other corporations (including the Government of the

Republic of South Africa) 126 0.13 207,218,515 39.79

Own holdings 2 0.00 19,790,236 3.80

Retirement funds 350 0.36 101,615,937 19.51

Private companies 263 0.27 1,583,493 0.30

Public companies 25 0.03 375,871 0.07

Share trusts 1 0.00 8,346 0.00

95,960 100.00 520,783,898 100.00

Geographical holdings by owner

South Africa 95,522 99.54 447,187,584 85.87

United States 128 0.13 51,178,233 9.83

United Kingdom 99 0.10 15,573,222 2.99

Europe 65 0.07 5,506,841 1.06

Other 146 0.15 1,338,018 0.26

95,960 100.00 520,783,898 100.00

Beneficial shareholders of more than 2%

The government of the Republic of South Africa 207,038,058 39.76

Black Ginger 33 (Proprietary) Limited 46,604,996 8.95

Public Investment Corporation 34,773,817 6.67

Elephant Consortium NewShelf 772 (Proprietary) Limited 37,506,809 7.20

Liberty Group 18,151,712 3.49

Rossal No 65 (Proprietary) Limited Equities 11,646,680 2.24

355,722,072 68.31

Shareholder analysisat March 31, 2009


Holdings %

Public and non-public shareholders

Non-public shareholders 260,388,774 50.78

The Government of the Republic of South Africa 207,038,058 39.76

Empowerment 37,506,809 7.20

Government buffer account 9,461 0.00

Diabo share trust 8,346 0.00

Telkom Treasury Stock 19,790,236 3.80

Executive and non-executive directors* 83,544 0.02

Subsidiaries directors* 24,098 0.00

Public shareholders

Institutional and retail investors 256,323,346 49.22

520,783,898 100.00

* Director holdings consists of direct and indirect holdings.

The information above is based on registered shareholders, except where only beneficial shareholders’ information was available.

Shareholder analysis continued

at March 31, 2009




3GThe generic term, 3G, is used to denote the next generation of mobile

systems designed to support high-speed data transmission (144 Kbps

and higher) and Internet Protocol (IP)-based services in fixed, portable

and mobile environments. As envisaged by the ITU, the 3G system will

integrate different service coverage zones and be a global platform

and the necessary infrastructure for the distribution of converged

service, whether mobile or fixed, voice or data, telecommunications,

content or computing.

ADSL (ASYMMETRICAL DIGITAL SUBSCRIBER LINE)ADSL is a broadband access standard which uses existing copper lines

to offer high-speed digital connections over the local loop. ADSL

transmits data asymmetrically, meaning that the bandwidth usage is

much higher in one direction than the other. ADSL provides greater

bandwidth from the exchange to the customer (ie. downloading) than

from the customer to the exchange (ie. sending).

ARPUVodacom’s average monthly revenue per customer, or ARPU, is

calculated by dividing the average monthly revenue during the period

by the average monthly total reported customer base during the period.

ARPU excludes revenue from equipment sales, other sales and services

and revenue from national and international users roaming on

Vodacom’s networks.

ATM (ASYNCHRONOUS TRANSFER MODE)ATM is a high-speed Wide Area Network (WAN), connection-

oriented, packet-switching data communications protocol that allows

voice, data and video to be delivered across existing local and Wide

Area Networks. ATM divides data into cells and can handle data

traffic in bursts. It is asynchronous, in that the stream of cells from one

particular user is not necessarily continuous.

BANDWIDTHBandwidth is a measure of the quantity of signals that can travel over

a transmission medium such as copper or a glass fibre strand. It is the

available space available to carry a signal. The greater the

bandwidth, the greater the information carrying capacity. Bandwidth is

measured in bits per second.

BROADBANDBroadband is a method of measuring the capacity of different types of

transmission. Digital bandwidth is measured in the rate of bits

transmitted per second (bps). For example, an individual ISDN channel

has a bandwidth of 64 Kbps, meaning that it transmits 64,000 bits

(digital signals) every second.

CAGRCompound Annual Growth Rate.

CARRIER PRE-SELECTIONCarrier pre-selection is usually initiated by the telecoms Regulator.

It enables individuals to choose which telecom will carry their traffic

(mainly long distance) by a signalling contract rather than having to

dial extra digits.

CDMA (CODE DIVISION MULTIPLE ACCESS)CDMA is one of many technologies for digital transmission of radio

signals between, for example, mobile telephones and radio base

stations. In CDMA, which is a spread-spectrum modulation technology,

each call is assigned a unique “pseudorandom” sequence of

frequency shifts that serve as a code to distinguish it. The mobile phone

is then instructed to decipher only a particular code to pluck, as it were,

the right conversation off the air.

CIRCUITA circuit is a connection or line between two points. This connection

can be made through various media, including copper, coaxial cable,

fibre or microwave. A telephone exchange is a circuit switch.

DECT (DIGITAL ENHANCED CORDLESSTELECOMMUNICATIONS)DECT is the standard for cordless telephones. DECT phones

communicate using the PSTN (public switched telephone network)

through a small base station in the home or office and have a working

radius of between 50 and 300 metres.

EBITDAEBITDA represents profit for the year before taxation, finance charges,

investment income and depreciation, amortisation, impairment and

write-offs.

EDGE (ENHANCED DATA FOR GSM EVOLUTION)EDGE is a technology designed to enhance GSM and TDMA systems

with respect to data rates and is widely considered to be the GSM

evolution beyond GPRS. It enhances the data capabilities of GSM and

TDMA systems by altering the RF modulation scheme to allow greater

data rates per time slot. Because it uses a different modulation

technique across the air-interface, EDGE requires different mobile

terminals/ handsets than those designed for the GSM air-interface.

EFFECTIVE TAX RATEThe effective tax rate is the tax charge in the income statement divided

by pre-tax profit.

ETHERNETEthernet is a protocol that defines how data is transmitted to and

received from LANs. It is the most prevalent LAN protocol, with speeds

of up to 10 Mbps.

Definitions


EVDO (EVOLUTION-DATA OPTIMISED OR EVOLUTION-DATA ONLY)EVDO is a telecommunications standard for the wireless transmission of

data through radio signals, typically for broadband Internet access.

It uses multiplexing techniques including code division multiple access

(CDMA) as well as time division multiple access (TDMA) to maximise

both individual user’s throughput and the overall system throughput.

FIBRE OPTICSFibre optics is where messages or signals are sent via light rather than

electrical signals down a very thin strand of glass. Light transmission

enables much higher data rates than conventional wire, coaxial cable

and many forms of radio. Signals travel at the speed of light and do

not generate nor are subject to interference.

FIBRE RINGSFibre rings have come to be used in many fibre networks as it provides

more network resiliency: if there is a failure along a route and a ring is

broken, the direction of the traffic can be reversed and the traffic will

still reach its final destination.

FIXED ACCESS LINESFixed access lines are comprised of public switched

telecommunications network lines, or PSTN lines, including integrated

services digital network channels, or ISDN channels, and public and

private payphones, but excluding internal lines in service.

FIXED ACCESS LINES PER EMPLOYEETo calculate the number of access lines per employee the total number

of access lines is divided by the number of employees at the end of the

period.

FIXED-LINE PENETRATIONFixed-line penetration or teledensity is based on the total number of

telephone lines in service at the end of the period per 100 persons in

the population of South Africa. Population is the estimated South

African population at the mid-year in the periods indicated as

published by Statistics South Africa, a South African Government

department.

FIXED-LINE TRAFFICFixed-line traffic, other than international outgoing mobile traffic,international interconnection traffic and international Voice over InternetProtocol traffic, is calculated by dividing traffic operating revenue forthe particular category by the weighted average tariff for suchcategory during the relevant period. Fixed-line international outgoingmobile traffic and international interconnection traffic are based on thetraffic registered through the respective exchanges and reflected ininternational interconnection invoices. International Voice over InternetProtocol traffic is based on the traffic reflected in invoices.

FRAME RELAYFrame relay is a widely implemented telecommunications service

designed for cost-efficient data transmission for data traffic between

local area networks and between end-points in a wide area network.

The network effectively provides a permanent circuit, which means that

the customer sees a continuous, dedicated connection, but does not

pay for a full-time leased line.

GPRS (GENERAL PACKET RADIO SERVICE)GPRS is a packet rather than a circuit-based technology. GPRS allows

for faster data transmission speed to both GSM and TDMA (IS-136)

networks. GPRS is a packet-switched technology that overlays the

circuit-switched GSM network. The service can be introduced to

cellular networks by infrastructure.

GSM (GLOBAL SYSTEM FOR MOBILE)GSM is a second generation digital mobile cellular technology using

a combination of frequency division multiple access (FDMA) and time

division multiple access (TDMA). GSM operates in several frequency

bands: 400 MHz, 900 MHz and 1800 MHz. On the TDMA side,

there are eight timeslots or channels carrying calls, which operate on

the same frequency. Unlike other cellular systems, GSM provides a

high degree of security by using subscriber identity module (SIM) cards

and GSM encryption.

HSDPAHigh Speed Downlink Packet Access.

IASInternational Accounting Standards.

IFRSInternational Financial Reporting Standards.

INTERCONNECTIONInterconnection refers to the joining of two or more networks. Networks

need to interconnect to enable traffic to be transmitted to and from

destinations. The amounts paid and received by the operators vary

according to distance, time, the direction of traffic, and the type of

networks involved.

INTEREST COVERInterest cover is calculated by dividing EBIT by the net interest charge

in the income statement. It is a measure of income gearing.

ISDN (INTEGRATED SERVICES DIGITAL NETWORK)ISDN is a data communications standard used to transmit digital

signals over ordinary copper telephone cables. This is one technology

for overcoming the “last mile” of copper cables from the local

exchange to the subscribers premises, which has proved a bottleneck

for Internet access, for example. ISDN allows to carry voice and data

simultaneously, in each of at least two channels capable of carrying

64 Kbps. It provides up to 128 Kbps and a total capacity of 144

Kbps exist.

ITU (INTERNATIONAL TELECOMMUNICATIONS UNION)ITU is the global technical standard-setting body for

telecommunications services.

Definitions continued




LAN (LOCAL AREA NETWORK)A LAN is a group of devices that communicate with each other within

a limited geographic area, such as an office.

LEASED LINEA leased line is a telecommunications transmission circuit that is

reserved by a communications provider for the private use of a

customer.

LIBORLondon Interbank Offer Rate.

LOCAL LOOPThe local loop is the final connection between the exchange and the

home or office. It is also known as the last mile.

MICROWAVEMicrowave is radio transmission using very short wavelengths.

MMS (MULTIMEDIA MESSAGING SERVICES)MMS is a service developed jointly together with 3GPP, allows users

to combine sounds with images and text when sending messages,

much like the text-only SMS.

MOBILE CHURNVodacom’s churn is calculated by dividing the average monthly number

of disconnections during the period by the average monthly total

reported customer base during the period.

MOBILE PENETRATIONVodacom calculates penetration, or teledensity, based on the total

number of customers at the end of the period per 100 persons in the

population of South Africa. Population is the estimated South African

population at the mid-year in the periods indicated as published by

Statistics South Africa, a South African Governmental department.

MOBILE TRAFFICVodacom’s traffic comprises total traffic registered on Vodacom’s

network, including bundled minutes, outgoing international roaming

calls and calls to free services, but excluding national and incoming

international roaming calls.

MOU (MOBILE MINUTES OF USE)Vodacom’s average monthly minutes of use per customer, or average

MOU, is calculated by dividing the average monthly minutes during

the period by the average monthly total reported customer base during

the period. MOU excludes calls to free services, bundled minutes and

data minutes.

NET DEBTNet debt is all interest-bearing debt finance (long-term and short-term)

less cash and marketable securities.

NET DEBT TO TOTAL EQUITYNet debt to total equity is a measure of book leverage (gearing): net

debt in the balance sheet divided by total equity (the sum of

shareholders’ funds plus minority interests).

NGN (NEXT GENERATION NETWORK)A Next Generation Network is a packet-based network able to

provide services including telecommunication services and able to

make use of multiple broadband, QoS-enabled transport technologies.

It offers unrestricted access by users to different service providers.

OPERATING FREE CASH FLOWOperating free cash flow is defined as cash flow from operating

activities, after interest and taxation, before dividends paid, less cash

flow from investing activities.

PACKET SWITCHINGPacket switching is designed specifically for data traffic, as it cuts the

information up into small packets, which are each sent across the

network separately and are then reassembled at the final destination.

This allows more users to share a given amount of bandwidth. X.25,

ATM and frame relay are all packet switching techniques.

POP (POINT OF PRESENCE)A POP is a service provider’s location for connecting to users.

Generally, POPs refer to the location where people can dial into the

provider’s computer. Most providers have several POPs to allow low-

cost local access via telephone lines.

PSTN (PUBLIC SWITCHED TELEPHONE NETWORK)The PSTN is a collection of interconnected voice telephone networks,

either for a given country or the whole world. It is the sum of the parts.

It was originally entirely analog, but now increasingly digital (indeedin many developed countries digitisation has reached 100%), thesenetworks can be either state-owned or commercially owned. PSTN isdistinct from closed private networks (although these may interconnectto the PSTN) and from public data networks (PDN).

REVENUE PER FIXED ACCESS LINERevenue per fixed access line is calculated by dividing total fixed-line

revenue during the period, excluding data and directories and other

revenue, by the average number of fixed access lines during the

period.

RICARegulation of Interception of Communication and Provision of

Communication- related Information Act.

ROA (RETURN ON ASSETS)Return on Assets is calculated by dividing net profit (annualised) by total

assets.




ROE (RETURN ON EQUITY)Return on Equity is calculated by dividing net income by the average

of the shareholders’ funds.

SDH (SYNCHRONOUS DIGITAL HIERARCHY)SDH is used in most modern systems, where multimedia can be

transmitted at high speeds. The networks are shaped in a ring, so that

if there is a problem, the traffic can be redirected in the other direction

and the caller will not detect the interruption.

SMS (SHORT MESSAGE SERVICE)SMS refers to short, usually text-based messages sent by or to a

wireless subscriber. They are not delivered to the recipient instantly and

have some degree of transmission time delay. SMS messages are

usually limited to total character lengths of 140 to 160 characters.

SWITCHA switch is a computer that acts as a conduit and director of traffic. It

is a means of sharing resources as a network.

TOTAL INTEREST-BEARING DEBTTotal interest-bearing debt is defined as short- and long-term interest-

bearing debt, including credit facilities, finance leases and other

financial liabilities.

UMTS (UNIVERSAL MOBILE TELECOMMUNICATIONSSYSTEM)UMTS is the Western European name for the 3G WCDMA standard

adopted as an evolutionary path by the GSM world. However, it

utilises the radio spectrum in a fundamentally different manner than

GSM. UMTS is based on DCMA technology and the GSM standard

is based on TDMA technology.

VOIP (VOICE OVER INTERNET PROTOCOL)Voice over Internet Protocol is a protocol enabling voice calls to be

made over the Internet. Rather than a dedicated circuit being set up

between the caller and receiver, as with ordinary phone calls, the

voice conversation is digitised and transmitted over Internet Protocol

using packet-switched data networks.

WAN (WIDE AREA NETWORK)A WAN comprises LANs in different geographic locations that are

connected, often over the public network.

WAP (WIRELESS APPLICATION PROTOCOL)WAP is an application environment designed to bridge the gap

between the mobile and Internet worlds. It is a set of communication

protocols for wireless devices designed to provide vendor-neutral and

technology- neutral access to the Internet and advanced

telecommunications services.

W-CDMA (WIDEBAND CODE DIVISION MULTIPLE ACCESS)W-CDMA is a 3G mobile network that supports services like high-

speed Internet access, video and high quality voice transmission.

WIMAXWiMAX is a standard for extending broadband wireless access to new

locations and over longer distances. The technology is expected to

enable multimedia applications with wireless connectivity and typically

with a range of up to 30 km. It is a standard for fixed wireless access

with substantially higher bandwidth capabilities than cellular networks.

The emergence of further enhancements to the standard will enable

nomadic data communications across an entire metropolitan area

network linking homes and businesses to the core telecommunications

network. WiMAX can be viewed as a technology complementing

existing ADSL broadband offerings.




Many of the statements included in this annual report, as well as oral

statements that may be made by us or by officers, directors or

employees acting on behalf of us, constitute or are based on forward

looking statements within the meaning of the U.S. Private Securities

Litigation Reform Act of 1995, specifically Section 27A of the U.S.

Securities Act of 1933, as amended, and Section 21E of the U.S.

Securities Exchange Act of 1934, as amended. All statements, other

than statements of historical facts, including, among others, statements

regarding our mobile and other strategies, future financial position and

plans, objectives, capital expenditures, projected costs and

anticipated cost savings and financing plans, as well as projected

levels of growth in the communications market, are forward looking

statements. Forward looking statements can generally be identified by

the use of terminology such as “may”, “will”, “should”, “expect”,

“envisage”, “intend”, “plan”, “project”, “estimate”, “anticipate”,

“believe”, “hope”, “can”, “is designed to” or similar phrases, although

the absence of such words does not necessarily mean that a statement

is not forward looking.

These forward looking statements involve a number of known and

unknown risks, uncertainties and other factors that could cause our

actual results and outcomes to be materially different from historical

results or from any future results expressed or implied by such forward

looking statements. Among the factors that could cause our actual

results or outcomes to differ materially from our expectations are those

risks identified in the Sustainability report – Enterprise Risk Management

– Risk factors, including, but not limited to, the effect of global

economic and financial conditions on us, any changes to our mobile

strategy and our inability to successfully implement such strategy and

organisational changes thereto, our ability to turn around Multi-Links’s

financial performance; increased competition in the South African

communications and data communications markets; our ability to

implement our strategy of transforming from basic voice and data

connectivity to fully converged solutions, developments in the regulatory

environment; continued mobile growth and reductions in Telkom’s net

interconnect margins; Telkom’s ability to expand its operations and

make investments and acquisitions in other African countries and the

general economic, political, social and legal conditions in South Africa

and in other countries where Telkom invests; our ability to improve and

maintain our management information and other systems; our ability to

attract and retain key personnel and partners; our ability to replace

revenue, profits and cash flows previously received from Vodacom with

revenue, profits and cash flows from our existing and new businesses;

our negative working capital; changes in technology and delays in the

implementation of new technologies; our ability to reduce theft,

vandalism, network and payphone fraud and lost revenue to non-

licensed operators; the amount of damages Telkom is ultimately

required to pay to Telcordia Technologies Incorporated; the outcome of

regulatory, legal and arbitration proceedings, including tariff

approvals, and the outcome of Telkom’s hearings before the

Competition Commission and others; any requirements that we

unbundle the local loop, our ability to negotiate favourable terms, rates

and conditions for the provision of interconnection services and

facilities leasing services or if ICASA finds that we have significant

market power or otherwise imposes unfavourable terms and conditions

on us; our ability to implement and recover the substantial capital and

operational costs associated with carrier preselection, number

portability and the monitoring, interception and customer registration

requirements contained in the South African Regulation of Interception

of Communications and Provisions of Communication-Related

Information Act and the impact of these requirements on our business;

Telkom’s ability to comply with the South African Public Finance

Management Act and South African Public Audit Act and the impact of

the Municipal Property Rates Act; fluctuations in the value of the Rand

and inflation rates; the impact of unemployment, poverty, crime, HIV

infection, labour laws and labour relations, exchange control

restrictions and power outages in South Africa; and other matters not

yet known to us or not currently considered material by us.

We caution you not to place undue reliance on these forward looking

statements. All written and oral forward looking statements attributable

to us, or persons acting on our behalf, are qualified in their entirety by

these cautionary statements. Moreover, unless we are required by law

to update these statements, we will not necessarily update any of these

statements after the date of this annual report, either to conform them

to actual results or to changes in our expectations.

Special note regarding forward-looking statements


Telkom SA Limited

(Incorporated in the Republic of South Africa)

(Registration number 1991/005476/06

(JSE and NYSE share code: TKG)

ISIN: ZAE000044897)

(Telkom or the Company)

Notice is hereby given that the seventeenth annual general meeting of members will be held on Wednesday 16 September 2009 in The Bill

Gallagher Room, Sandton Convention Centre, Maude Street, Sandton, South Africa at 10:00 to conduct the following business:

1. To receive and consider the annual financial statements for the year ended 31 March 2009.

2. To elect Mr DD Barber as a director who in terms of the articles of association retires by rotation. Being eligible, Mr Barber is available for

re-election. His profile may be found on page 29 of the annual report.

3. To re-appoint Ernst & Young Inc as auditors of the Company, to hold office until the conclusion of the next annual general meeting of the

Company and to note that the individual registered auditor who will undertake the audit during the financial year ending 31 March 2010

is Mr R Hillen.

SPECIAL BUSINESSTo consider and if deemed fit, pass the following special resolutions:

Special resolution number 1

It is resolved that the Company’s articles of association be and are hereby amended as follows –

1. In article 1.1.1.58 in line 4 the words “and the Company’s subsidiaries expressly include Vodacom and its subsidiaries” are deleted

2. Article 1.1.1.66 is deleted.

Reason for and effect of special resolution number 1:

The reason for and effect of special resolution number 1 is to clean up the Articles by deleting all references in the Articles that are no longer

applicable, namely references to Vodacom, as Vodacom is no longer an associate company of the Company.

Special resolution number 2

RESOLVED THAT the directors of the Company be and are hereby authorised to approve the purchase by the Company, or by any of its

subsidiaries, of the Company’s ordinary shares subject to the provisions of the Companies Act, 1973, as amended, and the Listings Requirements

of JSE Limited (JSE) provided that:

a) the general authority granted to the directors shall be valid only until the Company’s next annual general meeting and shall not extend beyond

15 (fifteen) months from the date of this resolution;

b) any general purchase by the Company and/or any of its subsidiaries of the Company’s ordinary shares in issue shall not in aggregate in

any one financial year exceed 20% (twenty percent) of the Company’s issued ordinary share capital at the time that the authority is granted;

c) no acquisition may be made at a price more than 10% (ten percent) above the weighted average of the market value of the ordinary share

for the 5 (five) business days immediately preceding the date of such acquisition;

d) the repurchase of the ordinary shares are effected through the order book operated by the JSE trading system and done without any prior

understanding or arrangement between the Company and the counter party (reported trades are prohibited);

e) the Company may only appoint one agent at any point in time to effect any repurchase(s) on the Company’s behalf;

f) the Company or its subsidiary may not repurchase ordinary shares during a prohibited period;

g) the general authority may be varied or revoked by special resolution of the members prior to the next annual general meeting of the Company;

and

Notice of annual general meeting




h) should the Company or any subsidiary cumulatively repurchase, redeem or cancel 3% (three percent) of the initial number of the Company’s

ordinary shares in terms of this general authority and for each 3% (three percent) in aggregate of the initial number of that class acquired

thereafter in terms of this general authority, and announcement shall be made in terms of the Listings Requirements of the JSE.”

Having considered the effect on the Company of the maximum repurchase under this general authority, the directors are of the opinion that:

• the Company and the Group will be able in the ordinary course of business to pay its debts for a period of 12 (twelve) months after the date

of this notice of annual general meeting;

• the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of 12 (twelve) months

after the date of this notice of annual general meeting which assets and liabilities have been valued in accordance with the accounting

policies used in the audited financial statements of the Group for the year ended March 31, 2009;

• the share capital and reserves of the Company and the Group will be adequate for the ordinary business purposes for a period of 12 (twelve)

months after the date of this notice of annual general meeting; and

• the working capital of the Company and Group are considered adequate for ordinary business purposes for a period of 12 (twelve) months

after the date of this notice of annual general meeting.

The Board will ensure that the Company’s sponsor provides the JSE with the necessary report on the adequacy of the working capital of the

Company and its subsidiaries in terms of the JSE Listings Requirements prior to the commencement of any share repurchase in terms of this special

resolution.

Reasons for and effect of special resolution number 2:

The reason for this special resolution is to grant the Company’s directors a renewable general authority or permit a subsidiary Company to acquire

ordinary shares of the Company. The effect of this special resolution is to confer a general authority on the directors of the Company to repurchase

ordinary shares of the Company which are in issue from time to time.

The Board has considered the impact of a repurchase of up to 20% (twenty percent) of the Company’s shares, being the maximum permissible

under a general authority in terms of the JSE Listings Requirements. Should the opportunity arise and should the directors deem it in all respects to

be advantageous to the Company to repurchase such shares, it is deemed appropriate that the directors be authorised to repurchase the

Company’s shares.

Additional disclosures required in terms of the JSE Listings Requirements

Directors and management – refer to pages 28 to 32 of the annual report.

Major shareholders – refer to page 3 of the annual report.

Directors’ interests in securities – refer to page 229 of the annual report.

Share capital of the Company – refer to page 196 of the annual report.

Directors’ responsibility statement

The directors, whose names appear on pages 28 and 29 of the annual report collectively and individually accept full responsibility for the accuracy

of the information pertaining to this special resolution and certify to the best of their knowledge and belief there are no facts that have been omitted

which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that this special

resolution contains all information required by the Listings Requirements of the JSE.

Litigation statement

The directors, whose names appear on pages 28 and 29 of the annual report , are not aware of any legal or arbitration proceedings, including

proceedings that are pending or threatened other than what has been disclosed on page 223, that may have or have had in the previous twelve

months a material effect on the Group’s financial position.

Material change

Other than the facts and developments reported on in the annual report which was posted to shareholders [with this notice/or similar wording],

there have been no material changes in the affairs or financial position of the Company and its subsidiaries since the date of signature of the

annual financial statements and the date of this notice.


VOTING AND PROXIESOrdinary shareholders are entitled to attend, speak and vote at the annual general meeting.

Ordinary shareholders may appoint a proxy to attend, speak and vote in their stead. A proxy need not be a shareholder of the Company.

Shareholders holding dematerialised shares, but not in their own name, must furnish their Central Securities Depositary Participant (CSDP) or broker

with their instructions for voting at the annual general meeting. If your CSDP or broker, as the case may be, does not obtain instructions from you,

it will be obliged to act in terms of your mandate furnished to it, or if the mandate is silent in this regard, complete the relevant form of proxy

attached.

Unless you advise your CSDP or broker, in terms of the agreement between you and your CSDP or broker by the cut off time stipulated therein,

that you wish to attend the annual general meeting or send a proxy to represent you at this annual general meeting, your CSDP or broker will

assume that you do not wish to attend the annual general meeting or send a proxy.

If you wish to attend the annual general meeting or send a proxy, you must request your CSDP or broker to issue the necessary letter of authority

to you. Shareholders holding dematerialised shares in their own name, or holding shares that are not dematerialised, and who are unable to

attend the annual general meeting and wish to be represented thereat, must complete the relevant form of proxy attached in accordance with the

instructions therein and lodge it with or mail it to the transfer secretaries.

Forms of proxy should be forwarded to reach the transfer secretaries, Computershare Investor Services (Pty) Ltd by no later than 10:00 on Tuesday

15 September 2009.

The completion of a form of proxy will not preclude a shareholder from attending the annual general meeting.

By order of the Board

Per: ML Lephadi

Group Secretary

10 July 2009


Notice of annual general meeting continued



Telkom SA Limited

(Incorporated in the Republic of South Africa)

(Registration number 1991/005476/06

(JSE and NYSE share code: TKG)

ISIN: ZAE000044897)

(Telkom or the Company)

(For completion by certificated shareholders and own-name dematerialised shareholders . Members entitled to attend and vote at the annual

general meeting may appoint one or more proxies to attend ,vote and speak at the annual general meeting in his stead.Such proxy/ies

need not be a member/s of Telkom.)

For use at the seventeenth annual general meeting of shareholders of Telkom to be held on Wednesday 16 September 2009 in The Bill Gallagher

Room, Sandton Convention Centre, Maude Street, Sandton, South Africa, South Africa at 10:00

I/We (name in BLOCK LETTERS)

Of (address in BLOCK LETTERS)

Being a member/members of the Company holding ordinary shares in the Company,

do hereby appoint:

of

or failing him/her

of

or

of

or failing him/her, the Chairman of the annual general meeting as my/our proxy to represent me/us at the annual general meeting to be held on

Wednesday 16 September 2009 at 10:00 or at any adjournment thereof, as follows:

For Against Abstain

1. To receive and adopt the annual financial statements for the year

ended 31 March 2009

2. To re-elect Mr DD Barber as a director in terms of the company’s articles of association

3. To re-appoint Ernst & Young Inc as auditors of the company, to hold office until the

conclusion of the next annual general meeting

4. Special resolution number 1

5. Special resolution number 2

and generally to act as my/our proxy at the said annual general meeting.

(Indicate with an “x” or the relevant number of shares, in the applicable space, how you wish your votes to be cast.)

Unless otherwise directed the proxy will vote as he/she thinks fit.

Signed at this day of 2009

Signature of member assisted by (where applicable)

Please read the notes on the reverse side hereof.

Form of proxy



1. A member entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend, vote and speak in his/her

stead at the annual general meeting. A proxy need not be a member of the Company.

2. A shareholder may insert the name of a proxy or the names of two alternative proxies of his/her choice in the space(s) provided, with or

without deleting “the Chairman of the annual general meeting”, but any such deletion or insertion must be initialled by the shareholder. Any

insertion or deletion not complying with the aforegoing will be declared not to have been validly effected. The person whose name stands

first on this form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose

names follow. In the event that no names are

3. A shareholder’s instructions to the proxy must be indicated by the insertion of an “X” or the relevant number of votes exercisable by that

shareholder in the appropriate box provided. An “X” in the appropriate box indicates the maximum number of votes exercisable by that

shareholder. Failure to comply with the above will be deemed to authorise the proxy to vote or abstain from voting at the annual general

meeting as he/she deems fit in respect of all the shareholder’s votes exercisable thereat. A shareholder or his/her proxy is not obliged to use

all the votes exercisable by the shareholder or by his/her proxy, but the total of the votes cast and in respect of which abstention is recorded,

may not exceed the maximum number of votes exercisable by the shareholder or by his/her proxy

4. To be effective, completed forms of proxy must be lodged with the company’s South African transfer secretaries, Computershare Investor

Services (Proprietary) Limited, no less than 24 hours before the time appointed for the holding of the annual general meeting, excluding

Saturdays, Sundays and public holidays. As the annual general meeting is to be held at 10:00 on Wednesday, 16 September 2009 forms

of proxy must be lodged no later than 10:00 on Tuesday, 15 September 2009.

5. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the annual general meeting and

speaking and voting in person thereat instead of any proxy appointed in terms hereof.

6. The Chairman of the annual general meeting may reject or accept any form of proxy which is not completed and/or received other than in

compliance with these notes.

7. Any alteration to this form, of proxy other than a deletion of alternatives, must be initialled by the signatory.

8. Documentary evidence establishing the authority of the person signing this form of proxy in a representative or other legal capacity must be

attached to this form of proxy unless previously recorded by the Company or the transfer secretaries or waived by the Chairman of the annual

general meeting.

9. Where there are joint holders of shares:

• any one holder may sign this form of proxy; and

• the vote of the senior shareholder (for that purpose, seniority will be determined by the order in which the names of the shareholders appear

in the Company’s register) who tenders a vote (whether in person or by proxy) will

10. This form of proxy is not for completion by those shareholders who have dematerialised their shares (other than those whose shareholding is

recorded in their own name in the sub-register maintained by their Central Securities Depository Participant (CSDP). Such shareholders should

provide their CSDP, broker or nominee with their voting instructions.

South African transfer secretaries

Computershare Investor Services (Proprietary) Limited

Ground Floor, 70 Marshall Street

Johannesburg, South Africa, 2001

(PO Box 61051, Marshalltown, 2107)

Notes


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