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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

   REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2022

OR

   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

   SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

For the transition period from                      to                     

Commission file number 001-10086

VODAFONE GROUP PUBLIC LIMITED COMPANY

(Exact name of Registrant as specified in its charter)

As above

(Translation of Registrant's name into English)

England

(Jurisdiction of incorporation or organization)

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England

(Address of principal executive offices)

Rosemary Martin (Group General Counsel and Company Secretary)

Telephone +44 (0) 1635 33251 email ir@vodafone.co.uk

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

    

Trading symbol (s)

    

Name of each exchange on which registered

Ordinary shares of 20 20/21 US cents each

VOD

  

NASDAQ Global Select Market*

American Depositary Shares (evidenced by American Depositary Receipts) each representing ten ordinary shares

VOD

  

NASDAQ Global Select Market

2.500% Notes due September 2022

VOD22

  

The NASDAQ Stock Market

2.950% Notes due February 2023

VOD23

  

The NASDAQ Stock Market

3.750% Notes due 16 January 2024

VOD24

The NASDAQ Stock Market

US$1,000,000,000 Floating Rate Notes due 16 January 2024

VOD24A

The NASDAQ Stock Market

4.125% Notes due 30 May 2025

VOD25

The NASDAQ Stock Market

4.375% Notes due 30 May 2028

VOD28

The NASDAQ Stock Market

6.250% Notes due February 2032

VOD32

  

The NASDAQ Stock Market

6.150% Notes due February 2037

VOD37

  

The NASDAQ Stock Market

5.000% Notes due 30 May 2038

VOD38

The NASDAQ Stock Market

4.375% Notes due February 2043

VOD43

  

The NASDAQ Stock Market

5.250% Notes due 30 May 2048

VOD48

The NASDAQ Stock Market

4.875% Notes due 19 June 2049

VOD49

The NASDAQ Stock Market

4.250% Notes due 17 September 2050

VOD50

The NASDAQ Stock Market

5.125% Notes due 19 June 2059

VOD59

The NASDAQ Stock Market

Capital Securities due April 2079

VOD79

The NASDAQ Stock Market

NC5.25 Capital Securities due 2081

VOD81A

The NASDAQ Stock Market

NC10 Capital Securities due 2081

VOD81B

The NASDAQ Stock Market

NC30 Capital Securities due 2081

VOD81C

The NASDAQ Stock Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.  

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary Shares of 20 20/21 US cents each:

28,817,627,868

7% Cumulative Fixed Rate Shares of £1 each:

50,000

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes No

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Emerging growth company 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP

International Financial Reporting Standards as issued
by the Internal Accounting Standards Board

Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No

Annual Report and Form 20-F Information 2022 incorporation by reference guide

Pursuant to Rule 12b-23(a) under the Securities Exchange Act of 1934, as amended, the information for the 2022 Form 20-F of Vodafone Group Plc (‘Vodafone’) set out below is being incorporated by reference from Vodafone’s ‘Annual Report and Form 20-F Information 2022’ included as exhibit 99.1 to this Form 20-F dated and submitted on June 16, 2022.

References below to major headings include all information under such major headings, including subheadings, unless such reference is a reference to a subheading, in which case, such reference includes only the information contained under such subheading.

The guide below contains a detailed description of where each item of Form 20-F has been incorporated by reference. References herein to Vodafone’s websites, including where a link is provided, are textual references only and information on or accessible through such websites does not form part of and is not incorporated into this Form 20-F dated June 16, 2022.

Item

    

Form 20-F caption

    

Location in the Annual Report and Form 20-F Information 2022

    

Page

1

Identity of Directors, senior management and advisers

Not applicable

2

Offer statistics and expected timetable

Not applicable

3

Key information

3B Capitalisation and indebtedness

Not applicable

3C Reasons for the offer and use of proceeds

Not applicable

3D Risk factors

Risk factors

59 to 64

4

Information on the Company

4A History and development of the Company

History and development

240

Contact details

Back cover

Shareholder information: Contact details for Equiniti and EQ Shareholder Services

234

Shareholder information: Articles of Association and applicable English law

235 to 236

Strategic review

16 to 20

Note 1 ‘Basis of preparation’

133 to 138

Note 2 ‘Revenue disaggregation and segmental analysis’

139 to 144

Note 7 ‘Discontinued operations and assets held for sale’

159

Note 11 ‘Property, plant and equipment’

163 to 164

Note 27 ‘Acquisitions and disposals’

199 to 200

Note 28 ‘Commitments’

200

Documents on display

237

4B Business overview

Our strategic framework

1

About Vodafone

2 to 3

Financial and non-financial performance

4 to 5

Chairman’s message

6

Chief Executive’s statement

7

Market and strategy

8 to 9

Mega trends

12 to 13

Strategic review

16 to 20

Our financial performance

24 to 33

Purpose, sustainability and responsible business

34 to 58

Note 2 ‘Revenue disaggregation and segmental analysis’

139 to 144

Regulation

240 to 248

4C Organisation structure

Note 31 ‘Related undertakings’

205 to 213

Note 12 ‘Investments in associates and joint arrangements’

165 to 170

Note 13 ‘Other investments’

171

4D Property, plant and equipment

Strategic review

16 to 20

Note 11 ‘Property, plant and equipment’

163 to 164

4A

Unresolved staff comments

None

Item

    

Form 20-F caption

    

Location in the Annual Report and Form 20-F Information 2022

    

Page

5

Operating and financial review and prospects

5A Operating results

Our financial performance

24 to 33

Cyber security

49 to 51

Note 21 ‘Borrowings’

180 to 181

Regulation

240 to 248

5B Liquidity and capital resources

Our financial performance: Cash flow and funding

31 to 33

Long-term viability statement

65

Directors’ statement of responsibility: Going concern

118

Note 19 ‘Cash and cash equivalents’

176

Note 21 ‘Borrowings’

180 to 181

Note 22 ‘Capital and financial risk management’

182 to 191

Note 28 ‘Commitments’

200

Note 29 ‘Contingent liabilities and legal proceedings’

200 to 203

5C Research and development,

Strategic review

16 to 20

patents and licences etc.

Note 10 ‘Intangible assets’

161 to 162

Regulation: Overview of spectrum licences

247

5D Trend information

Financial and non-financial performance

4 to 5

Mega trends

12 to 13

Long-term viability statement

65

5E Critical accounting estimates

Note 1 ‘Basis of preparation’

133 to 138

6

Directors, senior management and employees

6A Directors and senior management

Our Board

73 to 74

Our governance structure

75

Division of responsibilities

76

6B Compensation

Annual Report on Remuneration: 2022 Remuneration

99 to 109

Remuneration Policy

93 to 98

Note 23 ‘Directors and key management compensation’

191 to 192

6C Board practices

Shareholder information: Articles of Association and applicable English law

235 to 236

Remuneration Policy

93 to 98

Our Board

73 to 74

Nominations and Governance Committee

80 to 82

Audit and Risk Committee

83 to 88

ESG Committee

89 to 90

Remuneration Committee

91 to 92

Our governance structure

75

Division of responsibilities

76

6D Employees

Our people strategy

21 to 23

Note 24 ‘Employees’

192

6E Share ownership

Annual Report on Remuneration: 2022 Remuneration

99 to 109

Remuneration Policy

93 to 98

All-employee share plans

103

Note 26 ‘Share-based payments’

197 to 198

7

Major shareholders and related party transactions

7A Major shareholders

Shareholder information: Major shareholders

235

7B Related party transactions

Annual Report on Remuneration

99 to 109

Note 13 ‘Other investments’

171

Note 23 ‘Directors and key management compensation’

191 to 192

Note 29 ‘Contingent liabilities and legal proceedings’

200 to 203

Note 30 ‘Related party transactions’

204

7C Interests of experts and counsel

Not applicable

Item

    

Form 20-F caption

    

Location in the Annual Report and Form 20-F Information 2022

    

Page

8

Financial information

8A Consolidated statements and other

Consolidated financial statements

129 to 214

financial information

Report of independent registered public accounting firm

125 to 128

Note 29 ‘Contingent liabilities and legal proceedings’

200 to 203

Dividend rights

236

8B Significant changes

Not applicable

9

The offer and listing

9A Offer and listing details

Capital structure and rights attaching to shares

114

9B Plan of distribution

Not applicable

9C Markets

Capital structure and rights attaching to shares

114

9D Selling shareholders

Not applicable

9E Dilution

Not applicable

9F Expenses of the issue

Not applicable

10

Additional information

10A Share capital

Not applicable

10B Memorandum and Articles of Association

Shareholder information

235 to 237

Description of securities registered

Exhibit 2.7

10C Material contracts

Shareholder information: Material contracts

237

10D Exchange controls

Shareholder information: Exchange controls

237

10E Taxation

Shareholder information: Taxation

238 to 239

10F Dividends and paying agents

Not applicable

10G Statements by experts

Not applicable

10H Documents on display

Shareholder information: Documents on display

237

10I Subsidiary information

Note 31 ’Related undertakings’

205 to 213

11

Quantitative and qualitative disclosures about market risk

Note 22 ‘Capital and financial risk management’

182 to 191

12

Description of securities other than equity securities

12A Debt securities

Not applicable

12B Warrants and rights

Not applicable

12C Other securities

Not applicable

12D American depositary shares

Fees payable by ADR holders

Exhibit 2.6

13

Defaults, dividend arrearages and delinquencies

Not applicable

14

Material modifications to the rights of security holders and use of proceeds

Not applicable

15

Controls and procedures

Cyber security

49 to 51

Governance

68 to 115

Directors’ statement of responsibility: Management’s report on internal control over financial reporting

118

Report of independent registered public accounting firm

125 to 128

16

Reserved

16A Audit Committee financial expert

Audit and Risk Committee

83

16B Code of ethics

Our US listing requirements

113

16C Principal accountant fees and services

Note 3 ‘Operating profit’

145

Board Committees: Audit and Risk Committee – External audit

87

16D Exemptions from the listing standards for audit committees

Not applicable

16E Purchase of equity securities by the issuer and affiliated purchasers

Share buybacks

33

16F Change in registrant’s certifying accountant

Not applicable

16G Corporate governance

Our US listing requirements

113

16H Mine safety disclosure

Not applicable

17

Financial statements

Consolidated financial statements

129 to 214

18

Financial statements

Consolidated financial statements

129 to 214

Report of independent registered public accounting firm

125 to 128

19

Exhibits

Index of Exhibits

Table of contents

Reports of independent registered public accounting firm (PCAOB ID 01438)

    

Consolidated income statement

Consolidated statement of comprehensive income

Consolidated statement of financial position

Consolidated statement of changes in equity

Consolidated statement of cash flows

Notes to the consolidated financial statements

The reports of the independent registered public accounting firm and the consolidated financial statements have been extracted, without adjustment, from pages 125 to 214 of the ‘Annual Report and Form 20-F Information 2022’ filed as exhibit 99.1.

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Vodafone Group Plc

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Vodafone Group Plc (the Group) as of 31 March 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended 31 March 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group at 31 March 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended 31 March 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Group’s internal control over financial reporting as of 31 March 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (2013 framework) and our report dated 16 June 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-2

Carrying value of cash generating units, including goodwill

Description of the matter

    

As more fully described in Note 4 to the consolidated financial statements, in accordance with IAS 36 Impairment of Assets the Group calculates the value in use (‘VIU’) for cash generating units (‘CGUs’) to determine whether an adjustment to the carrying value of the CGU, and therefore, goodwill, is required. As of 31 March 2022, the Group has recorded €31,884 million of goodwill.

The Group’s assessment of the VIU of its CGUs involves estimation and judgement about the future performance of the local market businesses. In particular, the determination of the VIUs was sensitive to the significant assumptions of projected adjusted EBITDAaL growth, long-term growth rates and discount rates.

Auditing the Group’s annual impairment test was complex and involved significant auditor judgement, given the estimation uncertainty related to the significant assumptions described above and the sensitivity of certain VIU models to fluctuations in those assumptions, including where those CGUs had historical impairments, market specific events or other factors which resulted in low headroom.

How we addressed the matter in our audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Group’s goodwill impairment review process, including management’s controls over the significant assumptions described above.

For the annual impairment assessment as at 31 March 2022 we tested, with the help of a valuation specialist, the methodology applied in the VIU models, as compared to the requirements of IAS 36, including the mathematical accuracy of management’s VIU models. We performed procedures to test and assess the significant assumptions used in the VIU models, which included evaluating projected adjusted EBITDAaL growth, for example by comparing underlying assumptions to external data such as economic and industry forecasts for the relevant markets and for consistency with evidence obtained from other areas of our audit. We also compared CGU EBITDAaL multiples to market listed peers and considered independent analyst valuations for individual CGUs, where available. For each CGU, we compared the cash flow projections used in the VIU models to the information approved by the Group’s Board of Directors and evaluated the historical accuracy of management’s business plans, which underpin the VIU models, by comparing prior year forecasts to actual results in the current period. With the assistance of a valuation specialist, we compared long-term growth rates and discount rates against EY independently determined ranges and performed sensitivity analyses on the above-described assumptions in the VIU models, to evaluate the parameters that, should they arise, would cause an impairment of the CGU or would indicate additional disclosures were appropriate.

We also assessed the adequacy of the related disclosures provided in Note 4 of the consolidated financial statements, in particular the sensitivity disclosures in relation to reasonably possible changes in assumptions that could result in impairment.

F-3

Revenue Recognition

Description of the matter

    

As more fully described in Note 2, Note 14 and Note 15 to the consolidated financial statements, the Group reported revenue of €45,580 million, contract assets of €3,551 million and contract liabilities of €2,521 million for the year ended and at, 31 March 2022. Management records revenue according to the principles of IFRS 15, Revenue from Contracts with Customers, including following the 5-step model, as described in the accounting policy in Note 2 to the consolidated financial statements.

Auditing the revenue recorded by the Group is complex, due to the multiple IT systems and tools utilised in the initiation, processing and recording of transactions, which includes a high volume of individually low monetary value transactions, as well as the potential for significant postings outside of the aforementioned IT systems. Furthermore, judgement and the involvement of IT professionals was required to determine the audit approach to test and evaluate the relevant data that was captured and aggregated, and to assess the sufficiency of the audit evidence obtained.

How we addressed the matter in our audit

We, together with our IT professionals, obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Group’s revenue recognition process, including controls over the appropriate flow of transactional data through the IT systems and tools and the reconciliation of the transactional data to the accounting records.

In addition, our audit procedures included, on a sample basis, reperforming billing data to general ledger end-to-end reconciliations, which included assessing the accuracy of the data inputs to underlying source documentation, including contractual agreements, where relevant; testing the mathematical accuracy and completeness of the reconciliations and any material reconciling items, including significant revenue postings outside of the billing systems; and recalculating the revenue recognised to evaluate whether the processing of the revenue recognition by the Group’s IT systems and automated processes was in accordance with IFRS 15.

F-4

Recoverability of deferred tax assets in Luxembourg

Description of the matter

    

As more fully described in Note 6 to the consolidated financial statements, the Group recognises deferred tax assets in accordance with IAS 12, Income Taxes, based on their estimated recoverability and whether management judges that it is probable that there will be sufficient and suitable taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future.

Deferred tax assets in Luxembourg of €16,298 million have been recognised in respect of losses, as management concluded it is probable that the Luxembourg entities will continue to generate taxable profits in the future, against which they can utilise these assets. Management estimates that the losses will be utilised over a period of 45 - 48 years.

The Luxembourg companies’ income and therefore future taxable profits is derived from the Group’s internal financing and procurement and roaming activities. The forecast future finance income can vary based on forecast interest rates and intercompany debt levels, which in turn impacts the timeframe over which the deferred tax asset is forecast to be recovered. Furthermore, Luxembourg owns direct and indirect interests in the Group’s operating activities. The value of these investments is primarily based on the Group’s value in use calculations. Changes in the value for the purposes of local Luxembourg statutory financial statements can result in impairment reversals or charges, which are taxable or tax deductible, respectively, under local law.

Auditing the Group’s recognition and recoverability of deferred tax assets in Luxembourg involves judgements and estimation uncertainty in relation to the availability of future taxable profits, the application of relevant tax transfer pricing and other laws and the period of time over which these assets will be utilised.

How we addressed the matter in our audit

    

We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls around the recognition of deferred tax assets in Luxembourg, including the calculation of the gross amount of deferred tax assets recorded, the preparation of the prospective financial information used to determine the Luxembourg entities’ future taxable income, and management’s identification and use of available commercial strategies.

To test the realisability of the deferred tax assets in Luxembourg, with the support of tax professionals, our audit procedures included, among others, assessing the existence of available losses, including the impact of current year taxable profits resulting from procurement, roaming and finance income and from the reversal of previously recognised impairments within the local statutory financial statements. Our procedures also included evaluating management’s position on the recoverability of the losses with respect to local tax law and tax planning strategies adopted, testing the calculation of the reversal of previous impairments by, among other procedures, agreeing the value in use calculations to our audit work performed on ‘Carrying value of cash generating units, including goodwill’ and assessing the Luxembourg ownership structure.

We tested the reasonableness of the forecasted procurement and roaming taxable profits utilised in management’s realisability assessment, by comparing to historical actual profits and with evidence obtained from other areas of our audit. To evaluate the forecast finance income, our procedures included, on a sample basis, recalculating finance income with reference to underlying agreements, comparing future interest rates utilised in the forecasts to relevant external benchmarks and the assumed reductions in intergroup debt for consistency with our understanding of relevant guidance in respect of transfer pricing of financial transactions.

We assessed whether evidence exists that is contrary to management’s stated intention that the financing structures will remain in place or that indicates it is not probable that sufficient future taxable profits will exist.

We also assessed the adequacy of the disclosures in Note 6 of the consolidated financial statements, in respect of the Luxembourg deferred tax assets, against the requirements of IAS 12.

/s/ Ernst & Young LLP

We have served as the Group’s auditor since 2019.

London, United Kingdom

16 June 2022

F-5

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Vodafone Group Plc

Opinion on Internal Control Over Financial Reporting

We have audited Vodafone Group Plcs (the Group) internal control over financial reporting as of 31 March 2022, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Vodafone Group Plc maintained, in all material respects, effective internal control over financial reporting as of 31 March 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Group as of 31 March 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended 31 March 2022, and the related notes and our report dated 16 June 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Groups management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in Managements report on Internal control over financial reporting on page 118. Our responsibility is to express an opinion on the Groups internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

London, United Kingdom

16 June 2022

F-6

    

Consolidated income statement

for the years ended 31 March

2022

2021

2020

Note

€m

€m

€m

Revenue

 

2

 

45,580

 

43,809

44,974

Cost of sales

 

  

 

(30,574)

 

(30,086)

(30,682)

Gross profit

 

  

 

15,006

 

13,723

14,292

Selling and distribution expenses

 

  

 

(3,358)

 

(3,522)

(3,814)

Administrative expenses

 

  

 

(5,713)

 

(5,350)

(5,810)

Net credit losses on financial assets

22

(561)

(664)

(660)

Share of results of equity accounted associates and joint ventures

 

12

 

211

 

342

(2,505)

Impairment loss

 

4

 

 

(1,685)

Other income

 

3

 

79

 

568

4,281

Operating profit

 

3

 

5,664

 

5,097

4,099

Non-operating expense

 

  

 

 

(3)

Investment income

 

5

 

254

 

330

248

Financing costs

 

5

 

(1,964)

 

(1,027)

(3,549)

Profit before taxation

 

  

 

3,954

 

4,400

795

Income tax expense

 

6

 

(1,330)

 

(3,864)

(1,250)

Profit/(loss) for the financial year

 

  

 

2,624

 

536

(455)

Attributable to:

 

  

 

 

– Owners of the parent

 

  

 

2,088

 

112

(920)

– Non-controlling interests

 

  

 

536

 

424

465

Profit/(loss) for the financial year

 

  

 

2,624

 

536

(455)

Earnings/(loss) per share

 

  

 

 

From continuing operations

 

  

 

 

– Basic

 

8

 

7.20

c

 

0.38

c

(3.13)

c

– Diluted

 

8

 

7.17

c

 

0.38

c

(3.13)

c

Total Group

 

  

 

 

– Basic

 

8

 

7.20

c

 

0.38

c

(3.13)

c

– Diluted

 

8

 

7.17

c

 

0.38

c

(3.13)

c

Consolidated statement of comprehensive income

for the years ended 31 March

2022

2021

2020

Note

€m

€m

€m

Profit/(loss) for the financial year

 

  

 

2,624

 

536

 

(455)

Other comprehensive income/(expense):

 

  

 

 

 

  

Items that may be reclassified to the income statement in subsequent years:

 

  

 

 

 

  

Foreign exchange translation differences, net of tax

 

  

 

(25)

 

133

 

(982)

Foreign exchange translation differences transferred to the income statement

 

  

 

19

 

(17)

 

(36)

Other, net of tax1

 

  

 

1,863

 

(3,743)

 

3,066

Total items that may be reclassified to the income statement in subsequent years

 

  

 

1,857

 

(3,627)

 

2,048

Items that will not be reclassified to the income statement in subsequent years:

 

  

 

 

 

Net actuarial gains/(losses) on defined benefit pension schemes, net of tax

 

25

 

483

 

(555)

 

526

Total items that will not be reclassified to the income statement in subsequent years

 

  

 

483

 

(555)

 

526

Other comprehensive income/(expense)

 

  

 

2,340

 

(4,182)

 

2,574

Total comprehensive income/(expense) for the financial year

 

  

 

4,964

 

(3,646)

 

2,119

Attributable to:

 

  

 

 

 

  

– Owners of the parent

 

  

 

4,402

 

(4,069)

 

1,696

– Non-controlling interests

 

  

 

562

 

423

 

423

 

  

 

4,964

 

(3,646)

 

2,119

Note:

1Principally includes the impact of the Group’s cash flow hedges deferred to other comprehensive income during the year.

Further details on items in the consolidated statement of comprehensive income can be found in the consolidated statement of changes in equity on page 131.

Consolidated statement of financial position

at 31 March

31 March 2022

31 March 2021

    

Note

    

€m

    

€m

Non-current assets

 

  

 

  

 

  

Goodwill

 

10

 

31,884

 

31,731

Other intangible assets

 

10

 

21,360

 

21,818

Property, plant and equipment

 

11

 

40,804

 

41,243

Investments in associates and joint ventures

 

12

 

4,268

 

4,670

Other investments

 

13

 

1,073

 

925

Deferred tax assets

 

6

 

19,089

 

21,569

Post employment benefits

 

25

 

555

 

60

Trade and other receivables

 

14

 

6,383

 

4,777

 

  

 

125,416

 

126,793

Current assets

 

  

 

 

Inventory

 

 

836

 

676

Taxation recoverable

 

  

 

296

 

434

Trade and other receivables

 

14

 

11,019

 

10,923

Other investments

 

13

 

7,931

 

9,159

Cash and cash equivalents

 

19

 

7,496

 

5,821

 

  

 

27,578

 

27,013

Assets held for sale

 

7

 

959

 

1,257

Total assets

 

  

 

153,953

 

155,063

Equity

 

  

 

 

Called up share capital

 

17

 

4,797

 

4,797

Additional paid-in capital

 

  

 

149,018

 

150,812

Treasury shares

 

  

 

(7,278)

 

(6,172)

Accumulated losses

 

  

 

(122,118)

 

(121,587)

Accumulated other comprehensive income

 

  

 

30,268

 

27,954

Total attributable to owners of the parent

 

  

 

54,687

 

55,804

Non-controlling interests

 

  

 

2,290

 

2,012

Total equity

 

  

 

56,977

 

57,816

 

Non-current liabilities

 

  

 

 

Borrowings

 

21

 

58,131

 

59,272

Deferred tax liabilities

 

6

 

520

 

2,095

Post employment benefits

 

25

 

281

 

513

Provisions

 

16

 

1,881

 

1,747

Trade and other payables

 

15

 

2,516

 

4,909

 

  

 

63,329

 

68,536

Current liabilities

 

  

 

 

Borrowings

 

21

 

11,961

 

8,488

Financial liabilities under put option arrangements

22

494

492

Taxation liabilities

 

  

 

864

 

769

Provisions

 

16

 

667

 

892

Trade and other payables

 

15

 

19,661

 

18,070

 

  

 

33,647

 

28,711

Total equity and liabilities

 

  

 

153,953

 

155,063

The consolidated financial statements on pages 129 to 214 were approved by the Board of Directors and authorised for issue on 16 June 2022 and were signed on its behalf by:

/s/ Nick Read

/s/ Margherita Della Valle

Nick Read

Margherita Della Valle

Chief Executive

Chief Financial Officer

Consolidated statement of changes in equity

for the years ended 31 March

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

Additional

Accumulated other comprehensive income

Equity

Non-

Share

paid-in

Treasury

Accumulated

Currency

Pensions

Revaluation

attributable

controlling

Total

capital1

capital2

shares

losses

reserve3

reserve

surplus4

Other5

to owners

interests

equity

€m

€m

€m

€m

€m

€m

€m

€m

€m

€m

€m

1 April 2019

 

4,796

 

152,503

 

(7,875)

 

(116,986)

 

29,284

 

(1,205)

 

1,227

 

213

 

61,957

 

1,231

 

63,188

Issue or reissue of shares

 

1

 

1

 

73

 

(68)

 

 

 

 

 

7

 

 

7

Share-based payments

 

 

125

 

 

 

 

 

 

 

125

 

11

 

136

Transactions with NCI in subsidiaries

 

 

 

 

(58)

 

 

 

 

 

(58)

 

(102)

 

(160)

Dividends

 

 

 

 

(2,317)

 

 

 

 

 

(2,317)

 

(348)

 

(2,665)

Comprehensive (expense)/income

 

 

 

 

(920)

 

(976)

 

526

 

 

3,066

 

1,696

 

423

 

2,119

(Loss)/profit

 

 

 

 

(920)

 

 

 

 

 

(920)

 

465

 

(455)

OCI - before tax

(951)

640

3,771

3,460

(46)

3,414

OCI – taxes

 

 

 

 

 

19

 

(114)

 

 

(705)

 

(800)

 

(4)

 

(804)

Transfer to the income statement

 

 

 

 

 

(44)

 

 

 

 

(44)

 

8

 

(36)

31 March 2020

 

4,797

 

152,629

 

(7,802)

 

(120,349)

 

28,308

 

(679)

 

1,227

 

3,279

 

61,410

 

1,215

 

62,625

Issue or reissue of shares6

 

 

(1,943)

 

2,033

 

(87)

 

 

 

 

 

3

 

 

3

Share-based payments

 

 

126

 

 

 

 

 

 

 

126

 

10

 

136

Transactions with NCI in subsidiaries7

 

 

 

 

1,149

 

 

 

 

 

1,149

 

748

 

1,897

Dividends

 

 

 

 

(2,412)

 

 

 

 

 

(2,412)

 

(384)

 

(2,796)

Comprehensive income/(expense)

 

 

 

 

112

 

117

 

(555)

 

 

(3,743)

 

(4,069)

 

423

 

(3,646)

Profit

 

 

 

 

112

 

 

 

 

 

112

 

424

 

536

OCI – before tax

 

 

 

 

 

124

 

(686)

 

 

(4,630)

 

(5,192)

 

 

(5,192)

OCI – taxes

 

 

 

 

 

6

 

131

 

 

887

 

1,024

 

3

 

1,027

Transfer to the income statement

 

 

 

 

 

(13)

 

 

 

 

(13)

 

(4)

 

(17)

Purchase of treasury shares8

 

 

 

(403)

(403)

(403)

31 March 2021

 

4,797

 

150,812

 

(6,172)

 

(121,587)

 

28,425

 

(1,234)

 

1,227

 

(464)

 

55,804

 

2,012

 

57,816

Issue or reissue of shares6

 

 

(1,902)

 

2,000

 

(98)

 

 

 

 

 

 

 

Share-based payments

 

 

108

 

 

 

 

 

 

 

108

 

11

 

119

Transactions with NCI in subsidiaries7

 

 

 

 

(38)

 

 

 

 

 

(38)

 

237

 

199

Dividends

(2,483)

(2,483)

(532)

(3,015)

Comprehensive income/(expense)

 

 

 

 

2,088

 

(32)

 

483

 

 

1,863

 

4,402

 

562

 

4,964

Profit

2,088

 

 

 

 

2,088

536

2,624

OCI - before tax

 

 

 

 

 

(51)

 

627

 

 

2,368

 

2,944

 

26

 

2,970

OCI - taxes

 

 

 

 

 

 

(144)

 

 

(505)

 

(649)

 

 

(649)

Transfer to the income statement

 

 

 

 

 

19

 

 

 

 

19

 

 

19

Purchase of treasury shares8

 

 

 

(3,106)

 

 

 

 

 

 

(3,106)

 

 

(3,106)

31 March 2022

 

4,797

 

149,018

 

(7,278)

 

(122,118)

 

28,393

 

(751)

 

1,227

 

1,399

 

54,687

 

2,290

 

56,977

Notes:

1See note 17 ‘Called up share capital’.
2Includes share premium, capital reserve, capital redemption reserve, merger reserve and share-based payment reserve. The merger reserve was derived from acquisitions made prior to 31 March 2004 and subsequently allocated to additional paid-in capital on adoption of IFRS.
3The currency reserve is used to record cumulative translation differences on the assets and liabilities of foreign operations. The cumulative translation differences are recycled to the income statement on disposal of the foreign operation.
4The revaluation surplus derives from acquisitions of subsidiaries made before the Group’s adoption of IFRS 3 (Revised) on 1 April 2010 and comprises the amounts arising from recognising the Group’s pre-existing equity interest in the acquired subsidiary at fair value.
5Principally includes the impact of the Group’s cash flow hedges with €3,704 million net gain deferred to other comprehensive income during the year (2021: €5,892 million net loss; 2020: €4,113 million net gain) and €1,422 million net gain (2021: €1,226 million net loss; 2020: €408 million net gain) recycled to the income statement. These hedges primarily relate to foreign exchange exposure on fixed borrowings, with any foreign exchange on nominal balances directly impacting income statement in each period but interest cash flows unwinding to the income statement over the life of the hedges (up to 2059). See note 22 ‘Capital and financial risk management’ for further details.
6Movements include the re-issue of 1,427 million shares (€1,944 million) in March 2021 to satisfy the first tranche and the re-issue of 1,519 million shares (€1,903 million) in March 2022 to satisfy the second tranche of the Mandatory Convertible Bond issued in March 2019.
7Principally relates to the IPO of Vantage Towers A.G. See note 27 ‘Acquisitions and disposals’ for details.
8Represents the irrevocable and non-discretionary share buyback programmes announced on 19 March 2021, 19 May 2021, 23 July 2021, 17 November 2021 and 9 March 2022.

Consolidated statement of cash flows

for the years ended 31 March

2022

2021

2020

Note

€m

€m

€m

Inflow from operating activities

 

18

 

18,081

 

17,215

 

17,379

Cash flows from investing activities

 

  

 

 

 

Purchase of interests in subsidiaries, net of cash acquired

 

27

 

 

(136)

 

(10,295)

Purchase of interests in associates and joint ventures

 

12

 

(445)

 

(13)

 

(1,424)

Purchase of intangible assets

 

 

(3,262)

 

(3,227)

 

(2,423)

Purchase of property, plant and equipment

 

 

(5,798)

 

(5,413)

 

(5,182)

Purchase of investments

 

 

(2,009)

 

(3,726)

 

(1,832)

Disposal of interests in subsidiaries, net of cash disposed

 

27

 

 

157

 

4,427

Disposal of interests in associates and joint ventures

 

  

 

446

 

420

 

Disposal of property, plant and equipment and intangible assets

 

 

33

 

43

 

61

Disposal of investments

 

  

 

3,282

 

1,704

 

7,792

Dividends received from associates and joint ventures

 

  

 

638

 

628

 

417

Interest received

 

  

 

247

 

301

 

371

Outflow from investing activities

 

  

 

(6,868)

 

(9,262)

 

(8,088)

Cash flows from financing activities

 

  

 

 

 

Proceeds from issue of long-term borrowings

 

  

 

2,548

 

4,359

 

9,933

Repayment of borrowings

 

  

 

(8,248)

 

(12,237)

 

(16,028)

Net movement in short-term borrowings

 

  

 

3,002

 

(2,791)

 

2,488

Net movement in derivatives

(293)

279

98

Interest paid1

(1,804)

(2,152)

(2,284)

Payments for settlement of written put options2

(1,482)

Purchase of treasury shares

(2,087)

(62)

(821)

Issue of ordinary share capital and reissue of treasury shares

 

17

 

 

5

 

7

Equity dividends paid

 

9

 

(2,474)

 

(2,427)

 

(2,296)

Dividends paid to non-controlling shareholders in subsidiaries

 

  

 

(539)

 

(391)

 

(348)

Other transactions with non-controlling shareholders in subsidiaries

 

27

 

189

 

1,663

 

(160)

Other movements with associates and joint ventures

 

  

 

 

40

 

59

Outflow from financing activities

 

  

 

(9,706)

 

(15,196)

 

(9,352)

Net cash inflow/(outflow)

 

  

 

1,507

 

(7,243)

 

(61)

Cash and cash equivalents at beginning of the financial year

 

19

 

5,790

 

13,288

 

13,605

Exchange gain/(loss) on cash and cash equivalents

 

  

 

74

 

(255)

 

(256)

Cash and cash equivalents at end of the financial year

 

19

 

7,371

 

5,790

 

13,288

Notes:

1Amount for 2022 includes €58 million (2021: €9 million inflow; 2020: €273 million outflow) of cash inflow on derivative financial instruments for the share buyback related to maturing tranches of mandatory convertible bonds.
2Amount for 2021 reflects the settlement of a tender offer made to other shareholders of Kabel Deutschland Holding A.G.

Notes to the consolidated financial statements

1. Basis of preparation

This section describes the critical accounting judgements and estimates that management has identified as having a potentially material impact on the Group’s consolidated financial statements and sets out our significant accounting policies that relate to the financial statements as a whole. Where an accounting policy is generally applicable to a specific note to the financial statements, the policy is described within that note. We have also detailed below the new accounting pronouncements that we will adopt in future years and our current view of the impact they will have on our financial reporting.

The consolidated financial statements are prepared in accordance with UK-adopted International Accounting Standards (‘IAS’), with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’) and with the requirements of the Companies Act 2006 (the ‘Act’). The consolidated financial statements are prepared on a going concern basis (see page 118).

Vodafone Group Plc is incorporated and domiciled in England and Wales (registration number 1833679). The registered address of the Company is Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.

IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Group’s circumstances. These have been applied consistently to all the years presented, unless otherwise stated. In determining and applying accounting policies, Directors and management are required to make judgements and estimates in respect of items where the choice of specific policy, accounting judgement, estimate or assumption to be followed could materially affect the Group’s reported financial position, results or cash flows and disclosure of contingent assets or liabilities during the reporting period; it may later be determined that a different choice may have been more appropriate.

The Group’s critical accounting judgements and key sources of estimation uncertainty are detailed below. Actual outcomes could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period; they are recognised in the period of the revision and future periods if the revision affects both current and future periods.

Management regularly reviews, and revises as necessary, the accounting judgements that significantly impact the amounts recognised in the financial statements and the estimates that are considered to be ‘critical estimates’ due to their potential to give rise to material adjustments in the Group’s financial statements in the year to 31 March 2023. As at 31 March 2022, management has identified critical judgements in respect of revenue recognition, lease accounting, valuing assets and liabilities acquired in business combinations, the accounting for tax disputes in India, the classification of joint arrangements, whether to recognise provisions or to disclose contingent liabilities and the impacts of climate change. In addition, management has identified critical accounting estimates in relation to the recovery of deferred tax assets, post employment benefits and impairment reviews; estimates have also been identified that are not considered to be critical in respect of the allocation of revenue to goods and services, the useful economic lives of finite lived intangibles and property, plant and equipment.

The majority of the Group’s provisions are either long-term in nature (such as asset retirement obligations) or relate to shorter-term liabilities (such as those relating to restructuring and property) where there is not considered to be a significant risk of material adjustment in the next financial year. Critical judgements exercised in respect of tax disputes in India, include the cases relating to our acquisition of Hutchison Essar Limited (Vodafone India).

These critical accounting judgements, estimates and related disclosures have been discussed with the Group’s Audit and Risk Committee.

Critical accounting judgements and key sources of estimation uncertainty

Revenue recognition

Revenue recognition under IFRS 15 necessitates the collation and processing of very large amounts of data and the use of management judgements and estimates to produce financial information. The most significant accounting judgements and source of estimation uncertainty are disclosed below.

Notes to the consolidated financial statements (continued)

Gross versus net presentation

If the Group has control of goods or services when they are delivered to a customer, then the Group is the principal in the sale to the customer; otherwise the Group is acting as an agent. Whether the Group is considered to be the principal or an agent in the transaction depends on analysis by management of both the legal form and substance of the agreement between the Group and its business partners; such judgements impact the amount of reported revenue and operating expenses (see note 2 ‘Revenue disaggregation and segmental analysis’) but do not impact reported assets, liabilities or cash flows. Scenarios requiring judgement to determine whether the Group is a principal or an agent include, for example, those where the Group delivers third-party branded software or services (such as premium music, TV content or cloud-based services) to customers and good or services delivered to customers in partnership with a third-party.

Allocation of revenue to goods and services provided to customers

Revenue is recognised when goods and services are delivered to customers (see note 2 ‘Revenue disaggregation and segmental analysis’). Goods and services may be delivered to a customer at different times under the same contract, hence it is necessary to allocate the amount payable by the customer between goods and services on a ‘relative standalone selling price basis’; this requires the identification of performance obligations (‘obligations’) and the determination of standalone selling prices for the identified obligations. The determination of obligations is, for the primary goods and services sold by the Group, not considered to be a critical accounting judgement; the Group’s policy on identifying obligations is disclosed in note 2 ‘Revenue disaggregation and segmental analysis’. The determination of standalone selling prices for identified obligations is discussed below.

It is necessary to estimate the standalone price when the Group does not sell equivalent goods or services in similar circumstances on a standalone basis. When estimating the standalone price the Group maximises the use of external inputs; methods for estimating standalone prices include determining the standalone price of similar goods and services sold by the Group, observing the standalone prices for similar goods and services when sold by third parties or using a cost-plus reasonable margin approach (which is sometimes the case for devices and other equipment). Where it is not possible to reliably estimate standalone prices due to a lack of observable standalone sales or highly variable pricing, which is sometimes the case for services, the standalone price of an obligation may be determined as the transaction price less the standalone prices of other obligations in the contract. The standalone price determined for obligations materially impacts the allocation of revenue between obligations and impacts the timing of revenue when obligations are provided to customers at different times – for example, the allocation of revenue between devices, which are usually delivered up-front, and services which are typically delivered over the contract period. However, there is not considered to be a significant risk of material adjustment to the carrying value of contract-related assets or liabilities in the 12 months after the balance sheet date if these estimates were revised.

Lease accounting

Lease accounting under IFRS 16 is complex and necessitates the collation and processing of very large amounts of data and the increased use of management judgements and estimates to produce financial information. The most significant accounting judgements are disclosed below.

Lease identification

Whether the arrangement is considered a lease or a service contract depends on the analysis by management of both the legal form and substance of the arrangement between the Group and the counter-party to determine if control of an identified asset has been passed between the parties; if not, the arrangement is a service arrangement. Control exists if the Group obtains substantially all of the economic benefit from the use of the asset, and has the ability to direct its use, for a period of time. An identified asset exists where an agreement explicitly or implicitly identifies an asset or a physically distinct portion of an asset which the lessor has no substantive right to substitute.

The scenarios requiring the greatest judgement include those where the arrangement is for the use of fibre or other fixed telecommunication lines. Generally, where the Group has exclusive use of a physical line it is determined that the Group can also direct the use of the line and therefore leases will be recognised. Where the Group provides access to fibre or other fixed telecommunication lines to another operator on a wholesale basis the arrangement will generally be identified as a lease, whereas when the Group provides fixed line services to an end-user, generally control over such lines is not passed to the end-user and a lease is not identified.

The impact of determining whether an agreement is a lease or a service depends on whether the Group is a potential lessee or lessor in the arrangement and, where the Group is a lessor, whether the arrangement is classified as an operating or finance lease. The impacts for each scenario are described below where the Group is potentially:

-

A lessee. The judgement impacts the nature and timing of both costs and reported assets and liabilities. A lease results in an asset and a liability being reported and depreciation and interest being recognised; the interest charge will decrease over the

Notes to the consolidated financial statements (continued)

life of the lease. A service contract results in operating expenses being recognised evenly over the life of the contract and no assets or liabilities being recorded (other than trade payables, prepayments and accruals).

-

An operating lessor. The judgement impacts the nature of income recognised. An operating lease results in lease income being recognised whilst a service contract results in service revenue. Both are recognised evenly over the life of the contract.

-

A finance lessor. The judgement impacts the nature and timing of both income and reported assets. A finance lease results in the lease income being recognised at commencement of the lease and an asset (the net investment in the lease) being recorded.

Lease term

Where leases include additional optional periods after an initial lease term, significant judgement is required in determining whether these optional periods should be included when determining the lease term. The impact of this judgement is significantly greater where the Group is a lessee. As a lessee, optional periods are included in the lease term if the Group is reasonably certain it will exercise an extension option or will not exercise a termination option; this depends on an analysis by management of all relevant facts and circumstances including the leased asset's nature and purpose, the economic and practical potential for replacing the asset and any plans that the Group has in place for the future use of the asset. Where a leased asset is highly customised (either when initially provided or as a result of leasehold improvements) or it is impractical or uneconomic to replace then the Group is more likely to judge that lease extension options are reasonably certain to be exercised. The value of the right-of-use asset and lease liability will be greater when extension options are included in the lease term. The normal approach adopted for lease term by asset class is described below.

The lease terms can vary significantly by type and use of asset and geography. In addition, the exact lease term is subject to the non-cancellable period and rights and options in each contract. Generally, lease terms are judged to be the longer of the minimum lease term and:

-

Between 5 and 10 years for land and buildings (excluding retail), with terms at the top end of this range if the lease relates to assets that are considered to be difficult to exit sooner for economic, practical or reputational reasons;

-

To the next contractual lease break date for retail premises (excluding breaks within the next 12 months);

-

Where leases are used to provide internal connectivity the lease term for the connectivity is aligned to the lease term or useful economic life of the assets connected;

-

The customer service agreement length for leases of local loop connections or other assets required to provide fixed line services to individual customers; and

-

Where there are contractual agreements to provide services using leased assets, the lease term for these assets is generally set in accordance with the above principles or for the lease term required to provide the services for the agreed service period, if longer.

In most instances the Group has options to renew or extend leases for additional periods after the end of the lease term which are assessed using the criteria above.

Lease terms are reassessed if a significant event or change in circumstances occurs relating to the leased assets that is within the control of the Group; such changes usually relate to commercial agreements entered into by the Group, or business decisions made by the Group. Where such changes change the Group’s assessment of whether it is reasonably certain to exercise options to extend, or not terminate leases, then the lease term is reassessed and the lease liability is remeasured, which in most cases will increase the lease liability.

Taxation

The Group’s tax charge on ordinary activities is the sum of the total current and deferred tax charges. The calculation of the Group’s total tax charge involves estimation and judgement in respect of certain matters, being principally:

Recognition of deferred tax assets

Significant items on which the Group has exercised accounting estimation and judgement include the recognition of deferred tax assets in respect of losses in Luxembourg, Germany, Italy and Spain as well as capital allowances in the United Kingdom. The recognition of deferred tax assets, particularly in respect of tax losses, is based upon whether management judge that it is probable that there will be sufficient and suitable taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future. The Group assesses the availability of future taxable profits using the same undiscounted five year forecasts for the Group’s operations as are used in the Group’s value in use calculations (see note 4 ‘Impairment losses’).

Notes to the consolidated financial statements (continued)

In the case of Luxembourg, this includes forecasts of future income from the Group's internal financing, centralised procurement and roaming activities.

Where tax losses are forecast to be recovered beyond the five year period, the availability of taxable profits is assessed using the cash flows and long-term growth rates used for the value in use calculations.

The estimated cash flows inherent in these forecasts include the unsystematic risks of operating in the telecommunications business including the potential impacts of changes in the market structure, trends in customer pricing, the costs associated with the acquisition and retention of customers, future technological evolutions and potential regulatory changes, such as our ability to acquire and/or renew spectrum licences.

Changes in the estimates which underpin the Group’s forecasts could have an impact on the amount of future taxable profits and could have a significant impact on the period over which the deferred tax asset would be recovered.

The Group only considers substantively enacted tax laws when assessing the amount and availability of tax losses to offset against the future taxable profits. See note 6 ‘Taxation’ to the consolidated financial statements.

See additional commentary relating to climate change on page 158.

Uncertain tax positions

The tax impact of a transaction or item can be uncertain until a conclusion is reached with the relevant tax authority or through a legal process. The Group uses in-house tax experts when assessing uncertain tax positions and seeks the advice of external professional advisors where appropriate. The most significant judgement in this area relates to the Group’s tax disputes in India, including the cases relating to the Group’s acquisition of Hutchison Essar Limited (Vodafone India). Further details of the tax disputes in India are included in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.

Business combinations and goodwill

When the Group completes a business combination, the fair values of the identifiable assets and liabilities acquired, including intangible assets, are recognised. The determination of the fair values of acquired assets and liabilities is based, to a considerable extent, on management's judgement. If the purchase consideration exceeds the fair value of the net assets acquired then the incremental amount paid is recognised as goodwill. If the purchase price consideration is lower than the fair value of the assets acquired then the difference is recorded as a gain in the income statement.

Allocation of the purchase price between finite lived assets (discussed below) and indefinite lived assets such as goodwill affects the subsequent results of the Group as finite lived intangible assets are amortised, whereas indefinite lived intangible assets, including goodwill, are not amortised.

See note 27 ‘Acquisitions and disposals’ to the consolidated financial statements for further details.

Joint arrangements

The Group participates in a number of joint arrangements where control of the arrangement is shared with one or more other parties. Judgement is required to classify joint arrangements in a separate legal entity as either a joint operation or as a joint venture, which depends on management’s assessment of the legal form and substance of the arrangement taking into account relevant facts and circumstances such as whether the owners have rights to substantially all the economic outputs and, in substance, settle the liabilities of the entity.

The classification can have a material impact on the consolidated financial statements. The Group’s share of assets, liabilities, revenue, expenses and cash flows of joint operations are included in the consolidated financial statements on a line-by-line basis, whereas the Group’s investment and share of results of joint ventures are shown within single line items in the consolidated statement of financial position and consolidated income statement respectively. See note 12 ‘Investments in associates and joint arrangements’ to the consolidated financial statements.

Finite lived intangible assets

Other intangible assets include amounts spent by the Group acquiring licences and spectrum, customer bases and the costs of purchasing and developing computer software.

Where intangible assets are acquired through business combinations and no active market for the assets exists, the fair value of these assets is determined by discounting estimated future net cash flows generated by the asset. Estimates relating to the future cash flows and discount rates used may have a material effect on the reported amounts of finite lived intangible assets.

Notes to the consolidated financial statements (continued)

Estimation of useful life

The useful life over which intangible assets are amortised depends on management’s estimate of the period over which economic benefit will be derived from the asset. Useful lives are periodically reviewed to ensure that they remain appropriate. Management’s estimates of useful life have a material impact on the amount of amortisation recorded in the year, but there is not considered to be a significant risk of material adjustment to the carrying values of intangible assets in the year to 31 March 2023 if these estimates were revised. The basis for determining the useful life for the most significant categories of intangible assets are discussed below.

Customer bases

The estimated useful life principally reflects management’s view of the average economic life of the customer base and is assessed by reference to customer churn rates. An increase in churn rates may lead to a reduction in the estimated useful life and an increase in the amortisation charge.

Capitalised software

For computer software, the estimated useful life is based on management’s view, considering historical experience with similar products as well as anticipation of future events which may impact their life such as changes in technology. The useful life will not exceed the duration of a licence.

Property, plant and equipment

Property, plant and equipment represents 26.5% of the Group’s total assets (2021: 26.6)%. Estimates and assumptions made may have a material impact on their carrying value and related depreciation charge. See note 11 ‘Property, plant and equipment’ to the consolidated financial statements for further details.

Estimation of useful life

The depreciation charge for an asset is derived using estimates of its expected useful life and expected residual value, which are reviewed annually. Management’s estimates of useful life have a material impact on the amount of depreciation recorded in the year, but there is not considered to be a significant risk of material adjustment to the carrying values of property, plant and equipment in the year to 31 March 2023 if these estimates were revised.

Management determines the useful lives and residual values for assets when they are acquired, based on experience with similar assets and taking into account other relevant factors such as any expected changes in technology.

See additional commentary relating to climate change, below.

Post employment benefits

Management uses estimates when determining the Group’s liabilities and expenses arising for defined benefit pension schemes. Management is required to estimate the future rates of inflation, salary increases, discount rates and longevity of members, each of which may have a material impact on the defined benefit obligations that are recorded. Further details, including a sensitivity analysis, are included in note 25 ‘Post employment benefits’ to the consolidated financial statements.

Contingent liabilities

The Group exercises judgement to determine whether to recognise provisions and the exposures to contingent liabilities related to pending litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent liabilities (see note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements). Judgement is necessary to assess the likelihood that a pending claim will succeed, or a liability will arise.

Impairment reviews

IFRS requires management to perform impairment tests annually for indefinite lived assets, for finite lived assets and for equity accounted investments, if events or changes in circumstances indicate that their carrying amounts may not be recoverable.

A lack of observable market data on fair values for equivalent assets means that the Group’s valuation approach for impairment testing focuses primarily on value in use. For a number of reasons, transaction values agreed as part of any business acquisition or disposal may be higher than the assessed value in use. Where the Group has interests in listed entities, market data, such as share price, is used to assess the fair value of those interests.

For operations that are classified as held for sale, management is required to determine whether the carrying value of the discontinued operation can be supported by the fair value less costs to sell. Where not observable in a quoted market, management has determined fair value less costs to sell by reference to the outcomes from the application of a number of

Notes to the consolidated financial statements (continued)

potential valuation techniques, determined from inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

Impairment testing requires management to judge whether the carrying value of assets can be supported by the net present value of future cash flows that they generate. Calculating the net present value of the future cash flows requires estimates to be made in respect of highly uncertain matters including management's expectations of:

Growth in adjusted EBITDAaL, calculated as adjusted operating profit before depreciation and amortisation;
Timing and amount of future capital expenditure, licence and spectrum payments;
Long-term growth rates; and
Appropriate discount rates to reflect the risks involved.

A long-term growth rate into perpetuity has been determined as the lower of:

-The nominal GDP growth rates for the country of operation; and
-The long-term compound annual growth rate in adjusted EBITDAaL in years six to ten, as estimated by management.

Changing the assumptions selected by management, in particular the adjusted EBITDAaL and growth rate assumptions used in the cash flow projections, could significantly affect the Group’s impairment evaluation and hence reported assets and profits or losses. Further details, including a sensitivity analysis, are included in note 4 'Impairment losses' to the consolidated financial statements.

See additional commentary relating to climate change, below.

Climate change

The potential climate change-related risks and opportunities to which the Group is exposed, as identified by management, are disclosed in the Group’s TCFD disclosures on pages 66 and 67. Management has assessed the potential financial impacts relating to the identified risks, primarily considering the useful lives of, and retirement obligations for, property, plant and equipment, the possibility of impairment of goodwill and other long-lived assets and the recoverability of the Group’s deferred tax assets. Management has exercised judgement in concluding that there are no further material financial impacts of the Group’s climate-related risks and opportunities on the consolidated financial statements. These judgements will be kept under review by management as the future impacts of climate change depend on environmental, regulatory and other factors outside of the Group’s control which are not all currently known.

Significant accounting policies applied in the current reporting period that relate to the financial statements as a whole

Accounting convention

The consolidated financial statements are prepared on a historical cost basis except for certain financial and equity instruments that have been measured at fair value.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company, subsidiaries controlled by the Company (see note 31 ‘Related undertakings’ to the consolidated financial statements), joint operations that are subject to joint control and the results of joint ventures and associates (see note 12 ‘Investments in associates and joint arrangements’ to the consolidated financial statements).

Foreign currencies

The consolidated financial statements are presented in euro, which is also the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Notes to the consolidated financial statements (continued)

Changes in the fair value of monetary securities denominated in foreign currency are analysed between translation differences and other changes in the carrying amount of the security. Translation differences are recognised in the consolidated income statement and other changes in carrying amount are recognised in the consolidated statement of comprehensive income.

Translation differences on non-monetary financial assets, such as investments in equity securities classified at fair value through other comprehensive income, are reported as part of the fair value gain or loss and are included in the consolidated statement of comprehensive income.

Share capital, share premium and other capital reserves are initially recorded at the functional currency rate prevailing at the date of the transaction and are not retranslated.

For the purpose of presenting consolidated financial statements, the assets and liabilities of entities with a functional currency other than euro are expressed in euro using exchange rates prevailing at the reporting period date.

Income and expense items and cash flows are translated at the average exchange rates for each month and exchange differences arising are recognised directly in other comprehensive income. On disposal of a foreign entity, the cumulative amount previously recognised in the consolidated statement of comprehensive income relating to that particular foreign operation is recognised in profit or loss in the consolidated income statement.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated accordingly.

The net foreign exchange loss recognised in the consolidated income statement for the year ended 31 March 2022 is €309 million (31 March 2021: €13 million loss; 2020: €146 million loss). The net gains and net losses are recorded within operating profit (2022: €24 million charge; 2021: €3 million credit; 2020: €61 million credit), financing costs (2022: €284 million charge; 2021: €23 million charge; 2020: €205 million charge) and income tax expense (2022: €1 million charge; 2021: €7 million credit; 2020: €2 million charge). The foreign exchange gains and losses included within other income and non- operating expense arise on the disposal of subsidiaries, interests in joint ventures, associates and investments from the recycling of foreign exchange gains and losses previously recognised in the consolidated statement of comprehensive income.

Current or non-current classification

Assets are classified as current in the consolidated statement of financial position where recovery is expected within 12 months of the reporting date. All assets where recovery is expected more than 12 months from the reporting date and all deferred tax assets, goodwill and intangible assets, property, plant and equipment and investments in associates and joint ventures are reported as non-current.

Liabilities are classified as current unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. For provisions, where the timing of settlement is uncertain, amounts are classified as non-current where settlement is expected more than 12 months from the reporting date. In addition, deferred tax liabilities and post-employment benefits are reported as non-current.

Inventory

Inventory is stated at the lower of cost and net realisable value. Cost is determined on the basis of weighted average costs and comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

New accounting pronouncements adopted on 1 April 2021

The Group adopted the following new accounting policies on 1 April 2021 to comply with amendments to IFRS. The accounting pronouncements, none of which had a material impact on the Group’s financial reporting on adoption, are:

Amendments to IFRS 16 ‘Covid-19-Related Rent Concessions’ and ‘Covid-19-Related Rent Concessions beyond 30 June 2021’; and

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 ‘Interest Rate Benchmark Reform - Phase 2’.

New accounting pronouncements and basis of preparation changes to be adopted on or after 1 April 2022

The IASB has issued the following pronouncements for annual periods beginning on or after 1 January 2022:

Annual Improvements to IFRS Standards 2018-2020;

Amendments to IAS 16 ‘Property, Plant and Equipment: Proceeds before Intended Use’;

Notes to the consolidated financial statements (continued)

Amendments to IAS 37 ‘Onerous Contracts - Cost of Fulfilling a Contract’; and

Amendments to IFRS 3 ‘Reference to the Conceptual Framework’.

These amendments have been endorsed by the UK Endorsement Board. The Group’s financial reporting will be presented in accordance with the above new standards from 1 April 2022. The changes are not expected to have a material impact on the consolidated income statement, consolidated statement of financial position or consolidated statement of cash flows.

In addition, it is expected that Turkey will meet the requirements to be designated as a hyper-inflationary economy under IAS 29 ‘Financial Reporting in Hyper-Inflationary Economies’ in the quarter to 30 June 2022 and that the Group’s financial reporting relating to Turkey during the year ending 31 March 2023 will be in accordance with IAS 29. Under IAS 29, Turkish Lira results and non-monetary asset and liability balances are revalued to present value equivalent local currency amounts (adjusted based on an inflation index) before translation to euros at reporting-date exchange rates.

New accounting pronouncements to be adopted on or after 1 April 2023

The following new standards and narrow-scope amendments have been issued by the IASB and are effective for annual periods beginning on or after 1 January 2023; they were not endorsed by the EU at 31 December 2020 and have not yet been endorsed by the UK Endorsement Board.

IFRS 17 ‘Insurance Contracts’ and Amendments to IFRS 17 ‘Insurance Contracts’;

Amendments to IAS 1 ‘Classification of Liabilities as Current or Non-Current’;

Amendments to IAS 1 ‘Disclosure of Accounting Policies’;

Amendment to IAS 8 ‘Definition of Accounting Estimates’; and

Amendment to IAS 12 ‘Deferred Tax related to Assets and Liabilities arising from a Single Transaction’.

The Group is assessing the impact of these new standards and the Group’s financial reporting will be presented in accordance with these standards from 1 April 2023 as applicable.

2. Revenue disaggregation and segmental analysis

The Group’s businesses are managed on a geographical basis. Selected financial data is presented on this basis below.

Accounting policies

Revenue

When the Group enters into an agreement with a customer, goods and services deliverable under the contract are identified as separate performance obligations (‘obligations’) to the extent that the customer can benefit from the goods or services on their own and that the separate goods and services are considered distinct from other goods and services in the agreement. Where individual goods and services do not meet the criteria to be identified as separate obligations they are aggregated with other goods and/or services in the agreement until a separate obligation is identified. The obligations identified will depend on the nature of individual customer contracts, but might typically be separately identified for mobile handsets, other equipment such as set-top boxes and routers provided to customers and services provided to customers such as mobile and fixed line communication services. Where goods and services have a functional dependency (for example, a fixed line router can only be used with the Group’s services) this does not, in isolation, prevent those goods or services from being assessed as separate obligations. Activities relating to connecting customers to the Group’s network for the future provision of services are not considered to meet the criteria to be recognised as obligations except to the extent that the control of related equipment passes to customers.

The Group determines the transaction price to which it expects to be entitled in return for providing the promised obligations to the customer based on the committed contractual amounts, net of sales taxes and discounts. Where indirect channel dealers, such as retailers, acquire customer contracts on behalf of the Group and receive commission, any commissions that the dealer is compelled to use to fund discounts or other incentives to the customer are treated as payments to the customer when determining the transaction price and consequently are not included in contract acquisition costs.

The transaction price is allocated between the identified obligations according to the relative standalone selling prices of the obligations. The standalone selling price of each obligation deliverable in the contract is determined according to the prices that the Group would achieve by selling the same goods and/or services included in the obligation to a similar customer on a

Notes to the consolidated financial statements (continued)

standalone basis; where standalone selling prices are not directly observable, estimation techniques are used maximising the use of external inputs. See ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 for details. Revenue is recognised when the respective obligations in the contract are delivered to the customer and cash collection is considered probable. Revenue for the provision of services, such as mobile airtime and fixed line broadband, is recognised when the Group provides the related service during the agreed service period.

Revenue for device sales to end customers is generally recognised when the device is delivered to the end customer. For device sales made to intermediaries such as indirect channel dealers, revenue is recognised if control of the device has transferred to the intermediary and the intermediary has no right to return the device to receive a refund; otherwise revenue recognition is deferred until sale of the device to an end customer by the intermediary or the expiry of any right of return.

Where refunds are issued to customers they are deducted from revenue in the relevant service period.

When the Group has control of goods or services prior to delivery to a customer, then the Group is the principal in the sale to the customer. As a principal, receipts from, and payments to, suppliers are reported on a gross basis in revenue and operating costs. If another party has control of goods or services prior to transfer to a customer, then the Group is acting as an agent for the other party and revenue in respect of the relevant obligations is recognised net of any related payments to the supplier and recognised revenue represents the margin earned by the Group. See ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 for details.

Customers typically pay in advance for prepay mobile services and monthly for other communication services. Customers typically pay for handsets and other equipment either up-front at the time of sale or over the term of the related service agreement.

When revenue recognised in respect of a customer contract exceeds amounts received or receivable from a customer at that time a contract asset is recognised; contract assets will typically be recognised for handsets or other equipment provided to customers where payment is recovered by the Group via future service fees. If amounts received or receivable from a customer exceed revenue recognised for a contract, for example if the Group receives an advance payment from a customer, a contract liability is recognised.

When contract assets or liabilities are recognised, a financing component may exist in the contract; this is typically the case when a handset or other equipment is provided to a customer up-front but payment is received over the term of the related service agreement, in which case the customer is deemed to have received financing. If a significant financing component is provided to the customer, the transaction price is reduced and interest revenue is recognised over the customer’s payment period using an interest rate reflecting the relevant central bank rates and customer credit risk.

Contract-related costs

When costs directly relating to a specific contract are incurred prior to recognising revenue for a related obligation, and those costs enhance the ability of the Group to deliver an obligation and are expected to be recovered, then those costs are recognised on the statement of financial position as fulfilment costs and are recognised as expenses in line with the recognition of revenue when the related obligation is delivered.

The direct and incremental costs of acquiring a contract including, for example, certain commissions payable to staff or agents for acquiring customers on behalf of the Group, are recognised as contract acquisition cost assets in the statement of financial position when the related payment obligation is recorded. Costs are recognised as an expense in line with the recognition of the related revenue that is expected to be earned by the Group; typically this is over the customer contract period as new commissions are payable on contract renewal. Certain amounts payable to agents are deducted from revenue recognised (see above).

Revenue disaggregation and segmental income statement analysis

Revenue reported for the year includes revenue from contracts with customers, comprising service and equipment revenue, as well as other revenue items including revenue from leases and interest revenue arising from transactions with a significant financing component.

Notes to the consolidated financial statements (continued)

The table below presents Revenue and Adjusted EBITDAaL for the year ended 31 March 2022 under the updated segmental reporting structure.

    

    

    

Revenue from

    

    

    

Total

 

Service

Equipment

contracts with

Other

Interest

segment

Adjusted

    

revenue

revenue

customers

revenue1

revenue

revenue

EBITDAaL

31 March 2022

€m

€m

€m

€m

€m

€m

€m

Germany

 

11,616

 

1,126

 

12,742

 

365

 

21

 

13,128

 

5,669

Italy

 

4,379

 

525

 

4,904

 

108

 

10

 

5,022

 

1,699

UK

 

5,154

 

1,333

 

6,487

 

69

 

33

 

6,589

 

1,395

Spain

 

3,714

 

369

 

4,083

 

73

 

24

 

4,180

 

957

Other Europe

 

5,001

 

528

 

5,529

 

105

 

19

 

5,653

 

1,606

Vodacom

 

4,635

 

950

 

5,585

 

384

 

24

 

5,993

 

2,125

Other Markets

 

3,420

 

404

 

3,824

 

6

 

 

3,830

 

1,335

Vantage Towers

1,252

1,252

619

Common Functions2

 

522

 

53

 

575

 

838

 

1

 

1,414

 

(197)

Eliminations

 

(238)

 

(1)

 

(239)

 

(1,242)

 

 

(1,481)

 

Group

38,203

 

5,287

 

43,490

 

1,958

 

132

 

45,580

 

15,208

The table below presents Revenue and Adjusted EBITDAaL for the year ended 31 March 2022 under the previous segmental reporting structure.

    

    

    

Revenue from

    

    

    

Total

 

Service

Equipment

contracts with

Other

Interest

segment

 

Adjusted

revenue

revenue

customers

revenue1

revenue

revenue

 

EBITDAaL

31 March 2022

€m

€m

€m

€m

€m

€m

 

€m

Germany

 

11,616

 

1,126

 

12,742

 

424

 

21

 

13,187

5,978

Italy

 

4,379

 

525

 

4,904

 

108

 

10

 

5,022

1,699

UK

 

5,154

 

1,333

 

6,487

 

69

 

33

 

6,589

1,457

Spain

 

3,714

 

369

 

4,083

 

92

 

24

 

4,199

1,041

Other Europe

 

5,001

 

528

 

5,529

 

189

 

19

 

5,737

1,770

Vodacom

 

4,635

 

950

 

5,585

 

384

 

24

 

5,993

2,125

Other Markets

 

3,420

 

404

 

3,824

 

6

 

 

3,830

1,335

Common Functions2

 

522

 

53

 

575

 

838

 

1

 

1,414

(197)

Eliminations

 

(238)

 

(1)

 

(239)

 

(152)

 

 

(391)

Group

 

38,203

 

5,287

 

43,490

 

1,958

 

132

 

45,580

15,208

Notes:

1Other revenue includes lease revenue recognised under IFRS 16 ‘Leases’ (see note 20 ‘Leases’).
2Comprises central teams and business functions.

The tables below present Revenue and Adjusted EBITDAaL comparative information for the years ended 31 March 2021 and 31 March 2020 under the previous segmental reporting structure.

    

    

    

    

    

Revenue from

    

    

    

    

    

Total

    

Service

Equipment

contracts with

Other

Interest

segment

Adjusted

revenue

revenue

customers

revenue1

revenue

revenue

EBITDAaL

31 March 2021

€m

€m

€m

€m

€m

€m

€m

Germany

 

11,520

 

1,055

 

12,575

 

380

 

29

 

12,984

 

5,634

Italy

 

4,458

 

446

 

4,904

 

97

 

13

 

5,014

 

1,597

UK

 

4,848

 

1,206

 

6,054

 

44

 

53

 

6,151

 

1,367

Spain

 

3,788

 

292

 

4,080

 

64

 

22

 

4,166

 

1,044

Other Europe

 

4,859

 

549

 

5,408

 

124

 

17

 

5,549

 

1,760

Vodacom

 

4,083

 

800

 

4,883

 

282

 

16

 

5,181

 

1,873

Other Markets

 

3,312

 

441

 

3,753

 

12

 

 

3,765

 

1,228

Common Functions2

 

470

 

36

 

506

 

862

 

 

1,368

 

(117)

Eliminations

 

(197)

 

(1)

 

(198)

 

(171)

 

 

(369)

 

Group

 

37,141

 

4,824

 

41,965

 

1,694

 

150

 

43,809

 

14,386

Notes to the consolidated financial statements (continued)

    

    

    

Revenue from

    

    

    

Total

 

Service

Equipment

contracts with

Other

Interest

segment

 

Adjusted

revenue

revenue

customers

revenue1

revenue

revenue

 

EBITDAaL

31 March 2020

€m

€m

€m

€m

€m

€m

 

€m

Germany

 

10,696

 

1,055

 

11,751

 

300

 

25

 

12,076

5,077

Italy

 

4,833

 

583

 

5,416

 

101

 

12

 

5,529

2,068

UK

 

5,020

 

1,333

 

6,353

 

63

 

68

 

6,484

1,500

Spain

 

3,904

 

318

 

4,222

 

51

 

23

 

4,296

1,009

Other Europe

 

4,890

 

539

 

5,429

 

94

 

18

 

5,541

1,738

Vodacom

 

4,470

 

864

 

5,334

 

190

 

7

 

5,531

2,088

Other Markets

 

3,796

 

552

 

4,348

 

36

 

2

 

4,386

1,400

Common Functions2

 

494

 

53

 

547

 

1,020

 

 

1,567

1

Eliminations

 

(232)

 

(2)

 

(234)

 

(202)

 

 

(436)

Group

 

37,871

 

5,295

 

43,166

 

1,653

 

155

 

44,974

14,881

Notes:

1

Other revenue includes lease revenue recognised under IFRS 16 ‘Leases’ (see note 20 ‘Leases’).

2

Comprises central teams and business functions.

The total future revenue from the remaining term of Group’s contracts with customers for performance obligations not yet delivered to those customers at 31 March 2022 is €20,013 million (2021: €21,038 million; 2020: €20,336 million); of which €12,913 million (2021: €14,110 million; 2020: €13,456 million) is expected to be recognised within the next year and the majority of the remaining amount in the following 12 months.

Segmental analysis

The Group’s operating segments are established on the basis of those components of the Group that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Group has determined the chief operating decision maker to be its Chief Executive. The Group has a single group of similar services and products, being the supply of communications services and related products.

Following the IPO of Vantage Towers A.G. (‘Vantage Towers’) in March 2021, the Group has updated its segmental reporting structure to reflect the way in which the Group now manages its operations with Vantage Towers now reported as a new segment within the Vodafone Group’s financial results. This change in reporting structure has taken effect for the year ended 31 March 2022 onwards. Total revenue is unaffected as charges from Vantage Towers to operating companies are eliminated on consolidation. There has been no change to the segmental presentation of amounts derived from the income statement for comparative periods, which remain as previously disclosed. Segmental information for the years ended 31 March 2021 and 31 March 2020 is presented on the previous basis of segmental reporting.

Revenue is attributed to a country based on the location of the Group company reporting the revenue. Transactions between operating segments are charged at arm’s-length prices.

With the exception of Vodacom, which is a legal entity encompassing South Africa and certain other smaller African markets, and Vantage Towers, which comprises companies providing mobile tower infrastructure in a number of European markets, segment information is primarily provided on the basis of geographic areas, being the basis on which the Group manages its worldwide interests.

The operating segments for Germany, Italy, UK, Spain, Vodacom and Vantage Towers are individually material for the Group and are each reporting segments for which certain financial information is provided. The aggregation of smaller operating segments into the Other Europe and Other Markets reporting segments reflects, in the opinion of management, the similar local market economic characteristics and regulatory environments for each of those operating segments as well as the similar products and services sold and comparable classes of customers. In the case of the Other Europe region (comprising Albania, Czech Republic, Greece, Hungary, Ireland, Portugal and Romania), this largely reflects membership or a close association with the European Union, while the Other Markets segment (comprising Egypt, Ghana and Turkey) largely includes developing economies with less stable economic or regulatory environments. Common Functions is a separate reporting segment and comprises activities which are undertaken primarily in central Group entities that do not meet the criteria for aggregation with other reporting segments.

Notes to the consolidated financial statements (continued)

A reconciliation of adjusted EBITDAaL, the Group’s measure of segment profit, to the Group’s profit or loss before taxation for the financial year is shown below.

2022

2021

2020

€m

€m

€m

Adjusted EBITDAaL

 

15,208

 

14,386

 

14,881

Restructuring costs

(346)

(356)

(695)

Interest on lease liabilities

 

398

 

374

 

330

Loss on disposal of owned assets

 

(28)

 

(30)

 

(54)

Depreciation and amortisation on owned assets

 

(9,858)

 

(10,187)

 

(10,454)

Share of results of equity accounted associates and joint ventures

 

211

 

342

 

(2,505)

Impairment losses

 

 

 

(1,685)

Other income

 

79

 

568

 

4,281

Operating profit

 

5,664

 

5,097

 

4,099

Non-operating expense

(3)

Investment income

254

330

248

Finance costs

(1,964)

(1,027)

(3,549)

Profit before taxation

3,954

4,400

795

Segmental assets

The tables below present the segmental assets for the year ended 31 March 2022 in line with our updated segmental reporting structure and under the previous basis of segmental reporting.

    

    

    

    

    

    

Other

    

Depreciation

    

    

Non-current

Capital

Right-of-use

additions to

and

assets1

additions2

asset additions

intangible assets3

amortisation

Impairment loss

31 March 2022

€m

€m

€m

€m

€m

€m

Germany

43,190

2,670

795

3,981

Italy

10,519

840

670

255

1,929

UK

6,226

832

580

229

1,905

Spain

6,433

676

422

291

1,499

Other Europe

8,548

1,009

502

126

1,511

Vodacom

6,383

853

187

920

Other Markets

2,467

530

229

598

Vantage Towers

8,179

366

320

523

Common Functions

2,103

844

123

979

Group

94,048

8,620

3,828

901

13,845

    

    

    

    

    

Other

    

Depreciation

    

    

Non-current

Capital

Right-of-use

additions to

and

assets1

additions2

asset additions

intangible assets3

amortisation

Impairment loss

31 March 2022

€m

€m

€m

€m

€m

€m

Germany

 

47,310

 

2,885

909

 

 

4,112

 

Italy

 

10,519

 

840

670

 

255

 

1,929

 

UK

 

7,612

 

888

639

 

229

 

2,073

 

Spain

 

7,066

 

704

478

 

291

 

1,567

 

Other Europe

 

10,588

 

1,076

593

 

126

 

1,667

 

Vodacom

 

6,383

 

853

187

 

 

920

 

Other Markets

 

2,467

 

530

229

 

 

598

 

Common Functions

 

2,103

 

844

123

 

 

979

 

Group

94,048

8,620

3,828

901

13,845

Notes:

1Comprises goodwill, other intangible assets and property, plant and equipment.
2Includes additions to property, plant and equipment (excluding right-of-use assets,), computer software and development costs, reported within Intangible assets.
3Includes additions to licences and spectrum and customer base acquisitions.

Notes to the consolidated financial statements (continued)

Segmental assets

The tables below present the comparative segmental assets for the years ended 31 March 2021 and 31 March 2020 under the previous segmental reporting structure.

Depreciation

    

Non-current

    

Capital

    

Right-of-use

    

Other additions to

    

and

    

  

assets1

additions2

asset additions

intangible assets3

amortisation

Impairment loss

31 March 2021

€m

€m

€m

€m

€m

€m

Germany

47,563

2,772

1,133

1

4,836

Italy

 

10,707

 

805

 

758

 

17

 

2,025

 

UK

 

7,968

 

822

 

1,138

 

 

2,202

 

Spain

 

7,213

 

772

 

700

 

9

 

1,579

 

Other Europe

 

10,369

 

968

 

1,016

 

431

 

1,727

 

Vodacom

 

5,839

 

703

 

174

 

 

872

 

Other Markets

 

2,988

 

512

 

247

 

439

 

666

 

Common Functions

 

2,145

 

829

 

140

 

 

194

 

Group

 

94,792

 

8,183

 

5,306

 

897

 

14,101

 

    

Non-current

    

Capital

    

Right-of-use

    

Other additions to

    

Depreciation and

    

    

assets1

additions2

asset additions

intangible assets3

amortisation

Impairment loss

31 March 2020

    

€m

    

€m

    

€m

    

€m

    

€m

    

€m

Germany

48,266

2,278

912

1,613

4,805

Italy

 

11,119

 

697

 

1,645

 

24

 

1,958

 

UK

 

7,790

 

753

 

733

 

 

2,160

 

Spain

 

7,229

 

761

 

386

 

 

1,763

 

(840)

Other Europe

 

9,138

 

823

 

298

 

29

 

1,706

 

(740)

Vodacom

 

5,400

 

802

 

174

 

55

 

939

 

Other Markets

 

2,963

 

587

 

290

 

55

 

672

 

Common Functions

 

2,217

 

821

 

155

 

 

171

 

(105)

Group

 

94,122

 

7,522

 

4,593

 

1,776

 

14,174

 

(1,685)

Notes:

1

Comprises goodwill, other intangible assets and property, plant and equipment.

2

Includes additions to property, plant and equipment (excluding right-of-use assets,), computer software and development costs, reported within Intangible assets.

3

Includes additions to licences and spectrum and customer base acquisitions.

3. Operating profit

Detailed below are the key amounts recognised in arriving at our operating profit

Notes to the consolidated financial statements (continued)

2022

2021

2020

€m

€m

€m

Amortisation of intangible assets (note 10)

 

4,044

 

4,421

 

4,459

Depreciation of property, plant and equipment (note 11):

 

 

 

Owned assets

 

5,857

 

5,766

 

5,995

Leased assets

 

3,944

 

3,914

 

3,720

Impairment losses (note 4)

 

 

 

1,685

Staff costs (note 24)

 

5,334

 

5,157

 

5,462

Amounts related to inventory included in cost of sales

5,671

5,160

5,699

Own costs capitalised attributable to the construction or acquisition of property, plant and equipment

 

(1,092)

 

(995)

 

(902)

Gain on disposal of Indus Towers Limited1

110

Pledge arrangements in respect of Indus Towers Limited1 (note 29)

(15)

(429)

Net gain on formation of TPG Telecom1 (note 12)

1,043

Net gain on formation of Indus Towers Limited1 (note 12)

292

Settlement of tender offer to KDG shareholders1

(204)

Net gain on disposal of Vodafone New Zealand1

(1,078)

Net gain on disposal of tower infrastructure in Italy1

(3,356)

Net gain on disposal of Vodafone Malta1

 

 

 

(170)

Note:

1Included in Other income and expense in the Consolidated income statement.

The total remuneration of the Group's auditor, Ernst & Young LLP and other member firms of Ernst & Young Global Limited, for services provided to the Group during the year ended 31 March 2022 is analysed below.

2022

2021

2020

Re-presented1

€m

€m

€m

Parent company

 

4

 

3

 

4

Subsidiaries2

 

19

 

18

 

17

Subsidiaries - new accounting standards3

1

Audit fees4

 

23

 

21

 

22

Vantage Towers IPO5

11

5

Audit-related6

2

1

Corporate finance7

1

Non-audit fees

 

2

 

11

 

7

Total fees

 

25

 

32

 

29

Notes:

1Audit fees of subsidiaries for the year ended 31 March 2021 have increased by €1 million compared to the amount previously reported. Similarly, Vantage Towers IPO non-audit fees have increased by €3 million. This is to include fees agreed during the year ended 31 March 2022 but which related to the year ended 31 March 2021.
2During the year ended 31 March 2021, audit fees of €1 million were incurred for incremental financial statement audit services during the IPO of Vantage Towers A.G.
3Fees for the implementation of new accounting standards, notably IFRS 15 ‘Revenue from Contracts with Customers’ and IFRS 16 ‘Leases’.
4Includes fees in connection with the interim review, preliminary announcement and controls audit required under Section 404 of the Sarbanes Oxley Act. In total this amounted to €1 million in each of the years presented.
5Fees incurred for IPO services relating to the IPO of Vantage Towers A.G. on 18 March 2021.
6Fees for statutory and regulatory filings during the year.
7At the time of the Board decision to recommend Ernst & Young LLP as the statutory auditor for the year ended 31 March 2020 in February 2019, Ernst & Young LLP were providing a range of services to the Group. All services that were prohibited by the Financial Reporting Council (‘FRC’) or Securities and Exchange Commission (‘SEC’) for a statutory auditor to provide ceased by 31 March 2019. All engagements that were not prohibited by the FRC or SEC but were not in accordance with the Group’s own internal approval policy for non-audit services, ceased early in the financial year ended 31 March 2020 to enable a smooth transition to alternative suppliers, where required.

Notes to the consolidated financial statements (continued)

4. Impairment losses

Impairment occurs when the carrying value of assets is greater than the present value of the net cash flows they are expected to generate. We review the carrying value of assets for each country in which we operate at least annually. For further details of our impairment review process see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation’ to the consolidated financial statements.

Accounting policies

Goodwill

Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication that the asset may be impaired.

For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, known as cash-generating units. The determination of the Group’s cash-generating units is primarily based on the geographic area where the Group supplies communications services and products. If cash flows from assets within one jurisdiction are largely independent of the cash flows from other assets in that same jurisdiction and management monitors performance separately, multiple cash-generating units are identified within that geographic area.

If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Impairment losses recognised for goodwill are not reversible in subsequent periods.

The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Management prepares formal five year plans for the Group’s cash-generating units, which are the basis for the value in use calculations.

Property, plant and equipment, finite lived intangible assets and equity accounted investments

At each reporting period date, the Group reviews the carrying amounts of its property, plant and equipment, finite lived intangible assets and equity- accounted investments to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount and an impairment loss is recognised immediately in the income statement.

Where there has been a change in the estimates used to determine recoverable amount and an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, not to exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior years and an impairment loss reversal is recognised immediately in the income statement.

Notes to the consolidated financial statements (continued)

Impairment losses

Following our annual impairment review, the impairment charges recognised in the consolidated income statement within operating profit are stated below. Further detail on the events and circumstances that led to the recognition of the impairment charges is included below.

  

2022

2021

2020

Cash-generating unit

Reportable segment

€m

€m

€m

Spain

 

Spain

 

 

 

840

Ireland

Other Europe

630

Romania

Other Europe

110

Vodafone Automotive

Common Functions

105

 

  

 

 

 

1,685

Goodwill

The remaining carrying value of goodwill at 31 March was as follows:

2022

2021

€m

€m

Germany

 

20,335

 

20,335

Vantage Towers Germany

2,565

2,565

Italy

 

2,481

 

2,481

Other

 

6,503

 

6,350

 

31,884

 

31,731

Key assumptions used in the value in use calculations

The key assumptions used in determining the value in use are:

Assumption

How determined

Projected adjusted EBITDAaL

Projected adjusted EBITDAaL has been based on past experience adjusted for the following:

 In Europe, mobile revenue is expected to benefit from increased usage as customers transition to higher data bundles, and new products and services are introduced. Fixed revenue is expected to continue to grow as penetration is increased and more products and services are sold to customers;

 Outside of Europe, revenue is expected to continue to grow as the penetration of faster data-enabled devices rises along with higher data bundle attachment rates, and new products and services are introduced. The Other Markets segment is also expected to benefit from increased usage and penetration of M-Pesa in Africa; and

 Margins are expected to be impacted by negative factors such as the cost of acquiring and retaining customers in increasingly competitive markets and by positive factors such as the efficiencies expected from the implementation of Group initiatives.

Projected capital expenditure

The cash flow forecasts for capital expenditure are based on past experience and include the ongoing capital expenditure required to maintain our networks, provide products and services in line with customer expectations, including of higher data volumes and speeds, and to meet the population coverage requirements of certain of the Group’s licences. In Europe, capital expenditure is required to roll out capacity-building next generation 5G and gigabit networks. Outside of Europe, capital expenditure will be required for the continued rollout of current and next generation mobile networks in emerging markets. Capital expenditure includes cash outflows for the purchase of property, plant and equipment and computer software.

Projected licence and spectrum payments

To enable the continued provision of products and services, the cash flow forecasts for licence and spectrum payments for each relevant cash-generating unit include amounts for expected renewals and newly available spectrum. Beyond the five year forecast period, a long-run cost of spectrum is assumed.

Long-term growth rate

For the purposes of the Group’s value in use calculations, a longterm growth rate into perpetuity is applied immediately at the end of the five year forecast period and is based on the lower of:

 the nominal GDP growth rate forecasts for the country of operation; and

 the long-term compound annual growth rate in adjusted EBITDAaL as estimated by management.

Long-term compound annual growth rates determined by management may be lower than forecast nominal GDP growth rates due to the following market-specific factors: competitive intensity levels, maturity of business, regulatory environment or sector-specific inflation expectations.

Notes to the consolidated financial statements (continued)

Pre-tax risk adjusted discount rate

The discount rate applied to the cash flows of each of the Group’s cash-generating units is generally based on the risk free rate for ten year bonds issued by the government in the respective market. Where government bond rates contain a material component of credit risk, high-quality local corporate bond rates may be used.

These rates are adjusted for a risk premium to reflect both the increased risk of investing in equities and the systematic risk of the specific cash-generating unit. In making this adjustment, inputs required are the equity market risk premium (that is the required return over and above a risk free rate by an investor who is investing in the market as a whole) and the risk adjustment, beta, applied to reflect the risk of the specific cash-generating unit relative to the market as a whole.

In determining the risk adjusted discount rate, management has applied an adjustment for the systematic risk to each of the Group’s cash-generating companies determined using an average of the betas of comparable listed telecommunications companies and, where available and appropriate, across a specific territory. Management has used a forward-looking equity market risk premium that takes into consideration both studies by independent economists, the long-term average equity market risk premium and the market risk premiums typically used by valuations practitioners.

The risk adjusted discount rate is also based on typical leverage ratios of telecommunications companies in each cash-generating units’ respective market or region.

Year ended 31 March 2022

The Group performs its annual impairment test for goodwill and indefinite lived intangible assets at 31 March and when there is an indicator of impairment of an asset. At each reporting period date judgement is exercised by management in determining whether any internal or external sources of information observed are indicative that the carrying amount of any of the Group’s cash generating units is not recoverable.

As a large owner of infrastructure and consumer of energy, the Group has exposure to climate change related risks such as energy cost increases, asset damage and service disruption. The long range plans used in the Group’s impairment testing include forecast energy costs and other costs that are embedded in the planning process to deliver the Group’s zero carbon targets. The long range plans also include capital expenditure in relation to the Group’s use of durable and energy efficient infrastructure and the costs of the Group’s extensive and ongoing network maintenance programme. Furthermore, the Group will continue to develop strong reactive initiatives to manage the unpredictable impacts of future climate-related risks. Climate change, therefore, has not had a material impact on the outcome of the Group’s impairment testing and the Group will continue to refine its approach to modelling climate-related risks and opportunities in the value in use calculations.

As the war in Ukraine continues, it is challenging to predict the full extent and duration of its impact on the economy and the Group’s businesses. However, to assess a potential impact of this on the Group’s impairment testing, management prepared scenario analysis based on adjustments to the long range plans for high level estimates of market risks impacted by the war. This analysis did not indicate a risk of impairment at 31 March 2022. Management will update the cash flows and assumptions used in the Group’s impairment testing at future reporting dates with latest best estimates.

No impairments were recognised for the Group’s cash generating units during the year to 31 March 2022.

Value in use assumptions

The table below shows key assumptions used in the value in use calculations, and separately presented cash generating units for which the carrying amount of goodwill is significant in comparison with the Group's total carrying amount of goodwill:

Assumptions used in value in use calculation

Vantage Towers

    

Germany

    

Italy

    

 Germany

    

Other

%

  

%

%

%

Pre-tax risk adjusted discount rate

7.4

 

9.3

 

6.1

 

6.2-22.5

Long-term growth rate

0.5

 

1.5

 

1.5

 

1.0-8.9

Projected adjusted EBITDAaL1

(0.1)

 

(0.2)

 

11.0

 

(5.4)-13.0

Projected capital expenditure2

19.6-21.8

 

15.0-16.3

 

32.0-62.1

 

10.0-51.4

Notes to the consolidated financial statements (continued)

Sensitivity analysis

The estimated recoverable amounts of the Group’s operations in Germany, Italy, the UK and Spain exceed their carrying values by €7.3 billion, €0.4 billion, €1.3 billion and €0.1 billion respectively. However, if the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2022.

    

Change required for carrying value to equal recoverable amount

    

Germany

    

Italy

    

UK

    

Spain

pps

pps

pps

pps

Pre-tax risk adjusted discount rate

1.4

 

0.3

 

1.3

 

0.1

Long-term growth rate

(1.4)

 

(0.3)

 

(1.5)

 

(0.1)

Projected adjusted EBITDAaL1

(4.1)

 

(0.9)

 

(3.1)

 

(0.4)

Projected capital expenditure2

12.6

 

1.8

 

4.3

 

0.5

Notes:

1

Projected Adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. For the purposes of this disclosure Italy’s FY22 EBITDAaL excludes the TIM settlement.

2

Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans used for impairment testing.

For the Group’s operations in Germany, Italy, the UK and Spain management has considered the following reasonably possible changes in pre-tax adjusted discount rate, adjusted EBITDAaL1 and long-term growth rate assumptions, leaving all other assumptions unchanged. The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment assessment is presented in the table overleaf.

Management has concluded that no reasonably possible or foreseeable change in projected capital expenditure2 would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different to the base case disclosed overleaf.

Recoverable amount less carrying value

Germany

Italy

UK

Spain

    

€bn

    

€bn

    

€bn

    

€bn

Base case as at 31 March 2022

7.3

0.4

1.3

0.1

Change in pre-tax risk adjusted discount rate

Decrease by 1pps

14.9

1.7

2.8

1.0

Increase by 1pps

1.7

(0.7)

0.3

(0.6)

Change in long-term growth rate

Decrease by 1pps

1.6

(0.6)

0.4

(0.5)

Increase by 1pps

15.6

1.7

2.8

0.9

Change in projected adjusted EBITDAaL1

Decrease by 5pps

(1.4)

(1.6)

(0.7)

(1.1)

Increase by 5pps

17.9

2.8

3.8

1.5

Note:

1

Projected Adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. For the purposes of this disclosure, EBITDAaL for Italy in the year ended 31 March 2022 excludes the TIM settlement.

Year ended 31 March 2021

The disclosures below for the year ended 31 March 2021 are as previously disclosed in the 31 March 2021 Annual Report.

Following the carve-out of Vodafone’s tower infrastructure to Vantage Towers A.G. (‘Vantage Towers’) during the year in Germany, Spain, Portugal, Ireland, Greece, Romania, Czech Republic and Hungary and the acquisitions by Vantage Towers of Vodafone UK’s 50% shareholding in Cornerstone Telecommunications Infrastructure Limited (‘CTIL’) and the remaining shareholding in the Vantage Towers Greece, management considers Vodafone’s operating companies and Vantage Tower’s operating companies in the affected geographical areas to represent two cash-generating units for the purpose of impairment testing as at 31 March 2021. Vodafone’s investment in Infrastrutture Wireless Italiane S.p.A. (‘INWIT’) was also transferred to Vantage Towers during the year.

Goodwill has been allocated on a relative values basis to the Vantage Towers cash-generating units, where applicable, as part of the tower business carve out from Vodafone’s operations. The cash-generating units described below relate to Vodafone’s mobile and fixed line trading businesses, unless otherwise indicated as being part of Vantage Towers.

Notes to the consolidated financial statements (continued)

Value in use assumptions

The table below shows key assumptions used in the value in use calculations.

Assumptions used in value in use calculation

Vantage Towers

Germany

Italy

Spain

Ireland

Romania

 Germany

%

%

%

%

%

%

Pre-tax risk adjusted discount rate

    

7.4

    

10.5

    

9.2

    

7.7

    

9.9

    

6.0

Long-term growth rate

 

0.5

 

0.5

 

0.5

 

0.5

 

1.0

 

1.5

Projected adjusted EBITDAaL1

 

1.2

 

2.1

 

4.9

 

0.5

 

0.9

 

8.4

Projected capital expenditure2

 

19.7-21.5

 

14.4-15.9

 

15.7-17.6

 

12.6-15.1

 

12.3-15.2

 

39.1-56.2

Notes:

1

Projected Adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. A pro-rata adjustment has been made to true-up 31 March 2021 Adjusted EBITDAaL to a full year where the towers business carve-out occurred during the year.

2

Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans used for impairment testing.

Sensitivity analysis

The estimated recoverable amounts of the Group’s operations in Germany, Italy, Spain, Ireland, Romania and Vantage Towers Germany exceed their carrying values by €7.4 billion, €0.6 billion, €0.3 billion, €0.1 billion, €0.1 billion and €3.5 billion, respectively. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2021.

Change required for carrying value to equal recoverable amount

Vantage Towers

Germany

Italy

Spain

Ireland

Romania

Germany

    

pps

    

pps

    

pps

    

pps

    

pps

    

pps

Pre-tax risk adjusted discount rate

1.3

    

0.7

    

0.4

    

0.7

    

0.7

    

5.2

Long-term growth rate

(1.3)

 

(0.8)

(0.5)

(0.7)

 

(0.9)

 

(4.9)

Projected adjusted EBITDAaL1

(4.0)

 

(1.5)

(1.5)

(1.6)

 

(1.9)

 

(19.3)

Projected capital expenditure2

12.7

 

3.0

1.6

2.8

 

1.9

 

162.6

Management considered the following reasonably possible changes in key assumptions for projected adjusted EBITDAaL1 and long-term growth rate, leaving all other assumptions unchanged. Consistent with the prior year, and due to the uncertainty of future COVID-19 impacts, management’s range of reasonably possible changes in projected adjusted EBITDAaL is plus or minus 5 percentage points (2020: +/- 5 percentage points). The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment assessment is presented in the table below.

Management believes that no reasonably possible or foreseeable change in the pre-tax adjusted discount rate or projected capital expenditure2 would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different from the base case disclosed below.

Recoverable amount less carrying value

Vantage Towers

Germany

Italy

Spain

Ireland

Romania

Germany

    

€bn

    

€bn

    

€bn

    

€bn

    

€bn

    

€bn

Base case as at 31 March 2021

 

7.4

 

0.6

 

0.3

 

0.1

 

0.1

 

3.5

Change in projected adjusted EBITDAaL1

 

  

 

  

 

  

 

  

 

  

 

  

Decrease by 5pps

 

(1.6)

 

(1.3)

 

(0.6)

 

(0.2)

 

(0.1)

 

2.4

Increase by 5pps

 

18.2

 

2.9

 

1.4

 

0.5

 

0.3

 

5.0

Change in long-term growth rate

 

  

 

  

 

  

 

  

 

  

 

  

Decrease by 1pps

 

1.5

 

(0.1)

 

(0.3)

 

 

 

2.2

Increase by 1pps

 

16.0

 

1.6

 

1.0

 

0.3

 

0.2

 

6.1

The carrying values for Vodafone UK, Portugal, Czech Republic, and Hungary include goodwill arising from acquisitions and/or the purchase of operating licences or spectrum rights. The recoverable amounts for these operating companies are also not materially greater than their carrying values and accordingly are disclosed below.

Notes to the consolidated financial statements (continued)

If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised in the year ended 31 March 2021.

Change required for carrying value to equal recoverable amount

    

UK

    

Portugal

    

Czech Republic

    

Hungary

 

pps

 

pps

 

pps

 

pps

Pre-tax risk adjusted discount rate

 

0.8

 

0.9

 

1.2

 

0.3

Long-term growth rate

 

(0.8)

 

(1.0)

 

(1.3)

 

(0.4)

Projected adjusted EBITDAaL1

 

(1.7)

 

(2.2)

 

(3.0)

 

(0.7)

Projected capital expenditure2

 

2.5

 

3.7

 

7.5

 

1.5

Notes:

1Projected adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. A pro-rata adjustment has been made to true up 31 March 2021 adjusted EBITDAaL to a full year where the towers business carve-out occurred during the year.
2Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans used for impairment testing.

Year ended 31 March 2020

The disclosures below for the year ended 31 March 2020 are as previously disclosed in the 31 March 2020 Annual Report.

For the year ended 31 March 2020, the Group recorded impairment charges of €0.8 billion, €0.6 billion, €0.1 billion and €0.1 billion with respect to the Group’s investments in Spain, Ireland, Romania and Vodafone Automotive respectively. The impairment charges relate solely to goodwill and are recognised in the consolidated income statement within operating profit/(loss). The recoverable amounts for Spain, Ireland, Romania and Vodafone Automotive are €5.6 billion, €1.2 billion, €0.9 billion and €0.0 billion respectively, and based on value in use calculations.

The COVID-19 outbreak developed rapidly in early 2020. Many countries have required businesses to limit or suspend operations and implemented travel restrictions and quarantine measures. The measures taken to contain the virus have adversely affected economic activity and disrupted many businesses. As the outbreak continues to progress and evolve, it is extremely challenging to predict the full extent and duration of its impact on Vodafone’s businesses and the countries where Vodafone operates. Based on information available as at 31 March 2020, management made additional adjustments to the five year business plans used in the Group’s impairment testing in order to reflect the estimated impact. The impairment charges recognised and discussed immediately below, were based on expected cash flows after applying these adjustments.

Challenging trading and economic conditions in Spain materialised in the prior financial year and management recognised an impairment charge following a reduction in projected cash flows. During the year ended 31 March 2020 there was an observable repositioning towards low-cost brands and competitive intensity within the multi-branded market was expected to remain elevated in the medium term. These factors led to management projecting lower cash flows and recognising an impairment charge with respect to the Group’s investment in Spain.

The impairment charge recognised with respect to Ireland was attributable to increased competition and the aforementioned increased economic uncertainty. As a consequence, growth and ARPUs were expected to be lower. Management reflected these assumptions in expected cash flows.

The impairment charges recognised with respect to Romania and Vodafone Automotive reflect management’s latest assessment of likely trading and economic conditions in the five year business plan. Management’s view of the long-term potential in these markets remains unchanged.

The European Liberty Global assets acquired in July 2019 were subsumed within existing cash-generating units in Germany, Czech Republic, Hungary and Romania. The primary reason for acquiring the businesses was to create a converged national provider of digital infrastructure in Germany, together with creating converged communications operators in the Czech Republic, Hungary and Romania. Following the integration of the acquired businesses, management considered the cash flows within these cash-generating units to be largely interdependent and monitors performance on a country-level basis.

On 31 March 2020, the Group merged its passive tower infrastructure in Italy with INWIT. On the date of the merger, management monitored performance of its operations in Italy on a country-wide basis and considered Vodafone Italy, including its passive tower infrastructure, to be one cash-generating unit for the purpose of impairment testing as at 31 March 2020. No impairment in relation to Vodafone Italy would be necessary if impairment testing was performed on a post-merger basis at 31 March 2020.

Notes to the consolidated financial statements (continued)

Value in use assumptions

The table below shows key assumptions used in the value in use calculations.

Assumptions used in value in use calculation

    

    

    

    

    

    

Vodafone

Germany

Italy

Spain

Ireland

Romania

Automotive

%

  

%

  

%

  

%

  

%

  

%

Pre-tax risk adjusted discount rate

 

7.5

10.3

9.2

7.6

10.2

9.1

Long-term growth rate

 

0.5

0.5

0.5

0.5

1.0

1.9

Projected adjusted EBITDAaL1

 

3.8

0.2

8.2

3.0

8.0

31.3

Projected capital expenditure2

 

20.1-20.7

12.5-13.4

16.2-18.1

10.7-15.2

13.7-18.5

14.1-23.4

Notes:

1

Projected Adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing.

2

Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans used for impairment testing.

Sensitivity analysis

The estimated recoverable amount of the Group’s operations in Germany and Italy exceed their carrying values by €6.6 billion and €1.8 billion respectively. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2020.

Change required for carrying value to

    

equal recoverable amount

Germany

Italy

pps

pps

Pre-tax risk adjusted discount rate

 

1.1

 

1.7

Long-term growth rate

 

(1.0)

 

(2.0)

Projected adjusted EBITDAaL1

 

(3.2)

 

(3.1)

Projected capital expenditure2

 

11.4

 

7.9

Management considered the following reasonably possible changes in the key adjusted EBITDAaL1 and long-term growth rate assumptions, leaving all other assumptions unchanged. Due to increased uncertainty following the COVID-19 outbreak, management has widened the range of reasonably possible changes in the key adjusted EBITDAaL growth rate assumption to plus or minus 5 percentage points (2019: 2 percentage points). The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment assessment is presented in the table below, with the exception of Vodafone Automotive, where no reasonably possible change in the key assumptions would materially change the impairment charge recognised.

Management believes that no reasonably possible or foreseeable change in the pre-tax adjusted discount rate or projected capital expenditure2 would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different to the base case disclosed below.

Recoverable amount less carrying value (prior to recognition of impairment charges)

Germany

Italy

Spain

Ireland

Romania

    

€bn

    

€bn

    

€bn

    

€bn

    

€bn

Base case as at 31 March 2020

 

6.6

 

1.8

 

(0.8)

 

(0.6)

 

(0.1)

Change in projected adjusted EBITDAaL1

 

  

 

  

 

  

 

  

 

  

Decrease by 5pps

 

(3.3)

 

(1.0)

 

(2.3)

 

(1.1)

 

(0.3)

Increase by 5pps

 

18.4

 

5.1

 

0.9

 

 

0.1

Change in long-term growth rate

 

  

 

  

 

  

 

  

 

  

Decrease by 1pps

 

0.2

 

0.8

 

(1.5)

 

(0.8)

 

(0.2)

Increase by 1pps

 

15.8

 

3.0

 

 

(0.4)

 

The carrying values for Vodafone UK, Portugal, Czech Republic and Hungary include goodwill arising from acquisitions and/or the purchase of operating licences or spectrum rights. While the recoverable amounts for these operating companies are not materially greater than their carrying value, each has a lower risk of giving rise to an impairment that would be material to the Group given their relative size or the composition of their carrying value.

Notes to the consolidated financial statements (continued)

If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised in the year ended 31 March 2020.

Change required for carrying value to equal recoverable amount

    

UK

    

Portugal

    

Czech Republic

    

Hungary

pps

pps

pps

pps

Pre-tax risk adjusted discount rate

 

1.1

 

1.5

 

1.7

 

1.9

Long-term growth rate

 

(1.3)

 

(1.6)

 

(1.8)

 

(2.2)

Projected adjusted EBITDAaL1

 

(2.3)

 

(3.4)

 

(4.0)

 

(3.9)

Projected capital expenditure2

 

4.5

 

7.1

 

12.5

 

9.1

Notes:

1

Projected adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing.

2

Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans used for impairment testing.

VodafoneZiggo

The recoverable amount for VodafoneZiggo is not materially greater than its carrying value. If adverse impacts of economic, competitive, regulatory or other factors were to cause significant deterioration in the operations of VodafoneZiggo and the entity’s expected future cash flows, this may lead to an impairment loss being recognised.

5. Investment income and financing costs

Investment income comprises interest received from short-term investments and other receivables. Financing costs mainly arise from interest due on bonds and commercial paper issued, bank loans and the results of hedging transactions used to manage foreign exchange and interest rate movements.

2022

2021

2020

€m

€m

€m

Investment income

 

  

 

  

 

  

Financial assets measured at amortised cost

 

249

 

306

 

157

Financial assets measured at fair value through profit and loss

 

5

 

24

 

91

 

254

 

330

 

248

Financing costs

 

  

 

  

 

  

Financial liabilities measured at amortised cost

 

 

 

  

Bonds

1,546

1,722

1,580

Lease liabilities

398

374

330

Bank loans and other liabilities1

 

469

 

463

 

626

Interest on derivatives

 

(428)

 

(485)

 

(354)

Mark-to-market on derivatives

 

(341)

 

(1,070)

 

1,162

Financial assets measured at fair value through profit and loss

36

Foreign exchange

 

284

 

23

 

205

 

1,964

 

1,027

 

3,549

Net financing costs

 

1,710

 

697

 

3,301

Note:

1

Interest capitalised for the year ended 31 March 2022 was €17 million (2021: €17 million, 2020: €25 million)

Notes to the consolidated financial statements (continued)

6. Taxation

This note explains how our Group tax charge arises. The deferred tax section of the note also provides information on our expected future tax charges and sets out the tax assets held across the Group together with our view on whether or not we expect to be able to make use of these in the future.

Accounting policies

Income tax expense represents the sum of the current and deferred taxes.

Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because some items of income or expense are taxable or deductible in different years or may never be taxable or deductible. The Group’s liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the reporting period date.

The Group recognises provisions for uncertain tax positions when the Group has a present obligation as a result of a past event and management judge that it is probable that there will be a future outflow of economic benefits from the Group to settle the obligation. Uncertain tax positions are assessed and measured on an issue by issue basis within the jurisdictions that we operate either using management’s estimate of the most likely outcome where the issues are binary, or the expected value approach where the issues have a range of possible outcomes. The Group recognises interest on late paid taxes as part of financing costs, and any penalties, if applicable, as part of the income tax expense.

Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that temporary differences or taxable profits will be available against which deductible temporary differences can be utilised.

Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are not recognised to the extent they arise from the initial recognition of non-tax deductible goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint arrangements, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting period date and adjusted to reflect changes in the Group’s assessment that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the reporting period date.

Tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they either relate to income taxes levied by the same taxation authority on either the same taxable entity or on different taxable entities which intend to settle the current tax assets and liabilities on a net basis.

Notes to the consolidated financial statements (continued)

Tax is charged or credited to the income statement, except when it relates to items charged or credited to other comprehensive income or directly to equity, in which case the tax is recognised in other comprehensive income or in equity.

2022

2021

2020

Income tax expense

€m

€m

€m

United Kingdom corporation tax expense/(credit):

 

  

 

  

 

  

Current year

 

22

 

24

 

42

Adjustments in respect of prior years

 

17

 

3

 

(6)

 

39

 

27

 

36

Overseas current tax expense/(credit):

 

 

 

Current year

 

993

 

872

 

900

Adjustments in respect of prior years

 

81

 

(30)

 

80

 

1,074

 

842

 

980

Total current tax expense

 

1,113

 

869

 

1,016

Deferred tax on origination and reversal of temporary differences:

 

 

 

United Kingdom deferred tax

 

(791)

 

(94)

 

(318)

Overseas deferred tax

 

1,008

 

3,089

 

552

Total deferred tax expense

 

217

 

2,995

 

234

Total income tax expense

 

1,330

 

3,864

 

1,250

UK operating profits are more than offset by statutory allowances for capital investment in the UK network and systems plus ongoing interest costs including those arising from the €10.7 billion of spectrum payments to the UK government in 2000, 2013 and 2018.

Tax charged/(credited) directly to other comprehensive income

2022

2021

2020

€m

€m

€m

Current tax

 

 

(17)

 

(26)

Deferred tax

 

648

 

(1,009)

 

830

Total tax charged/(credited) directly to other comprehensive income

 

648

 

(1,026)

 

804

Tax credited directly to equity

2022

2021

2020

€m

€m

€m

Deferred tax

 

 

(2)

 

Total tax credited directly to equity

 

 

(2)

 

Notes to the consolidated financial statements (continued)

Factors affecting the tax expense for the year

The table below explains the differences between the expected tax expense, being the aggregate of the Group’s geographical split of profits multiplied by the relevant local tax rates and the Group’s total tax expense for each year.

2022

2021

2020

€m

€m

€m

(restated)*

Continuing profit before tax as shown in the consolidated income statement

 

3,954

 

4,400

 

795

Aggregated expected income tax expense

 

1,191

 

1,124

 

226

Impairment losses with no tax effect

 

 

 

332

Disposal of Group investments(1)

 

(8)

 

(332)

 

(1,113)

Effect of taxation of associates and joint ventures, reported within profit before tax

 

(66)

 

56

 

728

Deferred tax charge/(credit) following revaluation of investments in Luxembourg

 

1,455

 

2,120

*

(348)

Previously unrecognised temporary differences we expect to use in the future, including in Luxembourg

 

(708)

 

(45)

 

(14)

Previously recognised temporary differences and losses we no longer expect to use in the future

 

74

 

699

*

Current year temporary differences (including losses) that we currently do not expect to use

 

116

 

170

 

352

Adjustments in respect of prior year tax liabilities

 

13

 

(10)

 

(86)

Impact of tax credits and irrecoverable taxes

 

74

 

90

 

52

Deferred tax on overseas earnings

 

2

 

 

3

Effect of current year changes in statutory tax rates on deferred tax balances (2)

 

(667)

 

(45)

 

757

Financing costs not deductible/(taxable) for tax purposes

46

(62)

174

Revaluation of assets for tax purposes in Italy and Turkey

(357)

Expenses not deductible for tax purposes

 

165

 

99

 

187

Income tax expense

 

1,330

 

3,864

 

1,250

Notes:

*

During the year ended 31 March 2022, we revised the calculation of certain impairment reversals recognised by our Luxembourg holding companies for the year ended 31 March 2021; this had no impact on the amount of deferred tax assets recognised at that date but has changed the amount of our unrecognised deferred tax assets by €0.7 billion (unrecognised losses of €2.8 billion).. Further details can be found on page 158. We have adjusted certain 31 March 2021 disclosures as denoted by an *.

1

2021 includes the tax exempt gains relating to the TPG Telecom Limited merger in Australia and Indus Towers Limited in India. 2020 relates to tax exempt disposal gains on Vodafone New Zealand, Vodafone Malta and the merger of the Italian towers with INWIT.

2

2022 includes the increase in future UK tax rate to 25%. 2020 includes the impact of a lower corporate tax rate in Luxembourg and the retention of the 19% corporate tax rate in the UK.

Deferred tax

Analysis of movements in the net deferred tax asset balance during the year:

    

€m

1 April 2021

 

19,474

Foreign exchange movements

 

(29)

Charged to the income statement

 

(217)

Charged directly to OCI

 

(648)

Charged directly to equity

 

Arising on acquisitions and disposals

 

(11)

31 March 20221

 

18,569

Notes to the consolidated financial statements (continued)

Deferred tax assets and liabilities, before offset of balances within countries, are as follows:

    

Amount

    

    

    

    

    

    

    

Net

credited/

recognised

(expensed)

Gross

Gross

Less

deferred tax

in income

deferred

deferred tax

amounts

(liability)/

statement

tax asset

liability

unrecognised

asset

€m

€m

€m

€m

€m

Accelerated tax depreciation

 

672

 

2,589

 

(1,361)

 

(58)

 

1,170

Intangible assets

 

643

 

666

 

(1,801)

 

11

 

(1,124)

Tax losses

 

(1,450)

 

28,977

 

 

(10,341)

 

18,636

Treasury related items

 

(90)

 

616

 

(372)

 

(562)

 

(318)

Temporary differences relating to revenue recognition

(9)

3

(666)

(663)

Temporary differences relating to leases

 

(3)

 

1,754

 

(1,577)

 

 

177

Other temporary differences

20

1,148

(379)

(78)

691

31 March 20221

 

(217)

 

35,753

 

(6,156)

 

(11,028)

 

18,569

Analysed in the balance sheet, after offset of balances within countries, as:

    

€m

Deferred tax asset

 

19,089

Deferred tax liability

 

(520)

31 March 20221

 

18,569

At 31 March 2021, deferred tax assets and liabilities, before offset of balances within countries, were as follows:

    

Amount

    

    

    

    

    

    

    

Net

credited/

recognised

(expensed)

Gross

Gross

Less 

deferred tax

in income

deferred

deferred tax

amounts

(liability)/

statement

tax asset*

liability*

unrecognised*

asset

€m

€m

€m

€m

€m

Accelerated tax depreciation

 

716

 

2,331

 

(2,034)

 

(9)

 

288

Intangible assets

 

336

 

434

 

(1,938)

 

13

 

(1,491)

Tax losses

 

(3,292)

 

30,490

 

 

(10,400)

 

20,090

Treasury related items

 

(9)

 

761

 

(37)

 

(392)

 

332

Temporary differences relating to revenue recognition

(84)

3

(651)

(648)

Temporary differences relating to leases

 

(34)

 

1,758

 

(1,568)

 

 

190

Other temporary differences

(627)

1,095

(335)

(47)

713

31 March 20211

 

(2,994)

 

36,872

 

(6,563)

 

(10,835)

 

19,474

At 31 March 2021, analysed in the balance sheet, after offset of balances within countries, as:

    

€m

Deferred tax asset

 

21,569

Deferred tax liability

 

(2,095)

31 March 20211

 

19,474

Note:

1The Group does not discount deferred tax assets. This is in accordance with IAS 12.

Factors affecting the tax charge in future years

The Group’s future tax charge, and effective tax rate, could be affected by several factors including; tax reform in countries around the world, including any arising from the OECD’s or European Commission’s work on the taxation of the digital economy and European Commission initiatives such as the proposed tax and financial reporting directive or as a consequence of state aid investigations, future corporate acquisitions and disposals, any restructuring of our businesses and the resolution of open tax issues (see below).

On 25 April 2019, the European Commission published its full decision in relation to its investigation into the ‘group financing exemption’ (GFE) in the UK’s controlled foreign company rules and whether the GFE constituted unlawful State Aid. It concluded the GFE does not constitute unlawful state aid when the managing of the financing activities is outside the UK. We consider that the Group’s Luxembourg financing activities are properly established and operate in accordance with EU and local law as well

Notes to the consolidated financial statements (continued)

as the OECD’s transfer pricing guidelines and on 27 May 2021 the UK tax authorities confirmed it reached the view Vodafone was not in receipt of any state aid relating to the GFE. The European Commission has indicated it agrees with this conclusion

The Group is routinely subject to audit by tax authorities in the territories in which it operates. The Group considers each issue on its merits and, where appropriate, holds provisions in respect of the potential tax liability that may arise. As at 31 March 2022, the Group holds provisions for such potential liabilities of €463 million (2021: €606 million). These provisions relate to multiple issues, across the jurisdictions in which the Group operates. The reduction during the year is primarily a result of the closure of state tax audits in the US.

As the tax impact of a transaction can be uncertain until a conclusion is reached with the relevant tax authority or through a legal process, the amount ultimately paid may differ materially from the amount accrued and could therefore affect the Group's overall profitability and cash flows in future periods. See Note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.

At 31 March 2022, the gross amount and expiry dates of losses available for carry forward are as follows:

    

Expiring

    

Expiring

    

    

    

    

within

beyond

5 years

6 years

Unlimited

Total

€m

€m

€m

€m

Losses for which a deferred tax asset is recognised

 

19

259

79,848

80,126

Losses for which no deferred tax is recognised

 

334

13,162

23,928

37,424

 

353

13,421

103,776

117,550

At 31 March 2021, the gross amount and expiry dates of losses available for carry forward were as follows:

    

Expiring

    

Expiring

    

    

    

    

within

beyond

5 years

6 years

Unlimited*

Total

€m

€m

€m

€m

Losses for which a deferred tax asset is recognised

 

63

222

86,623

86,908

Losses for which no deferred tax is recognised

 

245

13,217

26,290

39,752

 

308

13,439

112,913

126,660

Deferred tax assets on losses in Luxembourg

Included in the table above are losses of €65,348 million (2021: €72,552 million*) that have arisen in Luxembourg companies. A deferred tax asset of €16,298 million (2021: €17,394 million) has been recognised in respect of these losses, as we conclude it is probable that the Luxembourg entities will continue to generate taxable profits in the future against which we can utilise these losses. These tax losses principally arose from historical impairments, primarily following the acquisition of the Mannesmann Group in 2000. These losses arose prior to the 2017 tax reform in Luxembourg and are available to carry forward indefinitely.

The Luxembourg companies hold investments in the Group’s operating companies which are assessed for impairment for local GAAP financial statements using the Group’s recoverable value calculations (see Note 4 ‘Impairment losses’). The recognition or reversal of impairments is recorded in the local GAAP financial statements and therefore the carrying values and valuation methodology differs from the goodwill assessment for the Group’s consolidated financial statements. This assessment can give rise to tax deductible impairments or taxable reversals of previous impairments.

Following the 2017 tax reform in Luxembourg, tax losses expire after 17 years and are only used after any pre-existing losses. In the year ended 31 March 2020 the Luxembourg companies had tax deductible impairments resulting in additional tax losses. No deferred tax asset is recognised for these losses on the basis that they are not forecast to be used prior to the expiry of their 17 year life. In a period where pre-existing tax losses are not utilised due to impairments arising the forecast utilisation timeframe extends by one year.

The reversal of impairments can result in a significant reduction to our deferred tax assets and the period over which these assets can be utilised. In the year ended 31 March 2022 a reversal of previous impairments of €6 billion (2021: €9 billion* - previously €12 billion) has arisen in Luxembourg. This represents taxable income against which the brought forward losses can be used. This is the main driver of the reduction in the losses, and the associated deferred tax asset, compared to the prior period.

The Luxembourg companies’ recurring profits are derived from the Group’s internal financing, centralised procurement, and international roaming activities. These activities have consistently generated taxable profits of over €1bn per annum throughout their existence. The Group has reviewed the latest 5 year forecasts for the Luxembourg companies, including their ability to continue to generate income beyond this period. The forecasts consider the impact of the current market conditions on the existing financing activities, including the current view of interest rates, levels of intragroup financing, as well as the future profits

Notes to the consolidated financial statements (continued)

generated from the procurement and roaming activities. The valuations take into account all information at the balance sheet date and the Group does not forecast potential future impairments or reversals of impairments.

This assessment also included a review of the commercial structures supporting the profits generated from these activities and considered the factors, under the Group’s control, which could impact the ability of these activities to generate taxable profits. We have assessed that the current structure continues to be sustainable under the tax laws substantively enacted at the balance sheet date and the Group’s intentions to keep these activities in Luxembourg remains unchanged.

Based on the current forecasts, €3,546 million (2021: €2,881 million) of the deferred tax asset is forecast to be used within the next 10 years, and €6,953 million (2021: €4,891 million) used within 20 years. The losses are projected to be fully utilised over the next 45 to 48 years. The decrease in the recovery period over the prior year is principally a result of higher interest rates, driving margins up on existing financing activities combined with the reversal of previously tax deductible impairments. These same factors also meant the Group recognised €699m of previously unrecognised deferred tax asset as the latest forecast show these losses will be used within 60 years. The Group previously did not recognise the asset as the losses were forecast to be used beyond 60 years.

An increase or decrease in the forecast income in Luxembourg in each year of 5%-10% would change the period over which the losses will be fully utilised by 2 to 5 years. The Group uses a change in forecast income to understand the impact that a change in interest rates or level of debt advanced by the Luxembourg companies could have on the recovery period of the losses.

Any future changes in tax law, including those driven by OECD, EU or domestic tax reforms or the structure of the Group could have a significant effect on the use of the Luxembourg losses, including the period over which these losses can be utilised. The Group has reviewed the OECD model rules and supporting commentary and does not anticipate a significant impact on its ability to continue to use our losses in Luxembourg. On the basis that future changes in tax laws are unknown, the profit forecasts assume that existing tax laws continue.

Based on the above factors the Group concludes that it is probable that the Luxembourg companies will continue to generate taxable profits in the future against which it will use these losses. In addition to the above, €13,298 million (2021; €12,975 million) of the Group’s Luxembourg losses expire after 12-17 years and no deferred tax asset is recognised as they will expire before we can use these losses. The remaining losses do not expire. We also have €9,136 million (2021: €9,136 million) of Luxembourg losses in a former Cable & Wireless Worldwide Group company, for which no deferred tax asset has been recognised as it is uncertain whether these losses will be utilised.

Deferred tax assets on losses in Germany

The Group has tax losses of €13,955 million (2021: €16,296 million) in Germany arising on the write down of investments in Germany in 2000. The losses are available to use against both German federal and trade tax liabilities and they do not expire. A deferred tax asset of €2,170 million (2021: €2,529 million) has been recognised in respect of these losses as we conclude it is probable that the German business will continue to generate taxable profits in the future against which we can utilise these losses. The Group has reviewed the latest forecasts for the German business which incorporate the unsystematic risks of operating in the telecommunications business (see page 146). In the period beyond the 5 year forecast we have reviewed the profits inherent in the terminal period and based on these and our expectations for the German business we believe it is probable the German losses will be fully utilised. Based on the current forecasts the losses will be fully utilised over the next 4 to 8 years. This period has decreased compared to the prior year as a result of restructuring the German businesses. A 5%-10% change in the forecast profits of the German business would alter the utilisation period by 1 year.

Deferred tax assets on losses in Spain

The Group has tax losses of €4,627 million (2021: €4,334 million) which are available to offset against the future profits of the Grupo Corporativo ONO business. The losses do not expire, and no deferred tax asset is recognised for these losses due to the trading environment in Spain.

Deferred tax assets in Italy

The Group has a recognised deferred tax asset of €411 million (2021: €162 million), including €71 million (2021: €27 million) relating to tax losses in Italy. The deferred tax asset increased in the year following a revaluation of the Italian business’s assets for tax purposes. The Italian business has historically been profitable and is forecasted to return to profitability, absent the impacts from the revaluation of assets, in the short term.

Other tax losses

The Group has losses amounting to €8,444 million (2021: €8,285 million) in respect of UK subsidiaries which are only available for offset against future capital gains and since it is uncertain whether these losses will be utilised, no deferred tax asset has

Notes to the consolidated financial statements (continued)

been recognised, as in the prior year. The remaining losses relate to a number of other jurisdictions across the Group. There are also €2,365 million (2021: €2,092 million) of unrecognised temporary differences relating to treasury items and other items.

Impact of climate risks

The recovery of the Group’s deferred tax assets is dependent on its forecasts of future profitability and the climate related risks identified on page 148 have been considered in the Group’s assessment of the recovery of those assets. The Group does not expect the climate related risks to have an impact on the ability of Luxembourg to continue to provide the internal financing, procurement, and roaming activities to other members of the Group.

Unremitted earnings

No deferred tax liability has been recognised in respect of a further €8,599 million (2021: €7,522 million) of unremitted earnings of subsidiaries because the Group is in a position to control the timing of the reversal of the temporary difference, and it is probable that such differences will not reverse in the foreseeable future. It is not practicable to estimate the amount of unrecognised deferred tax liabilities in respect of these unremitted earnings.

7. Discontinued operations and assets held for sale

The Group classifies certain of its assets that it expects to dispose as either discontinued operations or as held for sale.

The Group classifies non-current assets and assets and liabilities within disposal groups (‘assets’) as held for sale if the assets are available immediately for sale in their present condition, management is committed to a plan to sell the assets under usual terms, it is highly probable that their carrying amounts will be recovered principally through a sale transaction rather than through continuing use and the sale is expected to be completed within one year from the date of the initial classification.

Assets and liabilities classified as held for sale are presented separately as current items in the consolidated statement of financial position and are measured at the lower of their carrying amount and fair value less costs to sell. Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale; this also applies in respect of assets held by equity accounted associates and joint ventures.

Where operations constitute a separately reportable segment (see note 2 ‘Revenue disaggregation and segmental analysis’) and have been disposed of, or are classified as held for sale, the Group classifies such operations as discontinued.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the Group consolidated income statement. Discontinued operations are also excluded from segment reporting. All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise.

Discontinued operations

The Group did not have any discontinued operations in the year ended 31 March 2022 or the comparative years ended 31 March 2021 and 31 March 2020.

Assets held for sale

Assets held for sale at 31 March 2022 comprise the Group’s 21.0% interest in Indus Towers (2021: 28.1%). The Group’s interest in Indus Towers has been provided as security against both certain bank borrowings (see note 21 ‘Borrowings’) and partly to the pledges provided to the new Indus Towers entity under the terms of the merger between erstwhile Indus Towers and Bharti Infratel (see note 29 ‘Contingent liabilities and legal proceedings’).

The relevant assets are detailed in the table below.

2022

2021

    

€m

    

€m

Non-current assets

 

  

 

  

Investments in associates and joint ventures

959

1,257

Assets held for sale

 

959

 

1,257

Notes to the consolidated financial statements (continued)

8. Earnings per share

Basic earnings per share is the amount of profit generated for the financial year attributable to equity shareholders divided by the weighted average number of shares in issue during the year.

    

2022
 Millions

    

2021
 Millions

    

2020
Millions

Weighted average number of shares for basic earnings per share

 

29,012

 

29,592

 

29,422

Effect of dilutive potential shares: restricted shares and share options

 

97

91

 

Weighted average number of shares for diluted earnings per share

 

29,109

 

29,683

 

29,422

2022

2021

2020

 

€m

€m

€m

 

Profit/(loss) for earnings per share from continuing operations

 

2,088

 

112

 

(920)

 

Profit/(loss) for basic and diluted earnings per share

 

2,088

 

112

 

(920)

 

 

eurocents

 

eurocents

 

eurocents

 

Basic earnings/(loss) per share from continuing operations

 

7.20

c

0.38

c

(3.13)

c

Basic earnings/(loss) per share

7.20

c

0.38

c

(3.13)

c

eurocents

eurocents

eurocents

Diluted earnings/(loss) per share from continuing operations

7.17

c

0.38

c

(3.13)

c

Diluted earnings/(loss) per share

7.17

c

0.38

c

(3.13)

c

9. Equity dividends

Dividends are one type of shareholder return, historically paid to our shareholders in February and August.

2022

2021

2020

€m

€m

€m

Declared during the financial year

 

  

 

  

 

  

Final dividend for the year ended 31 March 2021: 4.50 eurocents per share (2020: 4.50 eurocents per share, 2019: 4.16 eurocents per share)

 

1,254

 

1,205

 

1,112

Interim dividend for the year ended 31 March 2022: 4.50 eurocents per share (2021: 4.50 eurocents per share, 2020: 4.50 eurocents per share)

1,229

1,207

1,205

2,483

2,412

2,317

Proposed after the end of the year and not recognised as a liability

Final dividend for the year ended 31 March 2022: 4.50 eurocents per share (2021: 4.50 eurocents per share, 2020: 4.50 eurocents per share)

1,265

1,260

1,205

10. Intangible assets

The statement of financial position contains significant intangible assets, mainly in relation to goodwill and licences and spectrum. Goodwill, which arises when we acquire a business and pay a higher amount than the fair value of its net assets primarily due to the synergies we expect to create, is not amortised but is subject to annual impairment reviews. Licences and spectrum are amortised over the life of the licence. For further details see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation ‘ to the consolidated financial statements.

Accounting policies

Identifiable intangible assets are recognised when the Group controls the asset, it is probable that future economic benefits attributed to the asset will flow to the Group and the cost of the asset can be reliably measured. Identifiable intangible assets are

Notes to the consolidated financial statements (continued)

recognised at fair value when the Group completes a business combination. The determination of the fair values of the separately identified intangibles, is based, to a considerable extent, on management’s judgement.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition.

Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may be impaired. Goodwill is denominated in the currency of the acquired entity and revalued to the closing exchange rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised directly in the income statement.

On disposal of a subsidiary or a joint arrangement, the attributable amount of goodwill is included in the determination of the profit or loss recognised in the income statement on disposal.

Finite lived intangible assets

Intangible assets with finite lives are stated at acquisition or development cost, less accumulated amortisation. The amortisation period and method is reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.

Licence and spectrum fees

Amortisation periods for licence and spectrum fees are determined primarily by reference to the unexpired licence period, the conditions for licence renewal and whether licences are dependent on specific technologies. Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives from the commencement of related network services.

Computer software

Computer software comprises software purchased from third parties as well as the cost of internally developed software. Computer software licences are capitalised on the basis of the costs incurred to acquire and bring into use the specific software. Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and are probable of producing future economic benefits, are recognised as intangible assets. Direct costs of software development include employee costs and directly attributable overheads.

Software integral to an item of hardware equipment is classified as property, plant and equipment.

Costs associated with maintaining software programs are recognised as an expense when they are incurred.

Amortisation is charged to the income statement on a straight-line basis over the estimated useful life from the date the software is available for use.

Other intangible assets

Other intangible assets, including brands and customer bases, are recorded at fair value at the date of acquisition. Amortisation is charged to the income statement, over the estimated useful lives of intangible assets from the date they are available for use, on a straight-line basis. The amortisation basis adopted for each class of intangible asset reflects the Group’s consumption of the economic benefit from that asset.

Estimated useful lives

The estimated useful lives of finite lived intangible assets are as follows:

– Licence and spectrum fees

  

3 – 40 years

– Computer software

3 – 5 years

– Brands

1 – 10 years

– Customer bases

2 – 32 years

Notes to the consolidated financial statements (continued)

    

    

Licence and

    

Computer

    

Customer

    

    

Goodwill

spectrum fees1

software

bases

Other

Total

€m

€m

€m

€m

€m

€m

Cost

 

  

 

  

 

  

 

  

 

  

1 April 2020

 

99,170

 

32,691

 

16,768

11,964

 

453

 

161,046

Exchange movements

 

107

 

234

 

43

144

11

 

539

Arising on acquisition

 

87

 

 

200

 

 

287

Additions

 

 

896

 

2,462

1

 

8

 

3,367

Disposals

 

 

(293)

 

(1,651)

(1)

 

(2)

 

(1,947)

Other

 

 

 

211

 

(4)

 

207

31 March 2021

 

99,364

 

33,528

 

17,833

12,308

 

466

 

163,499

Exchange movements

(21)

(148)

(60)

80

1

(148)

Arising on acquisition

(10)

54

44

Additions

901

2,727

7

3,635

Disposals

(356)

(2,823)

(1)

(3,180)

Other

1

36

(10)

27

31 March 2022

99,333

33,926

17,713

12,442

463

163,877

Accumulated impairment losses and amortisation

 

  

 

  

 

  

 

 

  

1 April 2020

 

67,792

 

20,360

 

11,737

6,705

 

443

 

107,037

Exchange movements

 

(159)

 

255

 

3

131

 

11

 

241

Amortisation charge for the year

1,721

2,210

488

2

4,421

Disposals

 

 

(293)

 

(1,643)

 

(1)

 

(1,937)

Other

 

 

 

189

 

(1)

 

188

31 March 2021

 

67,633

 

22,043

 

12,496

7,324

 

454

 

109,950

Exchange movements

(184)

(35)

(72)

70

1

(220)

Amortisation charge for the year

1,306

2,225

509

4

4,044

Disposals

(351)

(2,821)

(1)

(3,173)

Other

39

(7)

32

31 March 2022

67,449

22,963

11,867

7,903

451

110,633

Net book value

 

  

 

  

 

  

 

  

 

  

31 March 2021

 

31,731

 

11,485

 

5,337

4,984

 

12

 

53,549

31 March 2022

31,884

10,963

5,846

4,539

12

53,244

Note:

1

Includes €229 million in relation to licences and spectrum issued in the UK, which was settled from a deposit made in the year ended 31 March 2021 as part of the auction process. The consolidated statement of cash flows for the year ended 31 March 2022 includes a return of €167 million in relation to the portion of the deposit refunded.

For licences and spectrum fees and other intangible assets, amortisation is included within the cost of sales line within the consolidated income statement. Included in the net book value of computer software are assets in the course of construction, which are not depreciated, with a cost of €1,955m (2021: €1,541m).

The net book value and expiry dates of the most significant licences are as follows:

    

    

2022

    

2021

Expiry dates

€m

€m

Germany

 

2025/2033/2040

 

3,270

 

3,564

Italy

 

2029/2037

 

3,415

 

3,429

UK

 

2023/2033/2038/2041

 

1,209

 

1,383

Spain

2028/2030/2031/2038/2041

809

567

The remaining amortisation period for each of the licences in the table above corresponds to the expiry date of the respective licence. A summary of the Group’s most significant spectrum licences can be found on page 247.

Notes to the consolidated financial statements (continued)

11. Property, plant and equipment

The Group makes significant investments in network equipment and infrastructure – the base stations and technology required to operate our networks – that form the majority of our tangible assets. All assets are depreciated over their useful economic lives. For further details on the estimation of useful economic lives, see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation ‘to the consolidated financial statements.

Accounting policies

Land and buildings held for use are stated in the statement of financial position at their cost, less any accumulated depreciation and any accumulated impairment losses.

Amounts for equipment, fixtures and fittings, which includes network infrastructure assets are stated at cost less accumulated depreciation and any accumulated impairment losses.

Assets in the course of construction are carried at cost, less any recognised impairment losses. Depreciation of these assets commences when the assets are ready for their intended use.

The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation. Depreciation is charged so as to write off the cost of assets, other than land, using the straight-line method, over their estimated useful lives, as follows:

Land and buildings

– Freehold buildings

  

25 - 50 years

– Leasehold premises

the term of the lease

Equipment, fixtures and fittings

– Network infrastructure and other

  

1 - 35 years

Depreciation is not provided on freehold land.

Right-of-use assets arising from the Group's lease arrangements are depreciated over their reasonably certain lease term, as determined under the Group's leases policy (see note 20 ‘Leases’ and ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 for details).

Notes to the consolidated financial statements (continued)

The gain or loss arising on the disposal, retirement or granting of a finance lease on an item of property, plant and equipment is determined as the difference between any proceeds from sale or receivables arising on a lease and the carrying amount of the asset and is recognised in the income statement.

    

    

Equipment,

    

Land and

fixtures

buildings

and fittings

Total

€m

€m

€m

Cost

 

  

 

  

 

  

1 April 2020

 

2,261

 

72,305

 

74,566

Exchange movements

 

25

 

188

 

213

Arising on acquisition

 

74

 

19

 

93

Additions

 

47

 

5,666

 

5,713

Disposals

 

(100)

(2,512)

 

(2,612)

Other

 

8

 

308

 

316

31 March 2021

 

2,315

 

75,974

 

78,289

Exchange movements

1

(265)

(264)

Arising on acquisition

(74)

44

(30)

Additions

41

5,845

5,886

Disposals

(200)

(2,280)

(2,480)

Other

263

2

265

31 March 2022

2,346

79,320

81,666

Accumulated depreciation and impairment

 

  

 

  

 

  

1 April 2020

 

1,269

 

44,933

 

46,202

Exchange movements

 

8

 

114

 

122

Charge for the year

 

39

 

5,727

 

5,766

Disposals

 

(97)

 

(2,448)

 

(2,545)

Other

 

(3)

 

77

 

74

31 March 2021

 

1,216

 

48,403

 

49,619

Exchange movements

3

(171)

(168)

Charge for the year

117

5,740

5,857

Disposals

(191)

(2,240)

(2,431)

Other

224

(223)

1

31 March 2022

1,369

51,509

52,878

Net book value

 

  

 

  

 

  

31 March 2021

 

1,099

 

27,571

 

28,670

31 March 2022

977

27,811

28,788

Included in the net book value of land and buildings and equipment, fixtures and fittings are assets in the course of construction, which are not depreciated, with a cost of €12 million (2021: €15 million) and €2,353 million (2021: €2,243 million) respectively. Also included in the book value of equipment, fixtures and fittings are assets leased out by the Group under operating leases, with a cost of €2,998 million (2021: €2,930 million), accumulated depreciation of €2,050 million (2021: €1,828 million) and net book value of €948 million (2021: €1,102 million).

Right-of-use assets arising from the Group’s lease arrangements are recorded within property, plant and equipment:

    

2022

    

2021

€m

€m

Property, plant and equipment (owned assets)

 

28,788

 

28,670

Right-of-use assets1

 

12,016

 

12,573

31 March

 

40,804

 

41,243

Note:

1

Additions of €3,828 million (2021: €5,306 million) and a depreciation charge of €3,944 million (2021: €3,914 million) were recorded in respect of right-of-use assets during the year to 31 March 2022.

Notes to the consolidated financial statements (continued)

12. Investments in associates and joint arrangements

The Group holds interests in associates in Kenya and in India, where we have significant influence, as well as in a number of joint arrangements in the UK, Italy, the Netherlands, India and Australia, where we share control with one or more third parties. For further details see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation ‘to the consolidated financial statements.

Accounting policies

Interests in joint arrangements

A joint arrangement is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control; that is, when the relevant activities that significantly affect the investee’s returns require the unanimous consent of the parties sharing control. Joint arrangements are either joint operations or joint ventures.

Gains or losses resulting from the contribution or sale of a subsidiary as part of the formation of a joint arrangement are recognised in respect of the Group’s entire equity holding in the subsidiary.

Joint operations

A joint operation is a joint arrangement whereby the parties that have joint control have the rights to the assets, and obligations for the liabilities, relating to the arrangement or that other facts and circumstances indicate that this is the case. The Group’s share of assets, liabilities, revenue, expenses and cash flows are combined with the equivalent items in the financial statements on a line-by-line basis.

Any goodwill arising on the acquisition of the Group’s interest in a joint operation is accounted for in accordance with the Group’s accounting policy for goodwill arising on the acquisition of a subsidiary.

Joint ventures

A joint venture is a joint arrangement whereby the parties that have joint control have the rights to the net assets of the arrangement.

At the date of acquisition, any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the joint venture is recognised as goodwill. The goodwill is included within the carrying amount of the investment.

The results and assets and liabilities of joint ventures, other than those joint ventures or part thereof that are held for sale (see note 7 ‘Discontinued operations and assets and liabilities held for sale’), are incorporated in the consolidated financial statements using the equity method of accounting. Under the equity method, investments in joint ventures are carried in the consolidated statement of financial position at cost adjusted for post-acquisition changes in the Group’s share of the net assets of the joint venture, less any impairment in the value of the investment. The Group’s share of post-tax profits or losses are recognised in the consolidated income statement. Losses of a joint venture in excess of the Group’s interest in that joint venture are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.

Associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint arrangement.

Significant influence is the power to participate in the financial and operating policy decisions of the investee but where the Group does not have control or joint control over those policies.

At the date of acquisition, any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate is recognised as goodwill. The goodwill is included within the carrying amount of the investment.

The results and assets and liabilities of associates are incorporated in the consolidated financial statements using the same equity method of accounting used for joint ventures, described above.

Notes to the consolidated financial statements (continued)

Joint operations

The Company’s principal joint operation has share capital consisting solely of ordinary shares and is indirectly held, and principally operates in the UK. The financial and operating activities of the operation are jointly controlled by the participating shareholders and are primarily designed for all but an insignificant amount of the output to be consumed by the shareholders.

    

    

Country of

Percentage

    

Percentage

incorporation or

shareholding1

shareholding1

Name of joint operation

Principal activity

registration

2022

2021

Cornerstone Telecommunications Infrastructure Limited

 

Network infrastructure

 

UK

50.0

 

50.0

Note:

1Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent.

Joint ventures and associates

2022

2021

€m

€m

Investments in joint ventures

 

3,781

 

4,249

Investments in associates

 

487

 

421

31 March

 

4,268

 

4,670

Joint ventures

The financial and operating activities of the Group’s joint ventures are jointly controlled by the participating shareholders. The participating shareholders have rights to the net assets of the joint ventures through their equity shareholdings. Unless otherwise stated, the Company’s principal joint ventures all have share capital consisting solely of ordinary shares and are all indirectly held. The country of incorporation or registration of all joint ventures is also their principal place of operation.

    

    

Country of

    

Percentage

    

Percentage

incorporation or

shareholdings1

shareholdings1

Name of joint venture

Principal activity

registration

2022

2021

Infrastructture Wireless Italiane (INWIT) S.p.A.2

Network infrastructure

Italy

33.2

33.2

VodafoneZiggo Group Holding B.V.

 

Network operator

 

Netherlands

50.0

 

50.0

TPG Telecom Limited3

Network operator

Australia

25.1

25.1

Vodafone Idea Limited4

Network operator

India

47.6

44.4

Notes:

1Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent.
2At 31 March 2022 the fair value of the Group’s interest in INWIT S.p.A. was €3,238 million (2021: €3,026 million) based on the quoted share price on the Milan Stock Exchange.
3At 31 March 2022 the fair value of the Group’s interest in TPG Telecom Limited was AUD 2,818 million (€1,902 million) (2021: AUD 2,948 million (€1,911 million)) based on the quoted share price on ASX.
4At 31 March 2022 the fair value of the Group’s interest in Vodafone Idea Limited was INR 148 billion (€1,750 million) (2021: INR 118 billion (€1,373 million)) based on the quoted share price on the National Stock Exchange of India.

Vodafone Idea Limited

The Group’s carrying value in Vodafone Idea Limited (‘VIL’) reduced to €nil at 30 September 2019. The Group’s share of VIL’s losses not recognised at 31 March 2022 is €5,120 million (31 March 2021: €3,562 million). Significant uncertainties exist in relation to VIL’s ability to generate the cash flow it requires to settle or its ability to refinance its liabilities and guarantees as they fall due (see note 29 ‘Contingent liabilities and legal proceedings’).

The value of the Group’s 21.0% shareholding in Indus Towers Limited is, in part, dependent on the income generated by Indus Towers Limited from tower rentals to major customers, including VIL. Any inability of these major customers to pay such amounts in the future may result in an impairment in the carrying value (31 March 2022: €1.0 billion) of the Group’s investment in Indus Towers Limited.

TPG Telecom Limited

TPG Telecom Limited is listed on the Australian Securities Exchange (‘ASX’). Vodafone and Hutchison Telecommunications (Australia) Limited each own an economic interest of 25.05%, with the remaining 49.9% listed as free float on the ASX. The financial information presented in the tables below includes debt held within the structure that holds the Group’s interest in TPG.

The following table provides aggregated financial information for the Group’s joint ventures as it relates to the amounts recognised in the income statement, statement of comprehensive income and statement of financial position.

Notes to the consolidated financial statements (continued)

INWIT S.p.A.

Financial information presented for INWIT S.p.A. for the years to 31 March 2022 and 31 March 2021 is based on INWIT S.p.A’s financial results and financial position as at 31 December 2021 and 31 December 2020, respectively, being the latest financial information available to the Group on completing the financial statements for each year.

Profit/(loss) from

Investment in joint ventures

continuing operations2

2022

2021

2022

2021

2020

€m

€m

€m

€m

€m

INWIT S.p.A.

 

2,851

 

2,920

 

27

 

3

 

VodafoneZiggo Group Holding B.V.

822

1,190

(19)

(232)

(64)

TPG Telecom Limited1

84

104

(5)

98

(35)

Indus Towers Limited

 

 

 

 

 

19

Vodafone Idea Limited

 

 

 

 

 

(2,546)

Other

 

24

 

35

 

(14)

 

(15)

 

(125)

Total

 

3,781

 

4,249

 

(11)

 

(146)

 

(2,751)

Notes:

1

Amounts presented reflect Vodafone Hutchison Australia Pty Limited results only until the date of the merger with TPG Telecom Limited on 26 June 2020, subsequent of which the combined results are presented.

2

Total Other comprehensive (expense)/income is not materially different to profit/(loss) from continuing operations.

Summarised financial information

Summarised financial information for each of the Group’s material joint ventures on a 100% ownership basis is set out below.

Financial information presented for the year to, and as at 31 March 2021, has been updated to reflect the release of full year financial information by VIL. As disclosed above, the Group’s investment in VIL was reduced to €nil in the year ended 31 March 2020 and the Group has not recorded any profit or loss in respect of its share of VIL’s results since that date.

    

INWIT S.p.A.

    

VodafoneZiggo Group Holding B.V.

2022

2021

2020

2022

2021

2020

€m

€m

€m

€m

€m

€m

Income statement

Revenue

 

785

562

 

4,056

 

4,010

 

3,948

Operating expenses

(70)

(46)

(2,104)

(2,058)

(2,163)

Depreciation and amortisation

 

(513)

(398)

 

(1,592)

 

(1,658)

 

(1,528)

Other income

25

Operating profit

202

118

360

319

257

Interest income

 

 

 

 

Interest expense

 

(90)

(101)

 

(276)

 

(658)

 

(343)

Profit/(loss) before tax

112

17

84

(339)

(86)

Income tax expense

 

(30)

(7)

 

(121)

 

(125)

 

(42)

Profit/(loss) from continuing operations1

 

82

10

 

(37)

 

(464)

 

(128)

TPG Telecom Limited

Vodafone Idea Limited

    

2022

2021

2020

    

2022

    

2021

    

2020

€m

€m

€m

€m

€m

€m

Income statement

 

  

 

  

 

  

 

  

Revenue

 

3,375

3,010

2,108

 

4,450

 

4,847

 

5,704

Operating expenses

 

(2,292)

(2,096)

(1,489)

 

(2,802)

 

(3,133)

 

(4,938)

Depreciation and amortisation

 

(914)

(769)

(508)

 

(2,390)

 

(2,442)

 

(2,426)

Other income

 

 

(34)

 

(2,135)

 

(6,627)

Operating profit/(loss)

 

169

145

111

 

(776)

 

(2,863)

 

(8,287)

Interest income

 

1

4

 

14

 

32

 

147

Interest expense

 

(122)

(201)

(256)

 

(2,297)

 

(2,035)

 

(1,740)

Profit/(loss) before tax

 

47

(55)

(141)

 

(3,059)

 

(4,866)

 

(9,880)

Income tax (expense)/credit

(27)

495

2

Profit/(loss) from continuing operations1

 

20

440

(141)

 

(3,057)

 

(4,866)

(9,880)

Note:

1Total Other comprehensive income/(expense) is not materially different to profit/(loss) from continuing operations.

Notes to the consolidated financial statements (continued)

    

INWIT S.p.A.

    

VodafoneZiggo Group Holding B.V.

2022

2021

2022

2021

€m

€m

€m

€m

Statement of financial position

 

  

 

 

  

 

  

Non-current assets

 

14,532

 

14,422

 

16,521

 

16,978

Current assets

 

270

 

256

 

739

 

911

Total assets

 

14,802

 

14,678

 

17,260

 

17,889

Equity shareholders’ funds

 

8,595

 

8,801

 

1,643

 

2,380

Non-current liabilities

 

5,672

 

5,536

 

13,187

 

13,025

Current liabilities

 

535

 

341

 

2,430

 

2,484

Cash and cash equivalents within current assets

 

96

 

120

 

190

 

330

Non-current liabilities excluding trade and other payables and provisions

 

5,420

 

5,314

 

13,007

 

12,466

Current liabilities excluding trade and other payables and provisions

 

319

 

185

 

1,282

 

1,154

    

TPG Telecom Limited

    

Vodafone Idea Limited1

2022

2021

2022

2021

€m

€m

€m

€m

Statement of financial position

 

  

 

  

 

  

 

  

Non-current assets

 

10,638

 

10,272

 

17,267

 

17,975

Current assets

 

898

 

679

 

2,693

 

2,648

Total assets

 

11,536

 

10,951

 

19,960

 

20,623

Equity shareholders’ funds

 

3,129

 

3,121

 

(10,214)

 

(7,457)

Non-current liabilities

 

7,227

 

6,884

 

23,266

 

20,769

Current liabilities

 

1,180

 

946

 

6,908

 

7,315

Cash and cash equivalents within current assets

 

435

 

268

 

365

 

260

Non-current liabilities excluding trade and other payables and provisions

 

7,173

 

6,825

 

23,241

 

14,187

Current liabilities excluding trade and other payables and provisions

 

121

 

83

 

3,334

 

3,914

Note:

1

Includes certain amounts subject to an adjustment mechanism agreed as part of the formation of Vodafone Idea Limited. See note 29 ‘Contingent liabilities and legal proceedings’ for more detail.

The Group received dividends in the year ended 31 March 2022 from VodafoneZiggo Group Holding B.V. of €350 million (2021: €209 million, 2020: €148 million), from INWIT S.p.A of €96 million (2021: €42 million, 2020: €nil) and from TPG Telecom Ltd of €22 million (2021: €nil, 2020: nil).

Reconciliation of summarised financial information

The reconciliation of summarised financial information presented to the carrying amount of our interest in joint ventures is set out below:

INWIT S.p.A.

VodafoneZiggo Group Holding B.V.

    

2022

    

2021

    

2020

    

2022

    

2021

    

2020

€m

€m

€m

€m

€m

€m

Equity shareholders’ funds

 

8,595

 

8,801

 

 

1,643

 

2,380

 

Interest in joint ventures1

 

2,851

 

2,920

 

 

822

 

1,190

 

Carrying value

2,851

2,920

822

1,190

Profit/(loss) from continuing operations

82

10

(37)

(464)

(128)

Share of profit/(loss)1

27

3

(19)

(232)

(64)

Share of profit/(loss)

 

27

 

3

 

 

(19)

 

(232)

 

(64)

Notes to the consolidated financial statements (continued)

TPG Telecom Limited

Vodafone Idea Limited

2022

2021

2020

2022

2021

2020

    

€m

    

€m

    

€m

    

€m

    

€m

    

€m

Equity shareholders’ funds/(deficit)

 

3,129

 

3,121

 

 

(10,214)

 

(7,457)

 

Interest in joint ventures1

 

27

50

 

(4,863)

(3,310)

Impairment

 

 

(257)

(252)

Goodwill

 

57

54

 

Investment proportion not recognised

 

 

5,120

3,562

Carrying value

 

84

 

104

 

 

 

 

Profit/(loss) from continuing operations

 

20

440

(141)

 

(3,057)

(4,866)

(9,880)

Share of (loss)/profit1

(5)

98

(70)

(1,357)

(2,160)

(4,386)

Share of loss not recognised

 

35

 

1,357

2,160

1,840

Share of (loss)/profit1

 

(5)

98

(35)

 

(2,546)

Note:

1

The Group’s effective ownership percentages of Vodafone Idea Limited, VodafoneZiggo Group Holding B.V., Inwit S.p.A. and TPG Telecom Limited are 47.6%, 50.0%, 33.2% and 25.1% respectively, rounded to the nearest tenth of one percent.

Associates

Unless otherwise stated, the Company’s principal associates all have share capital consisting solely of ordinary shares and are all indirectly held. The country of incorporation or registration of all associates is also their principal place of operation.

    

    

Country of

    

Percentage

 

Percentage

incorporation or

shareholding1

 

shareholding1

Name of associate

Principal activity

registration

2022

 

2021

Indus Towers Limited2

Network infrastructure

India

21.0

28.1

Safaricom PLC3

 

Network operator

 

Kenya

 

40.0

40.0

Notes:

1Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent.
2At 31 March 2022, the fair value of the Group’s interest in Indus Towers Limited was INR 126 billion (€1,494 million) (2021: INR 186 billion (€2,161 million)) based on the closing quoted share price on the National Stock Exchange of India.
3At 31 March 2022, the fair value of the Group’s interest in Safaricom PLC was KES 546 billion (€4,270 million) (2021: KES 580 billion (€4,513 million)) based on the closing quoted share price on the Nairobi Stock Exchange. The Group also holds two non-voting shares.

The tables below and overleaf provide aggregated financial information for the Group’s associates as it relates to the amounts recognised in the income statement, statement of comprehensive income and consolidated statement of financial position.

Investment in associates

Profit from continuing operations1

2022

2021

2022

2021

2020

€m

€m

€m

€m

€m

Safaricom PLC

428

421

217

217

247

Indus Towers Limited1

274

Other

59

5

(3)

(1)

Total

 

487

 

421

 

222

488

 

246

Note:

1.

Indus Towers Limited was classified as held for sale at 31 March 2022 and 31 March 2021. See note 7 'Discontinued operations and assets held for sale'.

Notes to the consolidated financial statements (continued)

Safaricom PLC

Indus Towers Limited

2022

2021

2020

2022

2021

2020

€m

€m

€m

€m

€m

€m

Income statement

Revenue

    

2,318

    

2,083

    

2,310

    

3,122

    

2,421

    

2,365

Operating expenses

 

(1,164)

 

(1,030)

 

(1,122)

 

(1,480)

 

(1,247)

 

(1,336)

Depreciation and amortisation

 

(309)

 

(299)

 

(295)

 

(598)

 

(477)

 

(268)

Other income/(expense)

 

 

 

 

 

412

 

(592)

Operating profit

 

845

 

754

 

893

 

1,044

 

1,109

 

169

Interest income

 

9

 

12

 

26

 

 

61

 

32

Interest expense

 

(59)

 

(27)

 

(18)

 

(140)

 

(194)

 

(196)

Profit before tax

 

795

 

739

 

901

 

904

 

976

 

5

Income tax (expense)/credit

 

(270)

 

(197)

 

(282)

 

(272)

 

(168)

 

39

Profit from continuing operations and total comprehensive income

525

542

619

632

808

44

Attributable to:

- Owners of the parent

542

542

619

632

808

44

- Non-controlling interests

 

(17)

 

 

 

 

 

Statement of financial position

 

  

 

  

 

  

 

  

 

  

 

  

Non-current assets

 

2,173

 

1,333

 

  

 

5,359

 

5,271

 

  

Current assets

 

510

 

438

 

  

 

1,685

 

1,198

 

  

Total assets

 

2,683

 

1,771

 

  

 

7,044

 

6,469

 

  

Equity shareholders' funds

 

1,066

 

1,045

 

  

 

3,774

 

3,083

 

  

Non-controlling interests

312

Non-current liabilities

 

558

 

131

 

  

 

2,101

 

1,936

 

  

Current liabilities

 

747

 

595

 

  

 

1,169

 

1,450

 

  

Cash and cash equivalents within current assets

 

241

 

208

 

  

 

278

 

230

 

  

Non-current liabilities excluding trade and other payables and provisions

 

465

 

93

 

  

 

1,795

 

1,656

 

  

Current liabilities excluding trade and other payables and provisions

 

241

 

149

 

  

 

638

 

906

 

  

The reconciliation of summarised financial information presented to the carrying amount of our interest in the associate is set out below.

Equity shareholders' funds

    

1,066

    

1,045

    

  

    

3,774

    

3,083

    

  

Interest in associates

 

425

 

418

 

  

 

794

 

867

 

  

Goodwill

 

3

 

3

 

  

 

261

 

342

 

  

Transferred to assets held for sale

 

 

 

  

 

(959)

 

(1,257)

 

  

Investment proportion not recognised

 

 

 

  

 

(96)

 

48

 

  

Carrying value

 

428

 

421

 

  

 

 

 

  

Profit from continuing operations

 

542

 

542

 

619

 

632

 

808

 

44

Share of profit

 

217

 

217

 

247

 

178

 

306

 

19

Share of profit not recognised

 

 

 

 

(178)

 

(32)

 

Share of profit

 

217

 

217

 

247

 

 

274

 

19

During the year ended 31 March 2022, the Group received a dividend from Indus Towers Limited of €nil (2021: €201 million, 2020: €nil) and a dividend from Safaricom PLC of €170 million (2021: €171 million, 2020: €261 million).

Notes to the consolidated financial statements (continued)

13. Other investments

The Group holds a number of other listed and unlisted investments, mainly comprising managed funds, deposits and government bonds.

Accounting policies

Other investments comprising debt and equity instruments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, including transaction costs.

Debt securities that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost using the effective interest method, less any impairment. Debt securities that do not meet the criteria for amortised cost are measured at fair value through profit and loss.

Equity securities are classified and measured at fair value through other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following derecognition of the investment.

2022

2021

€m

€m

Included within non-current assets

 

  

 

  

Equity securities1

 

143

 

128

Debt securities2

 

930

 

797

 

1,073

 

925

Included within current assets

 

  

 

  

Short-term investments:

 

  

 

  

Bonds and debt securities3

 

1,446

 

1,053

Managed investment funds1

 

3,349

 

2,954

4,795

4,007

Collateral assets4

698

3,107

Other investments5

 

2,438

 

2,045

 

7,931

 

9,159

Notes:

1

Items measured at a fair value, €91 million (2021: €nil) of equity securities have a valuation basis of level 1 classification, which comprises financial instruments where fair value is determined by unadjusted quoted prices in active markets for identical assets and liabilities. The remaining items are measured at fair value and the basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

2

Items are measured at amortised cost and have a fair value of €830 million (2021: €788 million) with a valuation basis of level 1 classification.

3

Items are measured at fair value and the valuation basis is level 1 classification.

4

Items are measured at amortised cost and the carrying amount approximates fair value.

5

Includes investments measured at a fair value of €1,460 million (2021: €1,057 million). The valuation basis is level 1. The remaining items are measured at amortised cost and the carrying amount approximates fair value.

Non-current debt securities within non-current assets include €885 million (2021: €764 million) of loan notes issued by VodafoneZiggo Holding B.V.

The Group invests surplus cash positions across a portfolio of short-term investments to manage liquidity and credit risk whilst achieving suitable returns. Collateral arrangements on derivative financial instruments result in cash being paid/(held), repayable when the derivatives are settled. These assets do not meet the definition of cash and cash equivalents but are included in the Group’s net debt based on their liquidity.

Bonds and debt securities includes €681 million(2021: €nil) of highly liquid Japanese; €nil (2021: €499 million) German; €501 million (2021: €nil) Belgian; €200 million (2021: €554 million) French government securities and €64 million (2021: €nil) of UK government bonds.

Managed investment funds of €3,349 million (2021: €2,954 million) are in funds with liquidity of up to 90 days.

Collateral assets of €698 million (2021: €3,107 million) represents collateral paid on derivative financial instruments.

Other investments are excluded from net debt based on their liquidity and primarily consist of restricted debt securities including amounts held in qualifying assets by Group insurance companies to meet regulatory requirements.

Notes to the consolidated financial statements (continued)

14. Trade and other receivables

Trade and other receivables mainly consist of amounts owed to us by customers and amounts that we pay to our suppliers in advance. Derivative financial instruments with a positive market value are reported within this note as are contract assets, which represent an asset for accrued revenue in respect of goods or services delivered to customers for which a trade receivable does not yet exist, and finance lease receivables recognised where the Group acts as a lessor. See note 20 ‘Leases’ for more information on the Group's leasing activities.

Accounting policies

Trade receivables represent amounts owed by customers where the right to receive payment is conditional only on the passage of time. Trade receivables that are recovered in instalments from customers over an extended period are discounted at market rates and interest revenue is accreted over the expected repayment period. Other trade receivables do not carry any interest and are stated at their nominal value. When the Group establishes a practice of selling portfolios of receivables from time to time these portfolios are recorded at fair value through other comprehensive income; all other trade receivables are recorded at amortised cost.

The carrying value of all trade receivables, contract assets and finance lease receivables recorded at amortised cost is reduced by allowances for lifetime estimated credit losses. Estimated future credit losses are first recorded on the initial recognition of a receivable and are based on the ageing of the receivable balances, historical experience and forward looking considerations. Individual balances are written off when management deems them not to be collectible.

2022

2021

€m

€m

Included within non-current assets

 

  

 

  

Trade receivables

 

34

 

52

Trade receivables held at fair value through other comprehensive income

 

606

 

278

Net investment in leases

134

104

Contract assets

495

528

Contract-related costs

630

580

Other receivables

 

37

 

76

Prepayments

 

231

 

247

Derivative financial instruments1

 

4,216

 

2,912

 

6,383

 

4,777

Included within current assets

 

 

Trade receivables

3,300

3,625

Trade receivables held at fair value through other comprehensive income

 

802

 

466

Net investment in leases

66

36

Contract assets

 

3,056

 

3,038

Contract-related costs

 

1,403

 

1,364

Amounts owed by associates and joint ventures

241

184

Other receivables

 

869

 

889

Prepayments

 

872

 

1,082

Derivative financial instruments1

 

410

 

239

 

11,019

 

10,923

Note:

1

Items are measured at fair value and the valuation basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

The Group’s trade receivables and contract assets are classified at amortised cost unless stated otherwise and are measured after allowances for future expected credit losses, see note 22 ‘Capital and financial risk management’ for more information on credit risk.

The carrying amounts of trade and other receivables, which are measured at amortised cost, approximate their fair value and are predominantly non-interest bearing.

Notes to the consolidated financial statements (continued)

The Group’s contract-related costs comprise €1,967 million (2021: €1,883 million) relating to costs incurred to obtain customer contracts and €66 million (2021: €61 million) relating to costs incurred to fulfil customer contracts; an amortisation and impairment expense of €1,517 million (2021: €1,497 million) was recognised in operating profit during the year.

The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate market interest rates and foreign currency rates prevailing at 31 March.

15. Trade and other payables

Trade and other payables mainly consist of amounts owed to suppliers that have been invoiced or are accrued and contract liabilities relating to consideration received from customers in advance. They also include taxes and social security amounts due in relation to the Group’s role as an employer. Derivative financial instruments with a negative market value are reported within this note.

Accounting policies

Trade payables are not interest-bearing and are stated at their nominal value.

2022

2021

€m

€m

Included within non-current liabilities

 

  

 

  

Other payables

 

452

 

424

Accruals

 

28

 

47

Contract liabilities

 

530

 

519

Derivative financial instruments1

 

1,506

 

3,919

 

2,516

 

4,909

Included within current liabilities

Trade payables

 

7,327

 

6,739

Amounts owed to associates and joint ventures

 

40

 

36

Other taxes and social security payable

 

1,114

 

1,196

Other payables

 

2,032

 

2,349

Accruals2

 

6,991

 

5,688

Contract liabilities

 

1,991

 

1,971

Derivative financial instruments1

 

166

 

91

 

19,661

 

18,070

Notes:

1

Items are measured at fair value and the valuation basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

2

Includes €1,434 million (2021: €339 million) payable in relation to the irrevocable and non-discretionary share buyback programmes.

The carrying amounts of trade and other payables approximate their fair value.

Materially all of the €1,971 million recorded as current contract liabilities at 1 April 2021 was recognised as revenue during the year.

Other payables included within non-current liabilities include €351 million (2021: €383 million) in respect of the re-insurance of a third party annuity policy related to the Vodafone and CWW Sections of the Vodafone UK Group Pension Scheme.

The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate market interest rates and foreign currency rates prevailing at 31 March.

Notes to the consolidated financial statements (continued)

16. Provisions

A provision is a liability recorded in the statement of financial position, where there is uncertainty over the timing or amount that will be paid, and is therefore often estimated. The main provisions we hold are in relation to asset retirement obligations, which include the cost of returning network infrastructure sites to their original condition at the end of the lease and claims for legal and regulatory matters.

Accounting policies

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material. Where the timing of settlement is uncertain amounts are classified as non-current where settlement is expected more than 12 months from the reporting date.

Asset retirement obligations

In the course of the Group’s activities, a number of sites and other assets are utilised which are expected to have costs associated with decommissioning. The associated cash outflows are substantially expected to occur at the dates of decommissioning of the assets to which they relate, and are long term in nature.

Legal and regulatory

The Group is involved in a number of legal and other disputes, including where the Group has received notifications of possible claims. The Directors of the Company, after taking legal advice, have established provisions considering the facts of each case. For a discussion of certain legal issues potentially affecting the Group see note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.

Restructuring

The Group undertakes periodic reviews of its operations and recognises provisions as required based on the outcomes of these reviews. The associated cash outflows for restructuring costs are primarily less than one year.

Other

Other comprise various items that do not fall within the Group’s other categories of provisions.

    

Asset

    

    

    

    

retirement

Legal and

obligations

regulatory

Restructuring

Other

Total

€m

€m

€m

€m

€m

1 April 2020

 

955

 

502

 

545

 

530

 

2,532

Exchange movements

 

6

 

(11)

 

4

 

7

 

6

Acquisition of subsidiaries

6

6

Amounts capitalised in the year

 

294

 

 

 

 

294

Amounts charged to the income statement

 

 

138

 

153

 

167

 

458

Utilised in the year − payments

 

(32)

 

(54)

 

(243)

 

(175)

 

(504)

Amounts released to the income statement

 

(7)

 

(47)

 

(33)

 

(66)

 

(153)

31 March 2021

 

1,222

 

528

 

426

 

463

 

2,639

Exchange movements

3

(25)

(4)

5

(21)

Amounts capitalised in the year

 

297

 

 

 

 

297

Amounts charged to the income statement

 

 

216

 

216

 

139

 

571

Utilised in the year − payments

 

(51)

 

(128)

 

(295)

 

(197)

 

(671)

Amounts released to the income statement

 

(1)

 

(142)

 

(41)

 

(83)

 

(267)

31 March 2022

 

1,470

 

449

 

302

 

327

 

2,548

Provisions have been analysed between current and non-current as follows:

Notes to the consolidated financial statements (continued)

31 March 2022

    

Asset

    

    

    

    

retirement

Legal and

obligations

regulatory

Restructuring

Other

Total

€m

€m

€m

€m

€m

Current liabilities

 

43

 

235

 

241

 

148

 

667

Non-current liabilities

 

1,427

 

214

 

61

 

179

 

1,881

 

1,470

 

449

 

302

 

327

 

2,548

31 March 2021

    

Asset

    

    

    

    

retirement

Legal and

obligations

regulatory

Restructuring

Other

Total

€m

€m

€m

€m

€m

Current liabilities

 

43

 

273

 

353

 

223

 

892

Non-current liabilities

 

1,179

 

255

 

73

 

240

 

1,747

 

1,222

 

528

 

426

 

463

 

2,639

17. Called up share capital

Called up share capital is the number of shares in issue at their par value. A number of shares were allotted during the year in relation to employee share schemes.

Accounting policies

Equity instruments issued by the Group are recorded at the amount of the proceeds received, net of direct issuance costs.

2022

2021

Number

€m

Number

€m

Ordinary shares of 20 20 21 US cents each allotted, issued and fully paid:1,2,3

    

  

    

  

    

  

    

  

1 April

 

28,816,835,778

 

4,797

 

28,815,914,978

 

4,797

Allotted during the year

 

792,090

 

 

920,800

 

31 March

 

28,817,627,868

 

4,797

 

28,816,835,778

 

4,797

Notes:

1At 31 March 2022 there were 50,000 (2021: 50,000) 7% cumulative fixed rate shares of £1 each in issue.
2At 31 March 2022 the Group held 447,576,522 (2021: 592,642,309) treasury shares with a nominal value of €75 million (2021: €99 million). The market value of shares held was €661 million (2021: €918 million). During the year, 68,306,442 (2021: 63,830,400) treasury shares were reissued under Group share schemes.
3On 5 March 2019 the Group announced the placing of subordinated mandatory convertible bonds totalling £1.72 billion with a 2 year maturity date in 2021 and £1.72 billion with a 3 year maturity date in 2022. During the year, 1,518,629,693 treasury shares were issued in settlement of tranche 2 of the maturing subordinated mandatory convertible bond, whilst in the year ended 31 March 2021, 1,426,793,872 ordinary shares were issued in settlement of tranche 1. For further details see note 21 ‘Borrowings’.

18. Reconciliation of net cash flow from operating activities

The table below shows how our profit/(loss) for the year from continuing operations translates into cash flows generated from our operating activities.

Notes to the consolidated financial statements (continued)

2022

2021

2020

Notes

€m

€m

€m

Profit/(loss) for the financial year

 

  

 

2,624

 

536

 

(455)

Non-operating expense

 

  

 

 

 

3

Investment income

 

5

 

(254)

 

(330)

 

(248)

Financing costs

 

5

 

1,964

 

1,027

 

3,549

Income tax expense

 

6

 

1,330

 

3,864

 

1,250

Operating profit

 

  

 

5,664

 

5,097

 

4,099

Adjustments for:

 

  

 

 

 

Share-based payments and other non-cash charges

 

 

173

 

146

 

146

Depreciation and amortisation

 

10, 11

 

13,845

 

14,101

 

14,174

Loss on disposal of property, plant and equipment and intangible assets

 

 

30

 

17

 

51

Share of result of equity accounted associates and joint ventures

 

12

 

(211)

 

(342)

 

2,505

Impairment losses

 

4

 

 

 

1,685

Other income

 

3

 

(79)

 

(568)

 

(4,281)

(Increase)/decrease in inventory

 

 

(162)

 

(68)

 

68

(Increase)/decrease in trade and other receivables

 

14

 

(638)

 

582

 

(38)

Increase/(decrease) in trade and other payables

 

15

 

384

 

(730)

 

(100)

Cash generated by operations

 

  

 

19,006

 

18,235

 

18,309

Net tax paid

 

  

 

(925)

 

(1,020)

 

(930)

Net cash flow from operating activities

 

  

 

18,081

 

17,215

 

17,379

19. Cash and cash equivalents

The majority of the Group’s cash is held in bank deposits or money market funds which have a maturity of three months or less from acquisition to enable us to meet our short-term liquidity requirements.

Accounting policies

Cash and cash equivalents comprise cash in hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Assets in money market funds, whose contractual cash flows do not represent solely payments of interest and principal, are measured at fair value with gains and losses arising from changes in fair value included in net profit or loss for the period. All other cash and cash equivalents are measured at amortised cost.

2022

2021

€m

€m

Cash at bank and in hand

 

2,220

 

2,705

Money market funds1

 

5,276

 

3,116

Cash and cash equivalents as presented in the statement of financial position

 

7,496

 

5,821

Bank overdrafts

 

(125)

 

(31)

Cash and cash equivalents as presented in the statement of cash flows

 

7,371

 

5,790

Note:

1Items are measured at fair value and the valuation basis is level 1 classification, which comprises financial instruments where fair value is determined by unadjusted quoted prices in active markets.

The carrying amount of balances at amortised cost approximates their fair value.

Cash and cash equivalents of €1,554 million (2021: €1,741 million) are held in countries with restrictions on remittances but where the balances could be used to repay subsidiaries’ third party liabilities. In addition, those balances could also be used to repay €932 million (2021: €879 million) of intercompany liabilities as at 31 March 2022.

20. Leases

The Group leases assets from other parties (the Group is a lessee) and also leases assets to other parties (the Group is a lessor). This note describes how the Group accounts for leases and provides details about its lease arrangements.

Notes to the consolidated financial statements (continued)

Accounting policies

As a lessee

When the Group leases an asset, a ‘right-of-use asset’ is recognised for the leased item and a lease liability is recognised for any lease payments to be paid over the lease term at the lease commencement date. The right-of-use asset is initially measured at cost, being the present value of the lease payments paid or payable, plus any initial direct costs incurred in entering the lease and less any lease incentives received.

Right-of-use assets are depreciated on a straight-line basis from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. The lease term is the non-cancellable period of the lease plus any periods for which the Group is ‘reasonably certain’ to exercise any extension options (see below). The useful life of the asset is determined in a manner consistent to that for owned property, plant and equipment (as described in note 11 ‘Property, plant and equipment’). If right-of-use assets are considered to be impaired, the carrying value is reduced accordingly.

Lease liabilities are initially measured at the value of the lease payments over the lease term that are not paid at the commencement date and are usually discounted using the incremental borrowing rates of the applicable Group entity (the rate implicit in the lease is used if it is readily determinable). Lease payments included in the lease liability include both fixed payments and in-substance fixed payments during the term of the lease.

After initial recognition, the lease liability is recorded at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate (e.g. an inflation related increase) or if the Group’s assessment of the lease term changes; any changes in the lease liability as a result of these changes also results in a corresponding change in the recorded right-of-use asset.

As a lessor

Where the Group is a lessor, it determines at inception whether the lease is a finance or an operating lease. When a lease transfers substantially all the risks and rewards of ownership of the underlying asset then the lease is a finance lease; otherwise the lease is an operating lease.

Where the Group is an intermediate lessor, the interests in the head lease and the sub-lease are accounted for separately and the lease classification of a sub-lease is determined by reference to the right-of-use asset arising from the head lease.

Income from operating leases is recognised on a straight-line basis over the lease term. Income from finance leases is recognised at lease commencement with interest income recognised over the lease term.

Lease income is recognised as revenue for transactions that are part of the Group’s ordinary activities (primarily leases of handsets or other equipment to customers, leases of wholesale access to the Group’s fibre and cable networks and leases of tower infrastructure assets). The Group uses IFRS 15 principles to allocate the consideration in contracts between any lease and non-lease components.

The Group’s leasing activities as a lessee

The Group leases buildings for its retail stores, offices and data centres, land on which to construct mobile base stations, space on mobile base stations to place active RAN equipment and network space (primarily rack space or duct space). In addition, the Group leases fibre and other fixed connectivity to provide internal connectivity for the Group’s operations and on a wholesale basis from other operators to provide fixed connectivity services to the Group’s customers.

The Group’s general approach to determining lease term by class of asset is described in note 1 under critical accounting judgements and key sources of estimation uncertainty.

Most of the Group’s leases include future price increases through fixed percentage increases, indexation to inflation measures on a periodic basis or rent review clauses. Other than fixed percentage increases the lease liability does not reflect the impact of these future increases unless the measurement date has passed. The Group’s leases contain no material variable payments clauses other than those related to the number of operators sharing space on third party mobile base stations.

The Group sub-leases excess retail and office properties under both operating and finance leases; see disclosure on the Group’s leasing activities as a lessor below on page 179.

Optional lease periods

Where practicable the Group seeks to include extension or break options in leases to provide operational flexibility, therefore many of the Group’s lease contracts contain optional periods. The Group’s policy on assessing and reassessing whether it is

Notes to the consolidated financial statements (continued)

reasonably certain that the optional period will be included in the lease term is described in note 1 ‘Basis of preparation’ under ‘critical accounting judgements and key sources of estimation uncertainty’.

After initial recognition of a lease, the Group only reassesses the lease term when there is a significant event or a significant change in circumstances, which was not anticipated at the time of the previous assessment. Significant events or significant changes in circumstances could include merger and acquisition or similar activity, significant expenditure on the leased asset not anticipated in the previous assessment, or detailed management plans indicating a different conclusion on optional periods to the previous assessment. Where a significant event or significant change in circumstances does not occur, the lease term and therefore lease liability and right-of-use asset value, will decline over time.

The Group’s cash outflow for leases in the year ended 31 March 2022 was €4,338 million (2021: €4,234 million) and, absent significant future changes in the volume of the Group’s activities or strategic changes to use more or fewer owned assets this level of cash outflow from leases would be expected to continue for future periods, subject to contractual price increases. The future cash outflows included within lease liabilities are shown in the maturity analysis below. The maturity analysis only includes the reasonably certain payments to be made; cash outflows in these future periods will likely exceed these amounts as payments will be made on optional periods not considered reasonably certain at present and on new leases entered into in future periods.

The Group’s leases for customer connectivity are normally either under regulated access or network sharing or similar preferential access arrangements and as a result the Group normally has significant flexibility over the term it can lease such connections for; generally the notice period required to cancel the lease is less than the notice period included in the service contract with the end customer. As a result, the Group does not have any significant cash exposure to optional periods on customer connectivity as the Group can cancel the lease when the service agreement ends. In some circumstances the Group is committed to minimum spend amounts for connectivity leases, which are included within reported lease liabilities.

Sale and leaseback

Sale and leaseback transactions entered into by the Group were not material, individually or in aggregate.

Amounts recognised in the primary financial statements in relation to lessee transactions

Right-of-use assets

The carrying value of the Group’s right-of-use assets, depreciation charge for the year and additions during the year are disclosed in note 11 ‘Property, plant and equipment’.

Lease liabilities

The Group’s lease liabilities are disclosed in note 21 ‘Borrowings’. The maturity profile of the Group’s lease liabilities is as follows:

2022

    

2021

€m

€m

Within one year

3,130

 

3,419

In more than one year but less than two years

2,189

 

2,142

In more than two years but less than three years

1,759

 

1,661

In more than three years but less than four years

1,579

 

1,457

In more than four years but less than five years

1,387

 

1,316

In more than five years

4,242

 

4,696

14,286

 

14,691

Effect of discounting

(1,747)

 

(1,659)

Lease liability - as disclosed in note 21 'Borrowings'

12,539

 

13,032

At 31 March 2022 the Group has entered into lease contracts with payment obligations with an undiscounted value of €51 million (2021: €82 million) that had not commenced at 31 March 2022.

Interest expense on lease liabilities for the year is disclosed in note 5 ‘Investment income and financing costs’.

The Group has no material liabilities under residual value guarantees and makes no material variable payments not included in the lease liability. The Group does not apply either the short term or low value expedient options in IFRS 16.

The Group's leasing activities as a lessor

The Group has a wide range of lessor activities with consumer and enterprise customers, other telecommunication companies and other companies. With consumer and enterprise customers, the Group generates lease income from the provision of

Notes to the consolidated financial statements (continued)

handsets, routers and other communications equipment. The Group provides wholesale access to the Group’s fibre and cable networks and leases out space on the Group’s owned mobile base stations to other telecommunication companies. In addition, the Group sub-leases retail stores to franchise partners in certain markets and leases out surplus assets (e.g. vacant offices and retail stores) to other companies.

Lessor transactions are classified as operating or finance leases based on whether the lease transfers substantially all of the risks and rewards incidental to ownership of the asset. Leases are individually assessed, but generally, the Group’s lessor transactions are classified as:

Operating leases where the Group is lessor of space on owned mobile base stations, provides wholesale access to its fibre and cable networks or provides routers or similar equipment to fixed customers; and
Finance leases where the Group is sub-lessor of handsets or similar items in back-to-back arrangements or where surplus assets are sublet out for all or substantially all of the remaining head lease term.

The Group’s income as a lessor in the year is as follows:

2022

    

2021

€m

 

€m

Operating leases

 

  

Lease revenue (note 2 'Revenue disaggregation and segmental analysis')

758

 

559

Income from leases not recognised as revenue

45

 

180

The Group’s net investments in leases are disclosed in note 14 ‘Trade and other receivables’. The committed amounts to be received from the Group’s operating leases are as follows:

Maturity

    

Within one

    

In one to two

    

In two to

    

In three to four

    

In four to five

    

In more than

    

    

year

years

three years

years

years

five years

Total

€m

€m

€m

€m

€m

€m

€m

31 March 2022

 

 

 

 

 

 

Committed operating lease payments due to the Group as a lessor

513

250

161

128

114

343

1,509

31 March 2021

Committed operating lease payments due to the Group as a lessor

510

261

175

134

115

395

1,590

The Group has no material lease income arising from variable lease payments.

21. Borrowings

The Group’s sources of borrowing for funding and liquidity purposes come from a range of committed bank facilities and through short-term and long-term issuances in the capital markets including bond and commercial paper issues and bank loans. Liabilities arising from the Group’s lease arrangements are also reported in borrowings; see note 20 ‘Leases’. We manage the basis on which we incur interest on debt between fixed interest rates and floating interest rates depending on market conditions using interest rate derivatives. The Group enters into foreign exchange contracts to mitigate the impact of exchange rate movements on certain monetary items.

Accounting policies

Interest-bearing loans and overdrafts are initially measured at fair value (which is equal to cost at inception), and are subsequently measured at amortised cost, using the effective interest rate method. Where they are identified as a hedged item in a designated fair value hedge relationship, fair value adjustments are recognised in accordance with our policy (see note 22 ‘Capital and financial risk management’). Any difference between the proceeds net of transaction costs and the amount due on settlement or redemption of borrowings is recognised over the term of the borrowing. Where bonds issued with certain conversion rights are identified as compound instruments they are initially measured at fair value with the nominal amounts

Notes to the consolidated financial statements (continued)

recognised as a component in equity and the fair value of future coupons included in borrowings. These are subsequently measured at amortised cost using the effective interest rate method.

Borrowings

2022

2021

€m

€m

Non-current borrowings

 

Bonds

46,156

 

44,634

Bank loans

 

629

761

Lease liabilities (note 20)

9,810

 

9,909

Bank borrowings secured against Indian assets

385

Other borrowings1

1,536

3,583

58,131

59,272

Current borrowings

Bonds

 

1,875

 

2,251

Bank loans

 

688

 

658

Lease liabilities (note 20)

 

2,729

 

3,123

Collateral liabilities

2,914

962

Bank borrowings secured against Indian assets

1,382

 

862

Other borrowings1

 

2,373

 

632

 

11,961

8,488

Borrowings

70,092

 

67,760

Note:

1

Includes €1,273 million (2021: €3,312 million) and €2,165 million (2021: €381 million) of licence and spectrum fees payable in non-current and current borrowings respectively.

The fair value of the Group’s financial liabilities held at amortised cost approximate to fair value with the exception of long-term bonds with a carrying value of €46,156 million (2021: €44,634 million) which have a fair value of €46,348 million (2021: €48,630 million). Fair value is based on level 1 of the fair value hierarchy using quoted market prices.

The Group’s borrowings also include €1,382 million (2021: €1,247 million) of bank borrowings that are secured against the Group’s shareholdings in Indus Towers and Vodafone Idea (see note 12 ‘Investments in Associates and Joint Ventures’ for further details of these assets) and will be repaid through the realisation of proceeds from those assets. In accordance with the terms of the loan arrangement, the Group intends to dispose of its shareholding in Indus Towers in order to repay the borrowing.

The Group’s borrowings include certain bonds which have been designated in hedge relationships, which are carried at €1,316 million higher (2021: €1,390 million) than their euro equivalent redemption value. In addition, where bonds are issued in currencies other than euros, the Group has entered into foreign currency swaps to fix the euro cash outflows on redemption. The impact of these swaps is not reflected in borrowings and would decrease the euro equivalent redemption value of the bonds by €1,456 million (2021: €127 million).

Commercial paper programmes

We currently have US and euro commercial paper programmes of US$15 billion (€13.5 billion) and €10 billion respectively which are available to be used to meet short-term liquidity requirements. At 31 March 2022 both programmes remained undrawn.

The commercial paper facilities were supported by US$4.0 billion (€3.6 billion) and €4.0 billion of syndicated committed bank facilities. No amounts had been drawn under these facilities.

Bonds

We have a €30 billion euro medium-term note programme and a US shelf programme which are used to meet medium to long-term funding requirements. At 31 March 2022 the total amounts in issue under these programmes split by currency were US$25.3 billion, €16.2 billion, £3 billion, AUD$1.2 billion, HKD$2.1 billion, NOK2.2 billion, CHF0.7 billion and JPY10 billion.

Vantage Towers A.G. has a €5 billion debt issuance programme to meet its medium to long-term funding requirements. As at 31 March 2022, Vantage Towers A.G. had bonds outstanding with a nominal value of €2.2 billion.

At 31 March 2022 the Group had bonds outstanding with a nominal value equivalent to €46.7 billion. During the year ended 31 March 2022, bonds with a nominal value of US$2.5 billion were issued utilising the US Shelf programme and bonds with a nominal value of €2.1 billion matured.

Notes to the consolidated financial statements (continued)

Bonds mature between 2022 and 2059 (2021: 2021 and 2059) and have interest rates between 0% and 7.875% (2021: 0% and 7.875%).

Mandatory convertible bonds

On 12 March 2019 the Group issued £3.4 billion of subordinated mandatory convertible bonds (‘MCBs’) split into two equal tranches of £1.7 billion with coupons of 1.2% and 1.5% respectively. The first tranche matured on 12 March 2021 at a conversion price of £1.2055 per share and the second tranche matured on 12 March 2022 at a conversion price of £1.1326 per share. These were recognised as compound instruments with nominal values of £3.4 billion (€3.8 billion) recognised as a component of shareholders’ funds in equity and the fair value of future coupons £0.1 billion (€0.1 billion) recognised as a financial liability in borrowings. The Group’s strategy was to hedge the equity risk associated with the MCB issuance to any future movement in its share price by an option strategy designed to hedge the economic impact of share price movements. In instances where the Group decides to buy back ordinary shares to mitigate dilution resulting from the conversion, the hedging strategy provides a hedge for the repurchase price.

Treasury shares

The Group held a maximum of 1,911,661,729 (2021: 2,043,732,147) of its own shares during the year which represented 6.6% (2021: 7.1%) of issued share capital at that time.

22. Capital and financial risk management

This note details the treasury management and financial risk management objectives and policies, as well as the exposure and sensitivity of the Group to credit, liquidity, interest and foreign exchange risk, and the policies in place to monitor and manage these risks.

Accounting policies

Financial instruments

Financial assets and financial liabilities, in respect of financial instruments, are recognised on the Group’s consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that provides a residual interest in the assets of the Group after deducting all of its liabilities and includes no obligation to deliver cash or other financial assets. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.

Financial liabilities under put option arrangements

The Group has an obligation to pay a fixed rate of return to minority equity shareholders in the Group’s subsidiary Kabel Deutschland AG, under the terms of a court-imposed domination and profit and loss transfer agreement. This agreement also provides the minority shareholders the option to put their shareholding to Vodafone at a fixed price per share. The obligation to purchase the shares has been recognised as a financial liability and no non-controlling interests are recognised in respect of minority shareholders. Interest costs are accrued at the agreed rate of return and recognised in financing costs.

Derivative financial instruments and hedge accounting

The Group’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates which it manages using derivative financial instruments. The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which provide written principles on the use of financial derivatives consistent with the Group’s risk management strategy. The Group does not use derivative financial instruments for speculative purposes.

The Group designates certain derivatives as:

hedges of the change in fair value of recognised assets and liabilities (‘fair value hedges’);
hedges of highly probable forecast transactions or hedges of foreign currency or interest rate risks of firm commitments (‘cash flow hedges’); or
hedges of net investments in foreign operations.

Derivative financial instruments are initially measured at fair value on the contract date and are subsequently re-measured to fair value at each reporting date. Changes in values of all derivatives of a financing nature are included within investment income

Notes to the consolidated financial statements (continued)

and financing costs in the income statement unless designated in an effective cash flow hedge relationship or a hedge of a net investment in foreign operations when the effective portion of changes in value are deferred to other comprehensive income. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. For fair value hedges, the carrying value of the hedged item is also adjusted for changes in fair value for the hedged risk, with gains and losses recognised in the income statement for the period.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. When hedge accounting is discontinued, any gain or loss recognised in other comprehensive income at that time remains in equity and is recognised in the income statement when the hedged transaction is ultimately recognised in the income statement.

For cash flow hedges, when the hedged item is recognised in the income statement, amounts previously recognised in other comprehensive income and accumulated in equity for the hedging instrument are reclassified to the income statement. However, when the hedged transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognised in other comprehensive income and accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability. If a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in the income statement.

For net investment hedges, gains and losses accumulated in other comprehensive income are included in the income statement when the foreign operation is disposed of.

Capital management

The following table summarises the capital of the Group at 31 March:

2022

2021

    

€m

    

€m

Borrowings (note 21)

 

70,092

 

67,760

Cash and cash equivalents (note 19)

 

(7,496)

 

(5,821)

Derivative financial instruments included in trade and other receivables (note 14)

 

(4,626)

 

(3,151)

Derivative financial instruments included in trade and other payables (note 15)

 

1,672

 

4,010

Short-term investments (note 13)

 

(4,795)

 

(4,007)

Collateral assets (note 13)

(698)

(3,107)

Financial liabilities under put option arrangements

494

492

Equity

 

56,977

 

57,816

Capital

 

111,620

 

113,992

The Group’s policy is to borrow centrally using a mixture of long-term and short-term capital market issues and borrowing facilities to meet anticipated funding requirements. These borrowings, together with cash generated from operations, are loaned internally or contributed as equity to certain subsidiaries.

Dividends from associates and to non-controlling shareholders

Dividends from our associates are generally paid at the discretion of the Board of Directors or shareholders of the individual operating and holding companies, and we have no rights to receive dividends except where specified within certain of the Group’s shareholders’ agreements. Similarly, other than ongoing dividend obligations to the Kabel Deutschland A.G. minority shareholders, should they continue to hold their minority stake, we do not have existing obligations under shareholders’ agreements to pay dividends to non-controlling interest partners of our subsidiaries or joint ventures. The amount of dividends received and paid in the year are disclosed in the consolidated statement of cash flows.

Potential cash outflows from option agreements and similar arrangements

Put options issued as part of the hedging strategy for the MCBs permit the holders to exercise against the Group at maturity of the option if there is a decrease in our share price. Under the terms of the options, settlement must be made in cash which will equate to the reduced value of shares from the initial conversion price, adjusted for dividends declared, on 1,452 million (2021: 2,494 million) shares as at 31 March 2022.

Sale of trade receivables

During the year, the Group sold certain trade receivables to a number of financial institutions. Whilst there are no repurchase obligations in respect of these receivables, the Group provided credit guarantees which would only become payable if default rates were significantly higher than historical rates. The credit guarantee is not considered substantive and substantially all risks

Notes to the consolidated financial statements (continued)

and rewards associated with the receivables passed to the purchaser at the date of sale, therefore the receivables were derecognised. The maximum payable under the guarantees at 31 March 2022 was €1,341 million (2021: €1,503 million). No provision has been made in respect of these guarantees as the likelihood of a cash outflow has been assessed as remote.

Supplier financing arrangements

The Group offers suppliers the opportunity to use supply chain financing (‘SCF’). SCF allows suppliers that decide to use it to receive funding earlier than the invoice due date. At 31 March 2022, the financial institutions that run the SCF programmes had purchased €2.4 billion (2021: €2.3 billion) of outstanding supplier invoices, principally from larger suppliers. The Group does not provide any financial guarantees to the financial institutions under this programme and continues to cash settle supplier payables in accordance with their contractual terms. As such, the programme does not change the Group’s net debt, trade payable balances or cash flows.

The Group evaluates supplier arrangements against a number of indicators to assess if the payable continues to hold the characteristics of a trade payable or should be classified as borrowings; these indicators include whether the payment terms exceed the shorter of customary payment terms in the industry or 180 days. At 31 March 2022, none of the payables subject to supplier financing arrangements met the criteria to be reclassified as borrowings.

Financial risk management

The Group’s treasury function centrally manages the Group’s funding requirement, net foreign exchange exposure, interest rate management exposures and counterparty risk arising from investments and derivatives. Treasury operations are conducted within a framework of policies and guidelines authorised and reviewed by the Board, most recently in May 2021. A treasury risk committee comprising of the Group’s Chief Financial Officer, Group General Counsel and Company Secretary, Group Financial Controller, Group Corporate Finance Director, Group Treasury Director and Group Director of Financial Controlling and Operations meets three times a year to review treasury activities and its members receive management information relating to treasury activities on a quarterly basis. The Group’s accounting function, which does not report to the Group Treasury Director, provides regular update reports of treasury activity to the Board. The Group’s Internal Auditor reviews the internal control environment regularly.

No bonds issued by the Group or the Revolving Credit Facilities are subject to financial covenant ratios. Approximately €38 billion (2021: €37 billion) of issued bonds have a change of control clause. The Group uses a number of derivative instruments for currency and interest rate risk management purposes only that are transacted by specialist treasury personnel. The Group mitigates banking sector credit risk by the use of collateral support agreements.

The Group’s financial risk management policies seek to reduce the Group’s exposure to any future disruption to financial markets, including any future impacts from COVID or other macro economic events.

The Group has combined cash and cash equivalent and short-term investments of €12.3 billion, providing significant headroom over short-term liquidity requirements. Additionally the Group maintains undrawn revolving credit facilities of €7.6 billion euro equivalent. As at 31 March 2022 and after hedging, substantially all the Group’s borrowings are held on a fixed interest basis, mitigating exposure to interest rate risk. The Group has no significant currency exposures other than positions in economic hedging relationships. The Group’s credit risk under financing activities is spread across a portfolio of highly rated institutions to reduce counterparty exposures and derivative balances are substantially all collateralised. The Group’s operating activities result in customer credit risk, for which provisions for expected credit losses are recognised.

Notes to the consolidated financial statements (continued)

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial asset leading to a financial loss for the Group. The Group is exposed to credit risk from its operating activities and from its financing activities, the Group considers its maximum exposure to credit risk at 31 March to be:

2022

2021

€m

€m

Cash at bank and in hand (note 19)

 

2,220

 

2,705

Money market funds (note 19)

5,276

3,116

Managed investment funds (note 13)

 

3,349

 

2,954

Current bonds and debt securities (note 13)

 

1,446

 

1,053

Non-current debt securities (note 13)

930

797

Collateral assets (note 13)

698

3,107

Other investments (note 13)

2,438

2,045

Derivative financial instruments (note 14)

 

4,626

 

3,151

Trade receivables (note 14)1

 

6,083

 

5,924

Contract assets and other receivables (note 14)

 

4,457

 

4,531

Performance bonds and other guarantees (note 29)

 

2,866

 

2,728

 

34,389

 

32,111

Note:

1

Includes amounts guaranteed under sales of trade receivables €1,341 million (2021: €1,503 million)

Expected credit loss

The Group has financial assets classified and measured at amortised cost and fair value through other comprehensive income that are subject to the expected credit loss model requirements of IFRS 9. Cash at bank and in hand and certain other investments are both classified and measured at amortised cost and subject to impairment requirements. However, the identified expected credit loss is considered to be immaterial.

Information about expected credit losses for trade receivables and contract assets can be found under ‘operating activities’ on page 185.

Financing activities

The Group invests in government securities on the basis they generate a fixed rate of return and are amongst the most creditworthy of investments available.

Investments are made in accordance with established internal treasury policies which dictate the scaled maximum exposure permissible in relation to an investment’s long-term credit rating. The Group invests in AAA unsecured money market mutual funds, where the investment is limited to 10% of each fund; A to AAA government securities, both directly and through money market mutual funds; and has two managed investment funds that hold securities with an average credit quality of AA.

In respect of financial instruments used by the Group’s treasury function, the aggregate credit risk the Group may have with one counterparty is limited by reference to the long-term credit ratings assigned for that counterparty by Moody’s, Fitch Ratings and Standard & Poor’s. Furthermore, collateral support agreements reduce the Group’s exposure to counterparties who must post cash collateral when there is value due to the Group under outstanding derivative contracts that exceeds a contractually agreed threshold amount. When value is due to the counterparty the Group is required to post collateral on identical terms. Such cash collateral is adjusted daily as necessary.

In the event of any default, ownership of the cash collateral would revert to the respective holder at that point. Detailed below is the value of the cash collateral, which is reported within current borrowings, held by the Group at 31 March:

2022

2021

€m

€m

Collateral liabilities

 

2,914

 

962

In addition, as discussed in note 29 ‘Contingent liabilities and legal proceedings’, the Group has covenanted to provide security in favour of the trustee of the Vodafone Group UK Pension Scheme in respect of the funding deficit in the scheme and pledged security in relation to the Indus Towers merger. The Group has also pledged cash as collateral against derivative financial instruments as disclosed in note 13 ‘Other investments’.

Notes to the consolidated financial statements (continued)

Operating activities

Customer credit risk is managed by the Group’s business units which each have policies, procedures and controls relating to customer credit risk management. Outstanding trade receivables and contract assets are regularly reviewed to monitor any changes in credit risk with concentrations of credit risk considered to be limited given that the Group’s customer base is large and unrelated. The Group applies the simplified approach and records lifetime expected credit losses for trade receivables and contract assets. Expected credit losses are measured using historical cash collection data for periods of at least 24 months wherever possible and grouped into various customer segments based on product or customer type. The historical loss rates are adjusted where macroeconomic factors, for example changes in interest rates or unemployment rates, or other commercial factors are expected to have a significant impact when determining future expected credit loss rates. For trade receivables the expected credit loss provision is calculated using a provision matrix, in which the provision increases as balances age, and for receivables paid in instalments and contract assets a weighted loss rate is calculated to reflect the period over which the amounts become due for payment by the customer. Trade receivables and contract assets are written off when each business unit determines there to be no reasonable expectation of recovery and enforcement activity has ceased.

Movements in the allowance for expected credit losses during the year were as follows:

Trade receivables held

Trade receivables held 

at fair value through

Contract assets

at amortised cost

other comprehensive income

    

2022

    

2021

    

2022

    

2021

    

2022

    

2021

€m

€m

€m

€m

€m

€m

1 April

 

101

 

137

 

1,480

 

1,431

 

57

 

51

Exchange movements

 

1

 

2

 

(70)

 

(47)

 

 

Amounts charged to credit losses on financial assets

 

114

 

63

 

394

 

592

 

53

 

9

Other1

 

(133)

 

(101)

 

(462)

 

(496)

 

(2)

 

(3)

31 March

 

83

 

101

 

1,342

 

1,480

 

108

 

57

Note:

1Primarily utilisation of the provision.

Expected credit losses are presented as net impairment losses within operating profit and subsequent recoveries of amounts previously written off are credited against the same line item.

The majority of the Group's trade receivables are due for maturity within 90 days and largely comprise amounts receivable from consumers and business customers.

The following table presents information on trade receivables past due¹ and their associated expected credit losses:

Trade receivables at amortised cost past due

30 days

31-60

61-180

180

Due

or less

days

days

days+

Total

31 March 2022

    

€m

€m

    

€m

    

€m

    

€m

    

€m

Gross carrying amount

 

2,411

650

 

182

 

390

 

1,043

 

4,676

Expected credit loss allowance

 

(123)

(83)

 

(53)

 

(190)

 

(893)

 

(1,342)

Net carrying amount

 

2,288

567

 

129

 

200

 

150

 

3,334

Trade receivables at amortised cost past due

30 days

31–60

61–180

180

Due

or less

days

days

days+

Total

31 March 2021

    

€m

€m

    

€m

    

€m

    

€m

    

€m

Gross carrying amount

 

2,568

717

 

177

 

405

 

1,290

 

5,157

Expected credit loss allowance

 

(30)

(72)

 

(62)

 

(211)

 

(1,105)

 

(1,480)

Net carrying amount

 

2,538

645

 

115

 

194

 

185

 

3,677

Note:

1Contract assets relate to amounts not yet due from customers. These amounts will be reclassified as trade receivables before they become due. Trade receivables at fair value through other comprehensive income are not materially past due.

Liquidity risk

Liquidity is reviewed daily on at least a 12 month rolling basis and stress tested on the assumption that any commercial paper outstanding matures and is not reissued. The Group maintains substantial cash and cash equivalents which at 31 March 2022 amounted to cash €7.5 billion (2021: €5.8 billion) and undrawn committed facilities of €8.2 billion (2021: €8.0 billion), principally

Notes to the consolidated financial statements (continued)

euro and US dollar revolving credit facilities of €4.0 billion and US $4.0 billion (€3.6 billion) which mature in 2025 and 2027 respectively. The Group manages liquidity risk on non-current borrowings by maintaining a varied maturity profile with a cap on the level of debt maturity in any one calendar year, therefore minimising refinancing risk. Non-current borrowings mature between 1 and 37 years.

The maturity profile of the anticipated future cash flows including interest in relation to the Group’s non-derivative financial liabilities on an undiscounted basis which, therefore, differs from both the carrying value and fair value, is as follows:

Trade payables and

Bank loans

Bonds

Lease liabilities

Other2

Total borrowings

other financial liabilities3

Total

Maturity profile1

€m

€m

€m

€m

€m

€m

€m

Within one year

 

700

 

3,569

 

3,130

 

6,823

 

14,222

 

16,884

31,106

In one to two years

 

33

 

6,190

 

2,189

 

417

 

8,829

 

29

8,858

In two to three years

 

411

 

3,786

 

1,759

 

207

 

6,163

 

6,163

In three to four years

 

2

 

5,746

 

1,579

 

199

 

7,526

 

7,526

In four to five years

 

205

 

6,253

 

1,387

 

678

 

8,523

 

8,523

In more than five years

 

21

 

43,514

 

4,242

 

136

 

47,913

 

47,913

 

1,372

 

69,058

 

14,286

 

8,460

 

93,176

 

16,913

110,089

Effect of discount/financing rates

 

(55)

 

(21,027)

 

(1,747)

 

(255)

 

(23,084)

 

(1)

(23,085)

31 March 2022

 

1,317

 

48,031

 

12,539

 

8,205

 

70,092

 

16,912

87,004

Within one year

 

674

 

3,774

 

3,419

 

2,516

 

10,383

 

15,304

25,687

In one to two years

 

174

 

3,329

 

2,142

 

2,575

 

8,220

 

49

8,269

In two to three years

 

440

 

5,964

 

1,661

 

399

 

8,464

 

8,464

In three to four years

 

173

 

2,784

 

1,457

 

166

 

4,580

 

4,580

In four to five years

 

2

 

5,506

 

1,316

 

199

 

7,023

 

7,023

In more than five years

 

23

 

45,538

 

4,696

 

986

 

51,243

 

51,243

 

1,486

 

66,895

 

14,691

 

6,841

 

89,913

 

15,353

105,266

Effect of discount/financing rates

 

(67)

 

(20,010)

 

(1,659)

 

(417)

 

(22,153)

 

(2)

(22,155)

31 March 2021

 

1,419

 

46,885

 

13,032

 

6,424

 

67,760

 

15,351

83,111

Notes:

1

Maturities reflect contractual cash flows applicable except in the event of a change of control or event of default, upon which lenders have the right, but not the obligation, to request payment within 30 days. This also applies to undrawn committed facilities. There is no debt that is subject to a material adverse change clause (2021: €30 million of debt in relation to the mandatorily convertible bond that matured on 12 March 2022 was subject to a material adverse change clause which would have accelerated conversion of the £1.7 billion principal recognised in equity – see note 21 ‘Borrowings’).

2

Includes spectrum licence payables with maturity profile €2,319 million (2021: €381 million) within one year, €165 million (2021: €2,171 million) in one to two years, €199 million (2021: €165 million) in two to three years, €199 million (2021: €165 million) in three to four years, €662 million (2021: €199 million) in four to five years and €136 million (2021: €986 million) in more than five years. Also includes €2,914 million (2021: €962 million) in relation to cash received under collateral support agreements shown within 1 year.

3

Includes financial liabilities under put option arrangements and non-derivative financial liabilities presented within trade and other payables.

The maturity profile of the Group’s financial derivatives (which include interest rate swaps, cross-currency interest rate swaps and foreign exchange swaps) using undiscounted cash flows, is as follows:

2022

2021

Payable

Receivable

Total

Payable

Receivable

Total

    

€m

    

€m

    

€m

    

€m

    

€m

    

€m

Within one year

(12,671)

13,470

799

(16,218)

16,864

646

In one to two years

(5,897)

6,399

502

(3,121)

3,723

602

In two to three years

(2,584)

3,158

574

(5,623)

5,978

355

In three to four years

(3,373)

3,864

491

(2,518)

2,903

385

In four to five years

(1,699)

2,139

440

(3,305)

3,620

315

In more than five years

(34,097)

40,129

6,032

(33,777)

37,399

3,622

(60,321)

69,159

8,838

(64,562)

70,487

5,925

Effect of discount/financing rates

  

  

(5,884)

  

  

(6,784)

Financial derivative net receivable/(payable)

  

  

2,954

  

  

(859)

Payables and receivables are stated separately in the table above as cash settlement is on a gross basis.

Notes to the consolidated financial statements (continued)

Market risk

Interest rate management

Under the Group’s interest rate management policy, interest rates on long-term monetary assets and liabilities are principally maintained on a fixed rate basis.

At 31 March 2022 and after hedging, substantially all of our outstanding liabilities are held on a fixed interest rate basis in accordance with treasury policy.

For each one hundred basis point rise in market interest rates for all currencies in which the Group had borrowings at 31 March 2022 there would be an increase in profit before tax by €420 million (2021: €782 million) including mark to market revaluations of interest rate and other derivatives and the potential interest on cash and short-term investments. There would be no material impact on equity.

At 31 March 2022, the Group had limited exposure through interest rate derivatives and floating rate bonds referencing LIBOR and other interbank offered rates (IBORs).

Foreign exchange management

As Vodafone’s primary listing is on the London Stock Exchange its share price is quoted in sterling. Since the sterling share price represents the value of its future multi-currency cash flows, principally in euro, South African rand and sterling, the Group maintains the currency of debt and interest charges in proportion to its expected future principal cash flows and has a policy to hedge external foreign exchange risks on transactions denominated in other currencies above a certain de minimis level.

At 31 March 2022 11% of net debt was denominated in currencies other than euro (6% sterling, 4% South African rand and 1% other). This allows sterling, South African rand and other debt to be serviced in proportion to expected future cash flows and therefore provides a partial economic hedge against income statement translation exposure, as interest costs will be denominated in foreign currencies.

Under the Group’s foreign exchange management policy, foreign exchange transaction exposure in Group companies is generally maintained at the lower of €5 million per currency per month or €15 million per currency over a six month period.

The Group recognises foreign exchange movements in equity for the translation of net investment hedging instruments and balances treated as investments in foreign operations. However, there is no net impact on equity for exchange rate movements on net investment hedging instruments as there would be an offset in the currency translation of the foreign operation. At 31 March 2022 the Group held financial liabilities in a net investment hedge against the Group’s South African rand operations. Sensitivity to foreign exchange movements on the hedging liabilities, analysed against a strengthening of the South African rand by 13% (2021: 15%) would result in a decrease in equity of €221 million (2021: €285 million) which would be fully offset by foreign exchange movements on the hedged net assets. In addition, cash flow hedges of principally US dollar borrowings would result in an increase in equity of €371 million (2021: €469 million) against a strengthening of US dollar by 5% (2021: 6%).

The Group profit and loss account is exposed to foreign exchange risk within both operating profit and financing income and expense. The principal reporting segment not generating income in euro is Vodacom, whose functional currency is predominantly South African rand. Financing income and expense includes foreign currency gains/losses incurred on the translation of balance sheet items not held in functional currency. These are principally on certain borrowings, derivatives, and other investments denominated in sterling and Turkish lira.

The following table details the Group’s sensitivity to foreign exchange risk. The percentage movement applied to the currency is based on the average movements in the previous three annual reporting periods.

2022

2021

    

€m

    

€m

Increase/ (decrease) in Profit before taxation

ZAR 13% change (2021: 15%)

 

134

 

152

TRY 39% change (2021: 26%)

83

87

GBP 2% change (2021: 3%)

 

(67)

 

(23)

Equity risk

There is no material equity risk relating to the Group’s equity investments which are detailed in note 13 ‘Other investments’.

The Group has hedged its exposure under the subordinated mandatory convertible bonds to any future movements in its share price by an option strategy designed to hedge the economic impact of share price movements. As at 31 March 2022 the Group’s sensitivity to a movement of 7% (2021: 7%) in its share price would result in an increase or decrease in profit before tax of €36 million (2021: €283 million).

Notes to the consolidated financial statements (continued)

Risk management strategy of hedge relationships

The risk strategies of the designated cash flow, fair value, and net investment hedges reflect the above market risk strategies.

The objective of the cash flow hedges is principally to convert foreign currency denominated fixed rate borrowings in US dollar, pound sterling, Australian dollar, Swiss franc, Hong Kong dollar, Japanese yen, Norwegian krona and euro and US dollar floating rate borrowings into euro fixed rate borrowings and hedge the foreign exchange spot rate and interest rate risk. There are also cash flow hedges of certain subsidiary expenditure not denominated in functional currency of the entity, to hedge foreign exchange spot risk. Derivative financial instruments designated in cash flow hedges are cross-currency interest rate swaps and foreign exchange swaps and forwards. The swap maturity dates and liquidity profiles of the nominal cash flows match those of the underlying borrowings and exposures.

The objective of the net investment hedges is to hedge foreign exchange risk in foreign operations. Derivative financial instruments designated in net investment hedges are cross-currency interest rate swaps and foreign exchange swaps. The hedging instruments are rolled on an ongoing basis as determined by the nature of the business.

The objective of the fair value hedges is to hedge a proportion of the Group’s fixed rate euro denominated borrowing to a euro floating rate borrowing. The swap maturity dates match those of the underlying borrowing and the nominal cash flows are converted to quarterly payments.

Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.

For hedges of foreign currency denominated borrowings and investments, the Group uses a combination of cross-currency and foreign exchange swaps to hedge its exposure to foreign exchange risk and interest rate risk and enters into hedge relationships where the critical terms of the hedging instrument match with the terms of the hedged item. Therefore the Group expects a highly effective hedging relationship with the swap contracts and the value of the corresponding hedged items to change systematically in the opposite direction in response to movements in the underlying exchange rates and interest rates. The Group therefore performs a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match with the critical terms of the hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness.

Hedge ineffectiveness may occur due to:

a) The fair value of the hedging instrument on the hedge relationship designation date if the fair value is not nil;

b) Changes in the contractual terms or timing of the payments on the hedged item; and

c) A change in the credit risk of the Group or the counterparty with the hedging instrument.

The hedge ratio for each designation will be established by comparing the quantity of the hedging instrument and the quantity of the hedged item to determine their relative weighting; for all of the Group’s existing hedge relationships the hedge ratio has been determined as 1:1.

The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate market rates and foreign currency rates prevailing at 31 March. The valuation basis is level 2 of the fair value hierarchy. This classification comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset and liability, either directly or indirectly. Derivative financial assets and liabilities are included within trade and other receivables and trade and other payables in the statement of financial position.

Notes to the consolidated financial statements (continued)

The following table represents the carrying values and nominal amounts of derivatives in a continued hedge relationship as at 31 March.

Other comprehensive income

Weighted average

Opening

(Gain)/

Gain/(Loss)

Closing

Carrying

Carrying

balance

Loss

recycled to

balance

Euro

Nominal

value

value

1 April

deferred to

financing

31 March

Maturity

interest

amounts

Assets

Liabilities

2021

OCI

costs

20221

year

FX rate

rate

At 31 March 2022

    

€m

    

€m

    

€m

    

€m

    

€m

    

€m

    

€m

    

    

    

%

Cash flow hedges - foreign currency risk3

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Cross-currency and foreign exchange swaps

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

US dollar bonds

 

20,995

 

2,745

 

10

 

501

 

(3,257)

 

1,272

 

(1,484)

 

2036

 

1.18

 

2.76

Australian dollar bonds

 

736

 

50

 

 

(24)

 

(12)

 

31

 

(5)

 

2024

 

1.56

 

0.92

Swiss franc bonds

 

624

 

16

 

1

 

30

 

(59)

 

49

 

20

 

2026

 

1.08

 

1.26

Pound sterling bonds

 

3,498

 

61

 

145

 

323

 

(239)

 

25

 

109

 

2043

 

0.86

 

2.97

Hong Kong dollar bonds

 

233

 

8

 

3

 

13

 

(18)

 

12

 

7

 

2028

 

9.08

 

1.48

Japanese yen bonds

 

78

 

 

6

 

11

 

(7)

 

(2)

 

2

 

2037

 

128.53

 

2.47

Norwegian krona bonds

 

241

 

 

16

 

3

 

(7)

 

7

 

3

 

2026

 

9.15

 

1.12

Foreign exchange forwards2

244

69

(72)

3

(69)

2022

12.34

Cash flow hedges - foreign currency and interest rate risk3

 

 

 

 

 

 

 

 

 

 

Cross currency swaps - US dollar bonds

 

417

 

24

 

 

8

 

(33)

 

24

 

(1)

 

2023

 

1.17

 

1.07

Cash flow hedges - interest rate risk3

 

 

 

 

 

 

 

 

 

 

Interest rate swaps - Euro loans

 

 

 

 

(1)

 

 

1

 

 

 

 

Net investment hedge - foreign exchange risk5

 

 

 

 

 

 

 

 

 

 

Cross-currency and foreign exchange swaps - South African rand investment

 

1,555

 

 

113

 

959

 

174

 

1,133

 

2022

 

17.29

 

0.31

 

28,621

 

2,904

 

363

 

1,823

 

(3,530)

 

1,422

 

(285)

Notes to the consolidated financial statements (continued)

Other comprehensive income

Weighted average

Opening

Gain/(Loss)

Closing

Carrying

Carrying

balance

(Gain)/Loss

recycled to

balance

Euro

Nominal

value

value

1 April

deferred to

financing

31 March

Maturity

interest

amounts

Assets

Liabilities

2020

OCI

costs

20211

year

FX rate

rate

At 31 March 2021

    

€m

    

€m

    

€m

    

€m

    

€m

    

€m

    

€m

    

    

    

%

Cash flow hedges – foreign currency risk3

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Cross-currency and foreign exchange swaps

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

US dollar bonds

 

18,995

 

621

 

1,070

 

(3,922)

 

5,900

 

(1,477)

 

501

 

2036

 

1.18

 

2.82

Australian dollar bonds

 

736

 

38

 

 

(26)

 

(102)

 

104

 

(24)

 

2024

 

1.56

 

0.92

Swiss franc bonds

 

624

 

 

45

 

28

 

28

 

(26)

 

30

 

2026

 

1.08

 

1.26

Pound sterling bonds

 

2,585

 

40

 

199

 

94

 

1

 

228

 

323

 

2047

 

0.89

 

2.59

Hong Kong dollar bonds

 

233

 

 

13

 

(4)

 

34

 

(17)

 

13

 

2028

 

9.08

 

1.48

Japanese yen bonds

 

78

 

 

12

 

6

 

13

 

(8)

 

11

 

2037

 

128.53

 

2.47

Norwegian krona bonds

 

241

 

 

22

 

(3)

 

(23)

 

29

 

3

 

2026

 

9.15

 

1.12

Cash flow hedges – foreign currency and interest rate risk3

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Cross currency swaps - US dollar bonds

 

417

 

 

8

 

18

 

52

 

(62)

 

8

 

2023

 

1.17

 

1.07

Cash flow hedges – interest rate risk3

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest rate swaps – Euro loans

 

568

 

 

 

7

 

(11)

 

3

 

(1)

 

2021

 

 

1.21

Fair value hedges – interest rate risk4

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest rate swaps – Eurobonds

 

186

 

131

 

 

 

 

 

 

2028

 

 

Net investment hedge – foreign exchange risk5

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Cross-currency and foreign exchange swaps – South African rand investment

 

1,785

 

 

23

 

631

 

328

 

959

 

2021

 

17.30

 

0.31

 

26,448

 

830

 

1,392

 

(3,171)

 

6,220

 

(1,226)

 

1,823

Notes:

1Fair value movement deferred into other comprehensive income includes €1,318 million loss (2021: €1,164 million loss) and €1 million gain (2021: €2 million gain) of foreign currency basis outside the cash flow and net investment hedge relationships respectively.
2Includes euro and US dollar forward contracts against Turkish lira to hedge foreign currency forecast expenditures in local markets. Notional amounts of €146 million and $109 million (€98 million) with weighted average exchange rates of 12.45 and 10.95 respectively to Turkish lira.
3For cashflow hedges, the movement in the hypothetical derivative (hedged item) mirrors that of the hedging instrument. Hedge ineffectiveness of the swaps designated in a cash flow hedge during the period was €nil (2021: €nil).
4The fair value hedge was de-designated during the financial year. The carrying value of the bond de-designated during the financial year includes
5€66 million loss (2021: €76 million loss) of cumulative fair value adjustment for the hedged interest risk. Hedge ineffectiveness is €nil (2021: €8 million gain). The carrying value of bonds includes an additional €760 million loss (2021: €774 million loss) in relation to fair value of other bonds previously designated in fair value hedge relationships.
6Hedge ineffectiveness of swaps designated in a net investment hedge during the period was €nil (2021: €nil).

Changes in assets and liabilities arising from financing activities

Notes to the consolidated financial statements (continued)

Assets and liabilities

Derivative assets

Financial liabilities

arising from

Borrowings

and liabilities

under put options

Other liabilities

financing activities

    

€m

        

€m

    

€m

    

€m

    

€m

1 April 2021

67,760

859

492

491

69,602

Cash movements

Proceeds from issuance of long-term borrowings

2,548

2,548

Repayment of borrowings

(8,248)

(8,248)

Net movement in short-term borrowings

3,002

3,002

Net movement in derivatives

(293)

(293)

Interest paid

(2,246)

469

(17)

(10)

(1,804)

Purchase of treasury shares

(2,087)

(2,087)

Non-cash movements

Fair value movements

(2,631)

(2,631)

Foreign exchange

1,386

(930)

(15)

441

Interest costs

2,356

(428)

19

13

1,960

Lease additions

3,410

3,410

Other1

124

3,106

3,230

31 March 2022

70,092

(2,954)

494

1,498

69,130

Assets and liabilities

Derivative assets

Financial liabilities

arising from

Borrowings

and liabilities

under put options

Other liabilities

financing activities

    

€m

    

€m

    

€m

    

€m

    

€m

1 April 2020

74,925

(4,409)

1,850

170

72,536

Cash movements

Proceeds from issuance of long-term borrowings

4,359

4,359

Repayment of borrowings

(12,237)

(12,237)

Net movement in short-term borrowings

(2,791)

(2,791)

Net movement in derivatives

279

279

Interest paid

(2,421)

452

(141)

(42)

(2,152)

Purchase of treasury shares

(62)

(62)

Payments for settlement of written put options

(1,482)

(1,482)

Non-cash movements

Fair value movements

(9)

3,594

3,585

Foreign exchange

(1,480)

1,428

(2)

(54)

Interest costs

2,459

(485)

62

11

2,047

Lease additions

4,578

4,578

Acquisitions of subsidiaries

234

234

Other1

143

203

416

762

31 March 2021

67,760

859

492

491

69,602

Note:

1

Movement in Other liabilities primarily relate to share buyback programmes.

Fair value and carrying value information

The carrying value and valuation basis of the Group’s financial assets are set out in notes 13 ‘Other investments’, 14 ‘Trade and other receivables’ and 19 ‘Cash and cash equivalents’. For all financial assets held at amortised cost the carrying values approximate fair value except as disclosed in note 13 ‘Other investments’.

The carrying value and valuation basis of the Group’s financial liabilities are set out in notes 15 ‘Trade and other payables’ and 21 ‘Borrowings’. The carrying values approximate fair value for the Group’s trade payables and other payables categories. For other financial liabilities a comparison of fair value and carrying value is disclosed in note 21 ‘Borrowings’.

Notes to the consolidated financial statements (continued)

Net financial instruments

The table below shows the Group’s financial assets and liabilities that are subject to offset in the balance sheet and the impact of enforceable master netting or similar agreements.

Related amounts not set off in the balance sheet

Amounts

Right of set off

presented in

with derivative

Collateral

Gross amount

Amount set off

balance sheet

counterparties

(liabilities)/assets1

Net amount

At 31 March 2022

    

€m

    

€m

    

€m

    

€m

    

€m

    

€m

Derivative financial assets

 

4,626

 

 

4,626

 

(1,365)

 

(2,914)

 

347

Derivative financial liabilities

 

(1,672)

 

 

(1,672)

 

1,365

 

368

 

61

Total

 

2,954

 

 

2,954

 

 

(2,546)

 

408

Related amounts not set off in the balance sheet

Amounts

Right of set off

presented in

with derivative

Collateral

Gross amount

Amount set off

balance sheet

counterparties

(liabilities)/assets1

Net amount

At 31 March 2021

    

€m

    

€m

    

€m

    

€m

    

€m

    

€m

Derivative financial assets

 

3,151

 

 

3,151

 

(1,989)

 

(962)

 

200

Derivative financial liabilities

 

(4,010)

 

 

(4,010)

 

1,989

 

2,194

 

173

Total

 

(859)

 

 

(859)

 

 

1,232

 

373

Note:

1

Excludes collateral of €330 million (2021: €913 million) pledged as initial margin that does not offset against existing mark to market balances as at 31 March.

Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Derivative financial instruments that do not meet the criteria for offset could be settled net in certain circumstances under ISDA (‘International Swaps and Derivatives Association’) agreements where each party has the option to settle amounts on a net basis in the event of default from the other. Collateral may be offset and net settled against derivative financial instruments in the event of default by either party. The aforementioned collateral balances are recorded in ‘other investments’ or ‘current borrowings’ respectively.

23. Directors and key management compensation

This note details the total amounts earned by the Company’s Directors and members of the Executive Committee.

Directors

Aggregate emoluments of the Directors of the Company were as follows:

2022

2021

2020

€m

€m

€m

Salaries and fees

 

4

 

4

 

4

Incentive schemes1

 

3

 

3

 

2

Other benefits2

 

 

 

1

 

7

 

7

 

7

Notes:

1Excludes gains from long-term incentive plans.
2Includes the value of the cash allowance taken by some individuals in lieu of pension contributions.

No Directors serving during the year exercised share options in the year ended 31 March 2022 (2021: None; 2020: None).

Key management compensation

Aggregate compensation for key management, being the Directors and members of the Executive Committee, was as follows:

2022

2021

2020

Re-presented1

Re-presented1

€m

€m

€m

Short-term employee benefits

 

28

 

28

 

27

Share-based payments

 

8

 

11

 

7

 

36

 

39

 

34

Notes to the consolidated financial statements (continued)

Note:

1The prior year comparatives for share-based payments have been re-presented to reflect the market value of the vested shares provided to key management personnel in the reported period. The previous presentation was based on the value of share awards granted and recognised over the vesting period, however the grants were subject to various vesting conditions. The revised measurement basis is considered to provide a more appropriate measure of actual compensation received by key management personnel in the period. The re-presentation decreases the previously disclosed amounts by €12 million and €23 million for the years ended 31 March 2021 and 31 March 2020, respectively.

24. Employees

This note shows the average number of people employed by the Group during the year, in which areas of our business our employees work and where they are based. It also shows total employment costs.

    

2022

    

2021

    

2020

Employees

Employees

Employees

By activity

 

  

 

  

 

  

Operations

 

15,404

 

14,893

 

14,616

Selling and distribution

 

25,499

 

26,874

 

28,133

Customer care and administration

 

56,038

 

54,739

 

52,470

 

96,941

 

96,506

 

95,219

By segment

 

 

 

Germany

 

15,256

 

15,798

 

15,199

Italy

 

5,765

 

5,818

 

5,980

Spain

 

4,194

 

4,257

 

4,316

UK

 

9,198

 

9,584

 

10,295

Other Europe

 

15,106

 

15,460

 

14,646

Vodacom

 

7,973

 

7,810

 

7,773

Other Markets

 

9,336

 

9,498

 

10,515

Vantage Towers1

502

Common Functions

 

29,611

 

28,281

 

26,495

Total

 

96,941

 

96,506

 

95,219

Note:

1

Vantage Towers is a new reporting segment for the year ended 31 March 2022. See Note 2 ‘Revenue disaggregation and segmental analysis’ for details.

The cost incurred in respect of these employees (including Directors) was:

2022

2021

2020

€m

€m

€m

Wages and salaries

 

4,469

 

4,238

 

4,571

Social security costs

 

578

 

549

 

531

Other pension costs (note 25)

 

168

 

235

 

226

Share-based payments (note 26)

 

119

 

135

 

134

Total

 

5,334

 

5,157

 

5,462

25. Post employment benefits

The Group operates a number of Defined Benefit and Defined Contribution retirement plans for our employees. The Group’s largest defined benefit plan is in the UK. For further details see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation’.

Accounting policies

For defined benefit retirement plans, the difference between the fair value of the plan assets and the present value of the plan liabilities is recognised as an asset or a liability on the consolidated statement of financial position. Defined benefit plan liabilities are assessed using the projected unit funding method and applying the principal actuarial assumptions at the reporting period date. Assets are valued at market value.

Notes to the consolidated financial statements (continued)

Actuarial gains and losses are taken to the consolidated statement of comprehensive income for defined benefit plans or consolidated income statement for cash leaver plans as incurred. For this purpose, actuarial gains and losses comprise both the effects of changes in actuarial assumptions and experience adjustments arising from differences between the previous actuarial assumptions and what has actually occurred. The return on plan assets, in excess of interest income, and costs incurred for the management of plan assets are also taken to other comprehensive income.

Other movements in the net surplus or deficit are recognised in the consolidated income statement, including the current service cost, any past service cost and the effect of any settlements. The interest cost less the expected interest income on assets is also charged to the consolidated income statement. The amount charged to the consolidated income statement in respect of these plans is included within operating costs or in the Group’s share of the results of equity accounted operations, as appropriate.

The Group’s contributions to defined contribution pension plans are charged to the consolidated income statement as they fall due.

Background

At 31 March 2022 the Group operated a number of retirement plans for the benefit of its employees throughout the world, with varying rights and obligations depending on the conditions and practices in the countries concerned. The Group’s philosophy is to provide access to defined contribution retirement plans where feasible and to manage legacy defined benefit retirement arrangements. Defined benefit plans provide benefits based on the employees’ length of pensionable service and their final pensionable salary or other criteria. Defined contribution plans offer employees individual funds that are converted into benefits at the time of retirement.

The Group operates defined benefit plans in Germany, India, Ireland, Italy, the UK, the United States; defined benefit indemnity plans in Greece and Turkey; and a cash leaver plan in India. Defined contribution plans are currently provided in Egypt, Germany, Greece, Hungary, India, Ireland, Italy, Portugal, South Africa, Spain and the UK.

Income statement expense

2022

2021

2020

€m

€m

€m

Defined contribution plans

 

197

 

204

 

180

Defined benefit plans

 

(29)

 

31

 

46

Total amount charged to income statement (note 24)

 

168

 

235

 

226

Defined benefit plans

The Group’s retirement policy is to provide competitive pension provision, in each operating country, in line with the market median for that location. The Group’s preferred retirement provision is focused on Defined Contribution arrangements and/or State provision for future service.

The Group’s main defined benefit funding liability is the Vodafone UK Group Pension Scheme (‘Vodafone UK plan’). Since June 2014 the Vodafone UK plan has consisted of two segregated sections: the Vodafone Section and the Cable & Wireless Section (‘CWW Section’). Both sections are closed to new entrants and to future accrual. The Group also operates smaller funded and unfunded plans in the UK, funded and unfunded plans in Germany and a funded plan in Ireland. Defined benefit pension provision exposes the Group to actuarial risks such as longer than expected longevity of participants, lower than expected return on investments and higher than expected inflation, which may increase the liabilities or reduce the value of assets of the plans.

During 2022 the Group consolidated its defined benefit plans with the mergers of a small plan in the UK, The J O Grant & Taylor (London) Ltd Staff Pension Scheme, into the Vodafone Section of the Vodafone UK plan and of the Cable and Wireless Employee Benefits Scheme in Ireland into the Vodafone Ireland Pension Plan.

The main defined benefit plans are administered by trustee boards which are legally separate from the Group and consist of representatives who are employees, former employees or are independent from the Group. The trustee boards of the pension plans are required by legislation to act in the best interest of the participants, set the investment strategy and contribution rates and are subject to statutory funding regimes.

The Vodafone UK plan is registered as an occupational pension plan with HM Revenue and Customs (‘HMRC’) and is subject to UK legislation and operates within the framework outlined by the Pensions Regulator. UK legislation requires that pension plans are funded prudently and that valuations are undertaken at least every three years. Separate valuations are required for the Vodafone Section and CWW Section.

Notes to the consolidated financial statements (continued)

The trustees obtain regular actuarial valuations to check whether the statutory funding objective is met and whether a recovery plan is required to restore funding to the level of the agreed technical provisions. The 31 March 2019 triennial actuarial valuation for the Vodafone Section and CWW Section of the Vodafone UK plan showed a net deficit of £78 million (€90 million) on the funding basis, comprising of a £173 million (€200 million) deficit for the Vodafone Section and a £95 million (€110 million) surplus for the CWW Section. The next triennial actuarial valuation of the Vodafone UK plan has an effective date of 31 March 2022.

These plan- specific actuarial valuations will differ to the IAS 19 accounting basis, which is used to measure pension assets and liabilities presented in the Group’s consolidated statement of financial position.

Following the 2019 triennial valuation, the Group and trustees of the Vodafone UK plan agreed a funding plan to address the valuation deficit in the Vodafone Section over the period to 31 March 2025 and made a cash contribution on 4 September 2020 of £80 million (€90 million) into the Vodafone Section. This cash payment was invested into an annuity policy issued by a third party insurance company which in turn entered into a reinsurance policy covering these risks with the Group's captive insurance company, see note 15 ‘Trade and other payables’. No further contributions are due in respect of the deficit revealed at the 2019 valuation.

Funding plans are individually agreed for each of the Group’s other defined benefit plans with the respective trustees or governing board, taking into account local regulatory requirements. It is expected that ordinary contributions of €49 million will be paid into the Group’s defined benefit plans during the year ending 31 March 2023. The Group has also provided certain guarantees in respect of the Vodafone UK plan; further details are provided in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.

The investment strategy for the UK plans is controlled by the trustees in consultation with the Group and the plans have no direct investments in the Group’s equity securities or in property or other assets currently used by the Group. The allocation of assets between different classes of investment is reviewed regularly and is a key factor in the trustee investment policy. The trustees aim to achieve the plan's investment objectives through investing partly in a diversified mix of growth assets which, over the long term, are expected to grow in value by more than the low risk assets. The low risk assets include cash and gilts, inflation and interest rate hedging and in substance insured pensioner annuity policies in both the Vodafone Section and CWW Sections of the Vodafone UK plan and an insured pensioner annuity policy in the Vodafone Ireland Pension Plan. A number of investment managers are appointed to promote diversification by assets, organisation and investment style and current market conditions and trends are regularly assessed, which may lead to adjustments in the asset allocation.

Actuarial assumptions

The Group’s plan liabilities are measured using the projected unit credit method using the principal actuarial assumptions set out below:

    

2022

    

2021

    

2020

%

%

%

Weighted average actuarial assumptions used at 31 March1:

 

  

 

  

 

  

Rate of inflation2

 

3.3

 

2.9

 

2.2

Rate of increase in salaries3

 

3.1

 

2.7

 

2.5

Discount rate

 

2.5

 

1.8

 

2.0

Notes:

1Figures shown represent a weighted average assumption of the individual plans.
2The rate of increase in pensions in payment and deferred revaluation are dependent on the rate of inflation.
3Relates only to schemes open to future accrual primarily in Germany, Ireland and India.

Mortality assumptions used are based on recommendations from the individual local actuaries which include adjustments for the experience of the Group where appropriate. The Group’s largest plan is the Vodafone UK plan. Further life expectancies assumed for the UK plans are 23.4/25.4 years (2021: 23.4/25.4 years) for a male/female pensioner currently aged 65 years and 25.4/27.5 years (2021: 25.4/27.4 years) from age 65 for a male/female non-pensioner member currently aged 40.

Charges made to the consolidated income statement and consolidated statement of comprehensive income (‘SOCI’) on the basis of the assumptions stated above are:

Notes to the consolidated financial statements (continued)

2022

2021

2020

€m

€m

€m

Current service cost

 

38

 

37

 

37

Net past service (credit)/costs1

 

(71)

 

2

 

Net interest charge/(income)

 

4

 

(8)

 

9

Total net (credit)/cost included within staff costs

 

(29)

 

31

 

46

Actuarial gains/(losses) recognised in the SOCI

 

627

 

(686)

 

640

Note:

1

A change in Germany relating to the provision of death and disability benefits effective from 1 April 2021 resulted in a past service credit of €49 million; further net past service credits were recognised in the year ended 31 March 2022 for the Vodafone UK plan relating to the offer of a pension increase exchange to all members at retirement and benefit clarifications.

Duration of the benefit obligations

The weighted average duration of the defined benefit obligation at 31 March 2022 is 21 years (2021: 21 years).

Fair value of the assets and present value of the liabilities of the plans

The amount included in the consolidated statement of financial position arising from the Group’s obligations in respect of its defined benefit plans is as follows:

    

    

    

Net surplus/

Assets

Liabilities

(deficit)

€m

€m

€m

1 April 2020

 

6,906

 

(6,754)

 

152

Service cost

 

 

(39)

 

(39)

Interest income/(cost)

 

137

 

(129)

 

8

Return on plan assets excluding interest income

 

466

 

 

466

Actuarial losses arising from changes in financial assumptions

 

 

(1,118)

 

(1,118)

Actuarial losses arising from experience adjustments

 

 

(34)

 

(34)

Employer cash contributions

 

125

 

 

125

Member cash contributions

 

10

 

(10)

 

Benefits paid

 

(243)

 

243

 

Exchange rate movements

 

244

 

(249)

 

(5)

Other movements

 

(13)

 

5

 

(8)

31 March 2021

 

7,632

 

(8,085)

 

(453)

Service cost

 

 

(38)

 

(38)

Past service credit

71

71

Interest income/(cost)

 

140

 

(144)

 

(4)

Return on plan assets excluding interest income

 

58

 

 

58

Actuarial gains arising from changes in demographic assumptions

7

7

Actuarial gains arising from changes in financial assumptions

 

 

483

 

483

Actuarial gains arising from experience adjustments

79

79

Employer cash contributions

 

60

 

 

60

Member cash contributions

 

17

 

(17)

 

Benefits paid

 

(241)

 

241

 

Exchange rate movements

 

52

 

(45)

 

7

Other movements

 

(3)

 

7

 

4

31 March 2022

 

7,715

 

(7,441)

 

274

Notes to the consolidated financial statements (continued)

An analysis of the net surplus/(deficit) is provided below for the Group as a whole.

2022

2021

€m

€m

Analysis of net surplus/(deficit):

 

  

 

  

Total fair value of plan assets

 

7,715

 

7,632

Present value of funded plan liabilities

 

(7,337)

 

(7,968)

Net surplus/(deficit) for funded plans

 

378

 

(336)

Present value of unfunded plan liabilities

 

(104)

 

(117)

Net surplus/(deficit)

 

274

 

(453)

Net surplus/(deficit) is analysed as:

 

 

Assets1

 

555

 

60

Liabilities

 

(281)

 

(513)

Note:

1Pension assets are deemed to be recoverable and there are no adjustments in respect of minimum funding requirements as economic benefits are available to the Group either in the form of future refunds or, for plans still open to benefit accrual, in the form of possible reductions in future contributions.

An analysis of net surplus/(deficit) is provided below for the Vodafone UK plan, which is a funded plan. As part of the merger of the Vodafone UK plan and the Cable and Wireless Worldwide Retirement Plan (‘CWWRP’) plan on 6 June 2014 the assets and liabilities of the CWW Section are segregated from the Vodafone Section and hence are reported separately below.

CWW Section

Vodafone Section

2022

2021

2022

2021

€m

€m

€m

€m

Analysis of net surplus/(deficit):

 

  

 

 

  

 

  

Total fair value of plan assets

 

2,850

2,912

 

 

3,399

 

3,298

Present value of plan liabilities

 

(2,565)

(2,852)

 

 

(3,166)

 

(3,457)

Net surplus/(deficit)

 

285

60

 

 

233

 

(159)

Net surplus/(deficit) are analysed as:

 

 

 

 

Assets

 

285

60

 

 

233

 

Liabilities

 

 

 

 

(159)

Fair value of plan assets

2022

2021

€m

€m

Cash and cash equivalents

 

55

 

247

Equity investments:

 

 

With quoted prices in an active market

 

849

 

1,376

Without quoted prices in an active market

 

359

 

294

Debt instruments:

 

 

With quoted prices in an active market

 

1,334

 

4,589

Without quoted prices in an active market

 

317

 

559

Property:

 

 

With quoted prices in an active market

 

29

 

26

Without quoted prices in an active market

 

460

 

494

Derivatives:1

 

 

Without quoted prices in an active market

 

2,195

 

(1,557)

Investment fund

 

1,161

 

604

Annuity policies

With quoted prices in an active market

 

34

 

4

Without quoted prices

922

996

Total

 

7,715

 

7,632

Note:

1

Derivatives include collateral held in the form of cash. Assets are valued using ‘level 2’ inputs under IFRS 13 ‘Fair Value Measurement’ principles and classified as unquoted accordingly.

Notes to the consolidated financial statements (continued)

The fair value of plan assets, which have been measured in accordance with IFRS 13 ‘Fair Value Measurement’, are analysed by asset category above and are subdivided by assets that have a quoted market price in an active market and those that do not, such as investment funds. Where available, the fair values are quoted prices (e.g. listed equity, sovereign debt and corporate bonds). Unlisted investments without quoted prices in an active market (e.g. private equity) are included at values provided by the fund manager in accordance with relevant guidance. Other significant assets are valued based on observable inputs such as yield curves. The Vodafone UK plan annuity policies fully match the pension obligations of those pensioners insured and therefore are set equal to the present value of the related obligations. Investment funds of €1,161 million at 31 March 2022 include investments in diversified alternative beta funds held in the Vodafone Section of the Vodafone UK plan.

The actual return on plan assets over the year to 31 March 2022 was a gain of €198 million (2021: €603 million gain).

Sensitivity analysis

Measurement of the Group’s defined benefit retirement obligation is sensitive to changes in certain key assumptions. The sensitivity analysis below shows how a reasonably possible increase or decrease in a particular assumption would, in isolation, result in an increase or decrease in the present value of the defined benefit obligation as at 31 March 2022.

    

Rate of inflation

    

Rate of increase in salaries

    

Discount rate

    

Life expectancy

Decrease by 0.5%

Increase by 0.5%

Decrease by 0.5%

Increase by 0.5%

Decrease by 0.5%

Increase by 0.5%

Decrease by 1 year

Increase by 1 year

€m

€m

€m

€m

€m

€m

€m

€m

(Decrease)/increase in present value of defined benefit obligation1

 

(547)

 

552

 

(1)

 

1

 

770

 

(668)

 

(248)

 

248

Note:

1The sensitivity analysis may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another. In presenting this sensitivity analysis, the change in the present value of the defined benefit obligation has been calculated on the same basis as prior years using the projected unit credit method at the end of the year, which is the same as that applied in calculating the defined benefit obligation liability recognised in the statement of financial position. The rate of inflation assumption sensitivity factors in the impact of changes to all assumptions relating to inflation including the rate of increase in salaries, pension increases and deferred revaluations.

26. Share-based payments

The Group has a number of share plans used to award shares to Executive Directors and employees as part of their remuneration package. A charge is recognised over the vesting period in the consolidated income statement to record the cost of these, based on the fair value of the award on the grant date.

Accounting policies

The Group issues equity-settled share-based awards to certain employees. Equity-settled share-based awards are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based award is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions. A corresponding increase in additional paid-in capital is also recognised.

Some share awards have an attached market condition, based on total shareholder return (‘TSR’), which is taken into account when calculating the fair value of the share awards. The valuation for the TSR is based on Vodafone’s ranking within the same group of companies, where possible, over the past five years.

The fair value of awards of non-vested shares is a calculation of the closing price of the Company’s shares on the day prior to the grant date, adjusted for the present value of the delay in receiving dividends where appropriate.

The maximum aggregate number of ordinary shares which may be issued in respect of share options or share plans will not (without shareholder approval) exceed:

– 10% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of ordinary shares which have been allocated in the preceding ten year period under all plans; and

Notes to the consolidated financial statements (continued)

– 5% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of ordinary shares which have been allocated in the preceding ten year period under all plans, other than any plans which are operated on an all-employee basis.

Share options

Vodafone Sharesave Plan

Under the Vodafone Sharesave Plan UK staff may acquire shares in the Company through monthly savings of up to £375 over a three and/or five year period. The savings may then be used to purchase shares at the option price, which is set at the beginning of the invitation period and usually at a discount of 20% to the then prevailing market price of the Company’s shares.

Share plans

Vodafone Group executive plans

Under the Vodafone Global Incentive Plan awards of shares are granted to Directors and certain employees. The release of these shares is conditional upon continued employment and for some awards achievement of certain performance targets measured over a three year period.

Vodafone Share Incentive Plan

Following a review of the UK all-employee plans it was decided that with effect from 1 April 2017 employees would no longer be able to contribute to the Share Incentive Plan and would therefore no longer receive matching shares. Individuals who hold shares in the plan will continue to receive dividend shares.

Movements in outstanding ordinary share options

    Ordinary share options

2022

2021

2020

Millions

Millions

Millions

1 April

 

62

 

53

 

46

Granted during the year

 

20

 

35

 

39

Forfeited during the year

 

(2)

 

(1)

 

(1)

Exercised during the year

 

(1)

 

 

Expired during the year

 

(18)

 

(25)

 

(31)

31 March

 

61

 

62

 

53

Weighted average exercise price:

 

 

  

 

  

1 April

£1.07

£1.19

£1.40

Granted during the year

£0.95

£1.03

£1.06

Forfeited during the year

£1.06

£1.16

£1.36

Exercised during the year

£1.17

£1.23

£1.50

Expired during the year

£1.10

£1.27

£1.34

31 March

£1.02

£1.07

£1.19

Summary of options outstanding

    

31 March 2022

    

31 March 2021

Weighted

Weighted

remaining

remaining

Weighted

average

Weighted

average

Outstanding

average

contractual

Outstanding

average

contractual

shares

exercise

life

shares

exercise

life

Millions

price

Months

Millions

price

Months

Vodafone Group Sharesave Plan:

  

 

  

 

  

 

  

 

  

 

  

£0.91 – £1.89

61

£1.02

 

24

 

62

 

£1.07

 

30

Notes to the consolidated financial statements (continued)

Share awards

Movements in non-vested shares are as follows:

    2022

    

2021

    

2020

Weighted

Weighted

Weighted

average fair

average fair

average fair

value at

value at

value at 

Millions

grant date

Millions

grant date

Millions

grant date

1 April

 

267

£1.20

 

245

£1.41

 

200

£1.92

Granted

 

113

£1.17

 

108

£0.99

 

135

£1.00

Vested

 

(68)

£1.44

 

(56)

£1.56

 

(44)

£2.10

Forfeited

 

(42)

£1.52

 

(30)

£1.10

 

(46)

£1.76

31 March

 

270

£1.07

 

267

£1.20

 

245

£1.41

Other information

The total fair value of shares vested during the year ended 31 March 2022 was £98 million (2021: £108 million; 2020: £ 92 million).

The compensation cost included in the consolidated income statement in respect of share options and share plans was €119 million (2021: €135 million; 2020: €134 million) which is comprised principally of equity-settled transactions.

The average share price for the year ended 31 March 2022 was 122.1 pence (2021: 120.8 pence; 2020: 135.9 pence).

 27. Acquisitions and disposals

The note below provides details of acquisition and disposal transactions for the current year as well as those completed in the prior year. For further details see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation’ to the consolidated financial statements.

Accounting policies

Business combinations

Acquisitions of subsidiaries are accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values at the date of exchange of assets given, liabilities incurred or assumed and equity instruments issued by the Group. Acquisition-related costs are recognised in the consolidated income statement as incurred. The acquiree’s identifiable assets and liabilities are recognised at their fair values at the acquisition date, which is the date on which control is transferred to the Group. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the Group’s previously held equity interest in the acquiree, if any, over the net amounts of identifiable assets acquired and liabilities assumed at the acquisition date. The interest of the non-controlling shareholders in the acquiree may initially be measured either at fair value or at the non-controlling shareholders’ proportion of the net fair value of the identifiable assets acquired, liabilities and contingent liabilities assumed. The choice of measurement basis is made on an acquisition-by-acquisition basis.

Acquisition of interests from non-controlling shareholders

In transactions with non-controlling parties that do not result in a change in control, the difference between the fair value of the consideration paid or received and the amount by which the non-controlling interest is adjusted is recognised in equity.

Acquisitions

The aggregate cash consideration in respect of purchases of subsidiaries, net of cash acquired, is as follows:

    

2022

    

2021

    

€m

    

€m

Cash consideration paid

  

  

Acquisitions during the year

13

8

Net cash acquired

 

 

(2)

 

 

136

Notes to the consolidated financial statements (continued)

During the prior year ended 31 March 2021, the Group completed acquisitions for an aggregate consideration of €178 million, satisfied by the transfer of equity interests in certain of the Group’s subsidiaries. The aggregate fair values of goodwill, identifiable assets, liabilities and non-controlling interests recognised on acquisition were €82 million, €468 million, €312 million and €60 million, respectively. In addition, the Group paid €138 million in respect of acquisitions completed in prior periods.

Disposals

The difference between the carrying value of the net assets disposed of and the fair value of consideration received is recorded as a gain or loss on disposal. Foreign exchange translation gains or losses relating to subsidiaries, joint arrangements and associates that the Group has disposed of, and that have previously recorded in other comprehensive income or expense, are also recognised as part of the gain or loss on disposal.

The aggregate cash consideration in respect of the disposal of subsidiaries, net of cash disposed, is as follows:

2022

2021

€m

€m

Cash consideration received

Vodafone New Zealand

(37)

Tower infrastructure in Italy

192

Other disposals during the period

3

Net cash disposed

(1)

157

Other transactions with non-controlling shareholders in subsidiaries

2022

2021

€m

€m

Cash consideration received/(paid)

Vantage Towers IPO

217

2,000

Vantage Towers Greece

(288)

Other

(28)

(49)

189

1,663

Vantage Towers IPO

In the comparative period, the Group completed an initial public offering of Vantage Towers AG, with the first day of trading on the Regulated Market of the Frankfurt Stock Exchange being 18 March 2021. The offer consisted solely of a secondary sell-down of existing shares held by Vodafone GmbH. Cash consideration of €2,000 million was received in the comparative period. A further €217 million was received in April 2021, following completion of the market stabilisation period described in the Vantage Towers prospectus.

Vantage Towers Greece

In the comparative period on 25 March 2021, the Group exercised its option to purchase the remaining 38% of Vantage Towers Greece for cash consideration of €288 million, taking its shareholding to 100%.

Other matters

Vodafone Egypt

On 10 November 2021, the Group announced that it had agreed to transfer its 55% shareholding in Vodafone Egypt to its subsidiary, Vodacom Group Limited (‘Vodacom’).

The total consideration is €2,365 million of which approximately €1,892 million will be settled by the issue of 242 million new ordinary Vodacom shares to Vodafone at an issue price of ZAR 135.75 per share; the remaining €473 million will be settled in cash. As a result, Vodafone’s ownership in Vodacom will increase from 60.5% to 65.1%.

Under the terms of the sale and purchase agreement, the cash element of the purchase consideration will be adjusted for any movement in the net debt and agreed working capital of Vodafone Egypt between signing and closing. Completion of the transaction is subject to a number of regulatory approvals, which are expected in the near term.

Notes to the consolidated financial statements (continued)

28. Commitments

A commitment is a contractual obligation to make a payment in the future, mainly in relation to agreements to buy assets such as mobile devices, network infrastructure and IT systems and leases that have not commenced. These amounts are not recorded in the consolidated statement of financial position since we have not yet received the goods or services from the supplier. The amounts below are the minimum amounts that we are committed to pay.

Capital commitments

    

Company and subsidiaries

    

Share of joint operations

    

Group

2022

2021

2022

2021

2022

2021

€m

€m

€m

€m

€m

€m

Contracts placed for future capital expenditure not provided in the financial statements1

 

4,388

 

3,993

 

140

 

133

 

4,527

 

4,126

Note:

1Commitment includes contracts placed for property, plant and equipment and intangible assets.

Leases entered into by the Group but not commenced at 31 March 2022 are disclosed in note 20 ‘Leases’. Included in capital commitments is an amount of €331 million relating to spectrum acquisition commitments in Vodacom. €197 million of this spectrum acquisition commitment was settled subsequent to year-end.

29. Contingent liabilities and legal proceedings

Contingent liabilities are potential future cash outflows, where the likelihood of payment is considered more than remote, but is not considered probable or cannot be measured reliably.

2022

2021

 

€m

 

€m

Performance bonds1

 

430

 

381

Other guarantees2

 

2,436

 

2,347

Notes:

1Performance bonds require the Group to make payments to third parties in the event that the Group does not perform what is expected of it under the terms of any related contracts or commercial arrangements.
2Other guarantees principally comprise Vodafone Group Plc’s guarantee of the Group’s 50% share of a US$3.5 billion loan facility (2021: US$3.5 billion loan facility), which forms part of the Group’s overall joint venture investment in TPG Telecom Ltd. The Group’s share of these loan balances is included in the net investment in joint venture (see note 12 ‘Investments in associates and joint arrangements’). Other guarantees also include INR42.5 billion (2021: INR42.5 billion) in relation to the secondary pledge over shares owned by Vodafone Group in Indus Towers. See page 201.

UK pension schemes

The Group’s main defined benefit plan is the Vodafone UK Group Pension Scheme (‘Vodafone UK Plan’) which has two segregated sections, the Vodafone Section and the CWW Section, as detailed in note 25 ‘Post employment benefits’.

The Group has covenanted to provide security in favour of both the Vodafone Section and CWW Section when they are in a deficit position. The deficit is measured on a prescribed basis agreed between the Group and trustee, which differs from the accounting basis reported in note 25 'Post employment benefits'. The Group provides surety bonds as the security.

The level of the security has varied since inception in line with the movement in the Vodafone UK Plan deficit. Due to the improved funding position of the Plan the level of security has reduced significantly over the year. As at 31 March 2022 the Vodafone UK Plan retains security over €237 million (notional value) for the Vodafone Section and no security is currently required for the CWW Section. The security may be substituted either on a voluntary or mandatory basis. The Company has also provided two guarantees to the Vodafone Section of the Vodafone UK Plan for a combined value up to €1.48 billion to provide security over the deficit under certain defined circumstances, including insolvency of the employers. The Company has also agreed a similar guarantee of up to €1.48 billion for the CWW Section.

An additional smaller UK defined benefit plan, the THUS Plc Group Scheme, has a guarantee from the Company for up to €118 million.

Notes to the consolidated financial statements (continued)

Vodafone Idea

As part of the agreement to merge Vodafone India and Idea Cellular in 2017, the parties agreed a mechanism for payments between the Group and Vodafone Idea Limited ('VIL') pursuant to the difference between the crystallisation of certain identified contingent liabilities in relation to legal, regulatory, tax and other matters, and refunds relating to Vodafone India and Idea Cellular. Cash payments or cash receipts relating to these matters must have been made or received by VIL before any amount becomes due from or owed to the Group. Any future payments by the Group to VIL as a result of this agreement would only be made after satisfaction of this and other contractual conditions.

The Group's potential exposure under this mechanism is capped at INR 64 billion (€743 million) following payments made under this mechanism from Vodafone to VIL, in the year ended 31 March 2021, totalling INR 19 billion (€235 million). On 15 September 2021, the Government of India announced a relief package and a series of reforms designed to improve the liquidity and financial health of the telecom sector. The reforms include a four-year moratorium on spectrum and AGR payments and the option to convert payments due on spectrum and AGR payments to equity at the end of the moratorium period, with interest on due amounts being convertible during the moratorium period; VIL elected to accept the options in October and November 2021, respectively.

VIL raised INR 45 billion (€524 million) via the issue of new equity in March 2022, most of which was used to settle amounts due to Indus. VIL remains in need of additional liquidity support from its lenders and intends to raise additional equity capital. There are significant uncertainties in relation to VIL's ability to make payments in relation to any remaining liabilities covered by the mechanism and no further cash payments are considered probable from the Group as at 31 March 2022. The carrying value of the Group's investment in VIL is €nil and the Group is recording no further share of losses in respect of VIL. The Group's potential exposure to liabilities within VIL is capped by the mechanism described above; consequently, contingent liabilities arising from litigation in India concerning operations of Vodafone India are not reported.

Indus Towers

VIL’s ability to satisfy certain payment obligations under its Master Services Agreements with Indus Towers (the ‘MSAs’) is uncertain and depends on a number of factors including its ability to raise additional funding. Under the terms of the Indus and Bharti Infratel merger in November 2020, a security package was agreed for the benefit of the newly created merged entity, Indus Towers, which could be invoked in the event that VIL was unable to make MSA payments. The security package included the following elements:

-A prepayment in cash of INR 24 billion (€279 million) by VIL to Indus Towers in respect of its payment obligations that are undisputed, due and payable under the MSAs after the merger closing. The prepayment was fully utilised during the year to 31 March 2022;
-A primary pledge over 190.7 million shares owned by Vodafone Group in Indus Towers having a value of INR 47 billion (€544 million) as at 31 March 2021; and
-A secondary pledge over shares owned by Vodafone Group in Indus Towers (ranking behind Vodafone's existing lenders for the outstanding bank borrowings of €1.4 billion as at 31 March 2022 secured against Indian assets utilised to fund Vodafone's contribution to the VIL rights issue in 2019) (‘the Bank Borrowings’) with a maximum liability cap of INR 42.5 billion (€504 million).

In the event of non-payment of relevant MSA obligations by VIL, Indus Towers would have recourse to the primary pledge shares and, after repayment of the Bank Borrowings in full, any secondary pledged shares, up to the value of the liability cap.

During February and March 2022, the Group announced the disposal of the 190.7 million shares that were subject to the primary pledge in two transactions for a combined INR 38.1 billion (€445 million). The Group invested INR 33.7 billion (€393 million) of the proceeds by subscribing to newly issued VIL equity, which VIL immediately used to partially settle outstanding MSA obligations to Indus Towers. This transaction resulted in an equivalent partial release of the primary pledge, with the remaining INR 4.4 billion (€52 million) proceeds of the share disposal remaining secured for further utilisation by Indus Towers.

Indus Towers has recourse against the secondary pledge to the maximum liability cap, from any proceeds remaining after the settlement of the Bank Borrowings.

Legal Proceedings

The Group is currently involved in a number of legal proceedings, including inquiries from, or discussions with, government authorities that are incidental to its operations.

Notes to the consolidated financial statements (continued)

Legal proceedings where the Group considers that the likelihood of material future outflows of cash or other resources is more than remote are disclosed below. Where the Group assesses that it is probable that the outcome of legal proceedings will result in a financial outflow, and a reliable estimate can be made of the amount of that obligation, a provision is recognised for these amounts.

In all cases, determining the probability of successfully defending a claim against the Group involves the application of judgement as the outcome is inherently uncertain. The determination of the value of any future outflows of cash or other resources, and the timing of such outflows, involves the use of estimates. The costs incurred in complex legal proceedings, regardless of outcome, can be significant.

The Group is not involved in any material proceedings in which any of the Group’s Directors, members of senior management or affiliates are either a party adverse to the Group or have a material interest adverse to the Group.

Indian tax cases

In January 2012, the Supreme Court of India found against the Indian tax authority and in favour of Vodafone International Holdings BV (‘VIHBV’) in proceedings brought after the Indian tax authority alleged potential liability under the Income Tax Act 1961 for the failure by VIHBV to deduct withholding tax from consideration paid to the Hutchison Telecommunications International Limited group (‘HTIL’) in connection with its 2007 disposal to VIHBV of its interests in a wholly-owned Cayman Island incorporated subsidiary that indirectly held interests in Vodafone India Limited (‘Vodafone India’).

The Finance Act 2012 of India, which amended various provisions of the Income Tax Act 1961 with retrospective effect, contained provisions intended to tax any gain on transfer of shares in a non-Indian company, which derives substantial value from underlying Indian assets, such as VIHBV’s transaction with HTIL in 2007. Further, it sought to subject a purchaser, such as VIHBV, to a retrospective obligation to withhold tax. On 3 January 2013, VIHBV received a letter from the Indian tax authority reminding it of the tax demand raised prior to the Supreme Court of India’s judgement and updating the interest element of that demand to a total amount of INR142 billion, which included principal and interest as calculated by the Indian tax authority but did not include penalties. On 12 February 2016, VIHBV received a notice dated 4 February 2016 of an outstanding tax demand of INR221 billion (plus interest). On 29 September 2017, VIHBV received an electronically generated demand in respect of alleged principal, interest and penalties in the amount of INR190.7 billion.

VIHBV initiated arbitration proceedings under the Netherlands-India Bilateral Investment Treaty (‘Dutch BIT’) on 17 April 2014. In September 2020, the arbitration tribunal issued its award unanimously ruling in Vodafone’s favour. The Indian Government applied to set aside the award primarily on jurisdictional grounds. The proceedings have been transferred to the Singapore International Commercial Court (‘SICC’).

Separately, on 24 January 2017, Vodafone Group Plc and Vodafone Consolidated Holdings Limited formally commenced arbitration with the Indian Government under the United Kingdom-India Bilateral Investment Treaty (‘UK BIT’). Although relating to the same underlying facts as the claim under the Dutch BIT, the UK BIT claim is a separate and distinct claim under a different treaty and includes independent claims relating to disputes between the Indian tax authority and Vodafone India Services Private Limited (‘VISPL’) (see below). In 2020, following attempts by the Indian Government to obtain a court injunction preventing Vodafone from progressing the UK BIT arbitration, the Delhi High Court ordered that Vodafone shall proceed with the UK BIT arbitration only if the award already published under the Dutch BIT is set aside.

In August 2021 the Indian Parliament passed new legislation which affects the retrospective effect of the Finance Act 2012. The impact of this legislation on the Dutch and UK BIT proceedings, in particular whether the Indian Government will withdraw its challenge to the arbitration award in the Dutch BIT, is unknown as of the date of this report. The SICC granted a stay in the Dutch BIT proceedings to 15 June 2022.

VIHBV and Vodafone Group Plc will continue to defend vigorously any allegation that VIHBV or Vodafone India is liable to pay tax in connection with the transaction with HTIL. Based on the facts and circumstances of this matter, including the outcome of legal proceedings to date, the Group considers that it is more likely than not that no present obligation exists at 31 March 2022.

VISPL tax claims

VISPL is involved in a number of tax cases. The total value of the claims is approximately €500 million plus interest, and penalties of up to 300% of the principal.

Of the individual tax claims, the most significant is in the amount of approximately €254 million (plus interest of €614 million), which VISPL has been assessed as owing in respect of (i) a transfer pricing margin charged for the international call centre of HTIL prior to the 2007 transaction with Vodafone for HTIL assets in India; (ii) the sale of the international call centre by VISPL to HTIL; and (iii) the acquisition of and/or the alleged transfer of options held by VISPL in Vodafone India. A stay of the tax demand on a deposit of £20 million and a corporate guarantee by VIHBV for the balance of tax assessed are in place. On 8 October

Notes to the consolidated financial statements (continued)

2015, the Bombay High Court ruled in favour of Vodafone in relation to the options and the call centre sale. The Indian Tax Authority has appealed to the Supreme Court of India. The appeal hearing has been adjourned indefinitely.

While there is some uncertainty as to the outcome of the tax cases involving VISPL, the Group believes it has valid defences and does not consider it probable that a financial outflow will be required to settle these cases.

Other cases in the Group

Spain and UK: TOT v Vodafone Group Plc, VGSL, and Vodafone UK

The Group has been defending cases brought against it in Spain and the UK by TOT Power Control and Top Optimized Technologies (jointly ‘TOT’) alleging breach of confidentiality and patent infringement. In November 2021 TOT withdrew all of its claims against the Group in Spain and the UK as part of an agreed settlement.

Further background relating to these claims is provided in the Group’s Annual Report for the financial year ended 31 March 2021.

Germany: Kabel Deutschland takeover - class actions

The German courts have been determining the adequacy of the mandatory cash offer made to minority shareholders in Vodafone’s takeover of Kabel Deutschland. Hearings took place in May 2019 and a decision was delivered in November 2019 in Vodafone’s favour, rejecting all claims by minority shareholders. A number of shareholders appealed which was rejected by the court in December 2021. Several minority shareholders have filed a further appeal before the Federal Court of Justice. The appeal process is ongoing. While the outcome is uncertain, the Group believes it has valid defences and that the outcome of the appeal will be favourable to Vodafone.

Italy: Iliad v Vodafone Italy

In July 2019, Iliad filed a claim for €500 million against Vodafone Italy in the Civil Court of Milan. The claim alleges anti-competitive behaviour in relation to portability and certain advertising campaigns by Vodafone Italy. Preliminary hearings have taken place, including one at which the Court rejected Iliad’s application for a cease and desist order against alleged misleading advertising by Vodafone. The main hearing on the merits of the claim took place on 8 June 2021 and we are waiting to receive the judgement.

The Group is currently unable to estimate any possible loss in this claim in the event of an adverse judgement but while the outcome is uncertain, the Group believes it has valid defences and that it is probable that no present obligation exists.

Greece: Papistas Holdings SA, Mobile Trade Stores (formerly Papistas SA) and Athanasios and Loukia Papistas v Vodafone Greece

In October 2019, Mr. and Mrs. Papistas, and companies owned or controlled by them, filed several new claims against Vodafone Greece with a total value of approximately €330 million for purported damage caused by the alleged abuse of dominance and wrongful termination of a franchise arrangement with a Papistas company. Lawsuits which the Papistas claimants had previously brought against Vodafone Group Plc and certain Directors and officers of Vodafone were withdrawn. Vodafone Greece filed a counter claim and all claims were heard in February 2020. All of the Papistas claims were rejected by the Greek Court because the stamp duty payments required to have the merits of the case considered had not been made. Vodafone Greece’s counter claim was also rejected. The Papistas claimants and Vodafone Greece have each filed appeals and, subject to the Papistas claimants paying the requisite stamp duty, the hearing on the merits of these appeals will take place in early 2023.

The amount claimed in these lawsuits is substantial and, if the claimants are successful, the total potential liability could be material. However, we are continuing vigorously to defend the claims and based on the progress of the litigation so far the Group believes that it is highly unlikely that there will be an adverse ruling for the Group. On this basis, the Group does not expect the outcome of these claims to have a material financial impact.

UK: Phones 4U in Administration v Vodafone Limited and Vodafone Group Plc and Others

In December 2018, the administrators of former UK indirect seller, Phones 4U, sued the three main UK mobile network operators (‘MNOs’), including Vodafone, and their parent companies. The administrators allege collusion between the MNOs to pull their business from Phones 4U thereby causing its collapse. Vodafone and the other defendants filed their defences in April 2019 and the Administrators filed their replies in October 2019. Disclosure has taken place and witness statements were filed in December 2021. The judge has also ordered that there should be a split trial between liability and damages. The first trial started in May 2022.

Taking into account all available evidence, the Group assesses it to be more likely than not that a present obligation does not exist and that the allegations of collusion are completely without merit; the Group is vigorously defending the claim. The value of the claim is not pleaded but we understand it to be the total value of the business, allegedly equivalent to approximately £1

Notes to the consolidated financial statements (continued)

billion with the addition of alleged exemplary damages. Vodafone’s alleged share of the liability is also not pleaded. The Group is not able to estimate any possible loss in the event of an adverse judgment.

30. Related party transactions

The Group has a number of related parties including joint arrangements and associates, pension schemes and Directors and Executive Committee members (see note 12 ‘Investments in associates and joint arrangements’, note 25 ‘Post employment benefits’ and note 23 ‘Directors and key management compensation’).

Transactions with joint arrangements and associates

Related party transactions with the Group’s joint arrangements and associates primarily comprise fees for the use of products and services including network airtime and access charges, fees for the provision of network infrastructure and cash pooling arrangements. No related party transactions have been entered into during the year which might reasonably affect any decisions made by the users of these consolidated financial statements except as disclosed below.

2022

2021

2020

€m

€m

€m

Sales of goods and services to associates

 

20

 

14

 

32

Purchase of goods and services from associates

 

10

 

5

 

4

Sales of goods and services to joint arrangements

 

221

 

203

 

305

Purchase of goods and services from joint arrangements

 

298

 

109

 

97

Interest income receivable from joint arrangements1

48

65

71

Interest expense payable to joint arrangements1

 

52

 

56

 

Trade balances owed:

 

 

 

by associates

 

8

 

3

 

4

to associates

 

6

 

5

 

4

by joint arrangements

 

139

 

88

 

157

to joint arrangements

 

34

 

31

 

37

Other balances owed by associates

80

56

Other balances owed by joint arrangements1

 

1,080

 

955

 

1,083

Other balances owed to joint arrangements2

 

1,561

 

1,575

 

2,017

Notes:

1Amounts arise primarily through VodafoneZiggo, TPG Telecom Limited and INWIT S.p.A.. Interest is paid in line with market rates.
2Amounts are primarily in relation to leases of tower space from INWIT S.p.A.

Dividends received from associates and joint ventures are disclosed in the consolidated statement of cash flows.

Transactions with Directors other than compensation

During the three years ended 31 March 2022 and as of 16 June 2022, no Director nor any other executive officer, nor any associate of any Director or any other executive officer, was indebted to the Group. During the three years ended 31 March 2022 and as of 16 June 2022, the Group has not been a party to any other material transaction, or proposed transactions, in which any member of the key management personnel (including Directors, any other executive officer, senior manager, any spouse or relative of any of the foregoing or any relative of such spouse) had or was to have a direct or indirect material interest.

Notes to the consolidated financial statements (continued)

31. Related undertakings

A full list of all of our subsidiaries, joint arrangements and associated undertakings is detailed below.

A full list of subsidiaries, joint arrangements and associated undertakings (as defined in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008) as at 31 March 2022 is detailed below. No subsidiaries are excluded from the Group consolidation. Unless otherwise stated the Company’s subsidiaries all have share capital consisting solely of ordinary shares and are indirectly held. The percentage held by Group companies reflect both the proportion of nominal capital and voting rights unless otherwise stated. Summarised financial information is provided in respect of the Group's most significant joint arrangements and associates in note 12 'Investments in associates and joint arrangements'.

Subsidiaries

Accounting policies

A subsidiary is an entity directly or indirectly controlled by the Company. Control is achieved where the Company has existing rights that give it the current ability to direct the activities that affect the Company’s returns and exposure or rights to variable returns from the entity. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Notes to the consolidated financial statements (continued)

Company name

% of share class held
by Group
Companies

Share class

Albania

Autostrada Tirane-Durres, Rruga: “Pavaresia”, Nr 61, Kashar, Tirana, Albania

Vodafone Albania Sh.A

99.94

Ordinary shares


Lagjia Kongresi Përmetit, Bulevardi "Jakov Xoxa", pallati nr. 5, kati nr. 1, Fier, Albania

ApNet SHPK

99.94

Ordinary shares

Rruga "Ibrahim Rugova", Sky Tower, Kati i 5, Hyrja 2, Tiranë, 1000, Albania

_VOIS Albania ShpK.

100.00

Ordinary shares

Argentina

Cerrito 348, 5 to B, C1010AAH, Buenos Aires, Argentina

CWGNL S.A. (in process of dissolution)

100.00

Ordinary shares

Australia

Mills Oakley , Level 7, 151 Clarence Street, Sydney NSW 2000, Australia

Vodafone Enterprise Australia Pty Limited

100.00

Ordinary shares

Austria

c/o Stolitzka & Partner Rechtsanwälte OG, Kärntner Ring 12, 3. Stock, 1010, Wien, Austria

Vodafone Enterprise Austria GmbH

100.00

Ordinary shares

Bahrain

RSM Bahrain, 3rd Floor Falcon Tower, Diplomatic Area, Manama, PO BOX 11816, Bahrain

Vodafone Enterprise Bahrain W.L.L.

100.00

Ordinary shares

Belgium

Malta House, rue Archimède 25, 1000 Bruxelles, Belgium

Vodafone Belgium SA/NV

100.00

Ordinary shares

Brazil

Avenida Cidade Jardim, 400, 7th and 20th Floors, Jardim Paulistano, São Paulo, Brazil, 01454-000

Vodafone Serviços Empresariais Brasil Ltda.

100.00

Ordinary shares

Av José Rocha Bonfim, 214, Cond Praça Capital - Edifício Toronto, sls 228/229 13080-900 Jardim Santa Genebra - Campinas, São Paulo, Brazil

Cobra do Brasil Serviços de Telemàtica ltda. (in process of dissolution)

70.00

Ordinary shares

Av Paulista 37 - 4º andar, Sala 427, Bela Vista, CEP, 01311 - 902, São Paulo, Brazil

Vodafone Empresa Brasil Telecomunicações Ltda

100.00

Ordinary shares

Bulgaria

10 Tsar Osvoboditel Blvd., 3rd Floor, Spredets Region, Sofia, 1000, Bulgaria

Vodafone Enterprise Bulgaria EOOD

100.00

Ordinary shares

Canada

c/o ARC Information Services Inc., 3-84 Castlebury Crescent, Toronto ON M2H 1W8, Canada

Vodafone Canada Inc.

100.00

Common shares

Cayman Islands

One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands

CGP Investments (Holdings) Limited

100.00

Ordinary shares

Chile

222 Miraflores, P.28, Santiago, Metrop, 97-763, Chile

Vodafone Enterprise Chile S.A.

100.00

Ordinary shares

China

Building 21, 11, Kangding St., BDA, Beijing, 100176 - China

Vodafone Automotive Technologies (Beijing) Co, Ltd

100.00

Ordinary shares

Level 9, Tower 2, China Central Place, Room 941, No.79 Jianguo Road, Chaoyang District, Beijing, 100025, China

Vodafone Enterprise Communications Technical Service (Shanghai) Co., Ltd. Beijing Branch2

100.00

Branch

Room 1603, 16th Floor, 1200 Pudong Avenue, Free Trade Zone, Shanghai, China

Notes to the consolidated financial statements (continued)

Vodafone Enterprise Communications Technical Service (Shanghai) Co., Ltd.

100.00

Ordinary shares

Congo, The Democratic Republic of the

292 Avenue de La Justice, Commune de la Gombe, Kinshasa, The Democratic Republic of the Congo

Vodacom Congo (RDC) SA5

30.85

Ordinary shares

Building Comimmo II Ground Floor Right, 3157 Boulevard du 30 Juin, Commune de la Gombe, Kinshasa, DRC Congo, The Democratic Republic of the

Vodacash S.A.5

30.85

Ordinary shares

Cyprus

Ali Rıza Efendi Caddesi No:33/A Ortaköy, Lefkoşa, Cyprus

Vodafone Evde Operations Ltd

100.00

Ordinary shares

Vodafone Mobile Operations Limited

100.00

Ordinary shares

Czech Republic

náměstí Junkových 2, Prague 5, Czech Republic, 155 00, Czech Republic

Nadace Vodafone Česká Republika

100.00

Trustee

Oskar Mobil S.R.O.

100.00

Ordinary shares

Vodafone Czech Republic A.S.

100.00

Ordinary shares

Vodafone Enterprise Europe (UK) Limited - Czech Branch2

100.00

Branch

Praha 4, Nusle, Závišova 502/5, 14000, Czech Republic

Vantage Towers 2 s.r.o.

100.00

Ordinary shares

Vantage Towers s.r.o. 4

81.74

Ordinary shares

Závišova Real Estate, s.r.o.

100.00

Ordinary shares

Denmark

Tuborg Boulevard 12, 2900, Hellerup, Denmark

Vodafone Enterprise Denmark A/S

100.00

Ordinary (DKK) shares

Egypt

37 Kaser El Nil St, 4th. Floor,Cairo,Egypt

Starnet

55.00

Ordinary shares

54 El Batal Ahmed Abed El Aziz, Mohandseen, Giza, Egypt

Sarmady Communications

55.00

Ordinary shares

Building no. 2109 “VHUB1”, Smart Village, Cairo Alexandria, Egypt

Vodafone International Services LLC

100.00

Ordinary shares

Site No 15/3C, Central Axis, 6th October City, Egypt

Vodafone Egypt Telecommunications S.A.E.

55.00

Ordinary shares

Smart Village C3 Vodafone Building, Egypt

Vodafone Data

55.00

Ordinary shares

Vodafone Building Zahraa EL Maadi, Building A, Service Area D, Maadi, Cairo, Egypt

Vodafone For Trading

54.95

Ordinary shares

Finland

c/o Eversheds Asianajotoimisto Oy, Fabianinkatu 29 B, Helsinki, 00100, Finland

Vodafone Enterprise Finland OY

100.00

Ordinary shares

France

1300 route de Cretes, Le WTC, Bat I1, 06560, Valbonne Soph, France

Vodafone Automotive Telematics Development S.A.S

100.00

Ordinary shares

EuroPlaza Tour, 20 Avenue Andre Prothin, La Défense Cedex-France (149153), 92400, Courbevoie, France

Vodafone Automotive France S.A.S

100.00

Ordinary shares

Vodafone Enterprise France SAS

100.00

New euro shares

Rue Champollion, 22300, Lannion, France

Apollo Submarine Cable System Ltd – French Branch2

100.00

Branch

Germany

Aachener Str. 746-750, 50933, Köln, Germany

Notes to the consolidated financial statements (continued)

Arena Sport Rechte Marketing GmbH i.L (in liquidation)

100.00

Ordinary shares

Altes Forsthaus 2, 67661, Kaiserslautern, Germany

TKS Telepost Kabel-Service Kaiserslautern GmbH3

93.84

Ordinary shares

Betastraße 6-8, 85774 Unterföhring, Germany

Kabel Deutschland Holding AG

93.84

Ordinary shares

Vodafone Customer Care GmbH3

93.84

Ordinary shares

Vodafone Deutschland GmbH

93.84

Ordinary shares

Notes to the consolidated financial statements (continued)

Company name

% of share class held
by Group
Companies

Share class

Buschurweg 4, 76870, Kandel, Germany

Vodafone Automotive Deutschland GmbH

100.00

Ordinary shares

Ferdinand-Braun-Platz 1, 40549, Duesseldorf, Germany

Vodafone Enterprise Germany GmbH

100.00

Ordinary shares

Vodafone GmbH

100.00

Ordinary A shares, Ordinary B shares

Vodafone Group Services GmbH

100.00

Ordinary shares

Vodafone Institut für Gesellschaft und Kommunikation GmbH

100.00

Ordinary shares

Vodafone Stiftung Deutschland Gemeinnutzige GmbH

100.00

Ordinary shares

Vodafone Vierte Verwaltungs AG

100.00

Ordinary shares

Vodafone West GmbH

100.00

Ordinary shares

Friedrich-Wilhelm-Strasse 2, 38100, Braunschweig, Germany

KABELCOM Braunschweig Gesellschaft Fur Breitbandkabel-Kommunikation Mit Beschrankter Haftung3

93.84

Ordinary shares

Helmholtzstaße. 2-9, Gerbäude 10587, Berlin, Germany

Vodafone Service GmbH

100.00

Ordinary shares

Holzmarkt 1, 50676, Köln, North Rhine-Westphalia, Germany

Grandcentrix GmbH

100.00

Ordinary shares

Nobelstrasse 55, 18059, Rostock, Germany

"Urbana Teleunion" Rostock GmbH & Co.KG3

65.69

Ordinary shares

Prinzenallee 11-13, 40549, Düsseldorf, Germany

Vantage Towers AG

81.74

Ordinary shares

Vantage Towers Erste Verwaltungsgesellschaft mbH4

81.74

Ordinary shares

Vantage Towers Zweite Verwaltungsgesellschaft mbH4

81.74

Ordinary shares

Seilerstrasse 18, 38440, Wolfsburg, Germany

KABELCOM Wolfsburg Gesellschaft Fur Breitbandkabel-Kommunikation Mit Beschrankter Haftung3

93.84

Ordinary shares

Ghana

Manet Tower A, South Liberation Link, Airport City, Accra, Ghana

Ghana Telecommunications Company Limited

70.00

Ordinary shares, Preference shares

Vodacom Business (Ghana) Limited

70.00

Ordinary shares, Preference shares

Vodafone Ghana Mobile Financial Services Limited

70.00

Ordinary shares

Telecom House, Nsawam Road, Accra-North, Greater Accra Region, PMB 221, Ghana

National Communications Backbone Company Limited

70.00

Ordinary shares

Greece

1-3 Tzavella str, 152 31 Halandri, Athens, Greece

Vodafone-Panafon Hellenic Telecommunications Company S.A.

99.87

Ordinary shares

12,5 km National Road Athens – Lamia, Metamorfosi / Athens, 14452, Greece

Vodafone Innovus S.A.

99.87

Ordinary shares

2 Adrianeiou str, Athens, 11525, Greece

Vantage Towers Single Member Societe Anonyme4

81.74

Ordinary shares

Pireos 163 & Ehelidon, Athens, 11854, Greece

360 Connect S.A.

99.87

Ordinary shares

Guernsey

Martello Court, Admiral Park, St. Peter Port, GY1 3HB, Guernsey

FB Holdings Limited

100.00

Ordinary shares

Le Bunt Holdings Limited

100.00

Ordinary shares

Silver Stream Investments Limited

100.00

Ordinary shares

Roseneath, The Grange, St Peter Port, GY1 2QJ, Guernsey

VBA Holdings Limited5

60.50

Ordinary shares
and non-voting,
irredeemable,
non-cumulative
preference shares

VBA International Limited5

60.50

Ordinary shares,
and non-voting,
irredeemable,
non-convertible,
non-cumulative
preference shares

Hong Kong

Level 24, Dorset House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong

Vodafone Enterprise Hong Kong Ltd

100.00

Ordinary shares

Hungary

40-44 Hungaria Krt., Budapest, H-1087, Hungary

VSSB Vodafone Szolgáltató Központ Budapest Zártkörűen Működő Részvénytársaság

100.00

Registered ordinary shares

6 Lechner Ödön fasor, Budapest, 1096, Hungary

Vantage Towers Zártkörűen Működő Részvénytársaság4

81.74

Ordinary shares

Vodafone Magyarország Távközlési Zártkörűen Működő Részvénytársaság

100.00

Series A Registered common shares

India

Notes to the consolidated financial statements (continued)

10th Floor, Tower A&B, Global Technology Park, (Maple Tree Building), Marathahalli Outer Ring Road, Devarabeesanahalli Village, Varthur Hobli, Bengaluru, Karnataka, 560103, India

Cable & Wireless Networks India Private Limited

100.00

Equity shares

Cable and Wireless (India) Limited - Branch2

100.00

Branch

Cable and Wireless Global (India) Private Limited

100.00

Equity shares

201 - 206, Shiv Smriti Chambers, 49/A, Dr. Annie Besant Road, Worli, Mumbai, Maharashtra, 400018, India

Omega Telecom Holdings Private Limited

100.00

Equity shares

Vodafone India Services Private Ltd

100.00

Equity shares

Business@Mantri, Tower B, Wing no - B1 & B2, 3rd Floor, S. No. - 197, Near Hotel Four Points, Lohegaon, Pune, Maharashtra, 411014, India

Vodafone Global Services Private Ltd

100.00

Equity shares

E-47, Bankra Super Market, Bankra, Howrah, West Bengal, 711403, India

Usha Martin Telematics Limited

100.00

Equity shares

Ireland

2nd Floor, Palmerston House, Fenian Street, Dublin 2, Ireland

Vodafone International Financing Designated Activity Company

100.00

Ordinary shares

38/39 Fitzwilliam Square West, Dublin 2,D02 NX53, Ireland

Vodafone Enterprise Global Limited

100.00

Ordinary shares

Vodafone Global Network Limited

100.00

Ordinary shares

Mountainview, Leopardstown, Dublin 18, Ireland

Vantage Towers Limited4

81.74

Ordinary shares

VF Ireland Property Holdings Limited

100.00

Ordinary euro shares

Vodafone Group Services Ireland Limited

100.00

Ordinary shares

Vodafone Ireland Limited

100.00

Ordinary shares

Vodafone Ireland Marketing Limited

100.00

Ordinary shares

Vodafone Ireland Retail Limited

100.00

Ordinary shares

Italy

Piazzale Luigi Cadorna, 4, 20123, Milano, Italy

Vodafone Global Enterprise (Italy) S.R.L.

100.00

Ordinary shares

SS 33 del Sempione KM 35, 212, 21052 Busto Arsizio (VA), Italy

Vodafone Automotive Italia S.p.A

100.00

Ordinary shares

Via Astico 41, 21100 Varese, Italy

Vodafone Automotive Electronic Systems S.r.L

100.00

Ordinary shares

Vodafone Automotive SpA

100.00

Ordinary shares

Vodafone Automotive Telematics Srl

100.00

Ordinary shares

Via Jervis 13, 10015, Ivrea, Tourin, Italy

VEI S.r.l.

100.00

Partnership interest shares

Vodafone Italia S.p.A.

100.00

Ordinary shares

Via Lorenteggio 240, 20147, Milan, Italy

Vodafone Enterprise Italy S.r.L

100.00

Euro shares

Vodafone Gestioni S.p.A.

100.00

Ordinary shares

Vodafone Servizi E Tecnologie S.R.L.

100.00

Equity shares

Notes to the consolidated financial statements (continued)

Company name

% of share class held
by Group
Companies

Share class

Via per Carpi 26/B, 42015, Correggio (RE), Italy

VND S.p.A

100.00

Ordinary shares

Japan

KAKiYa building, 9F, 2-7-17 Shin-Yokohama, Kohoku-ku, Yokoha- City, Kanagawa, 222-0033, Japan

Vodafone Automotive Japan KK

100.00

Ordinary shares

Marunouchi Trust Tower North 15F, 8-1, Marunouchi 1-chome, Level 15 , Chiyoda-ku, Tokyo, Japan

Vodafone Enterprise U.K. – Japanese Branch2

100.00

Branch

Vodafone Global Enterprise (Japan) K.K.

100.00

Ordinary shares

Jersey

44 Esplanade, St Helier, JE4 9WG, Jersey

Aztec Limited

100.00

Ordinary shares

Globe Limited

100.00

Ordinary shares

Plex Limited

100.00

Ordinary shares

Vizzavi Finance Limited

99.99

Ordinary shares

Vodafone International 2 Limited

100.00

Ordinary shares

Vodafone Jersey Dollar Holdings Limited

100.00

Limited liability shares

Vodafone Jersey Finance

100.00

Ordinary shares

Vodafone Jersey Yen Holdings Unlimited

100.00

Limited liability shares

Kenya

6th Floor, ABC Towers, ABC Place, Waiyaki Way, Nairobi, 00100, Kenya

M-PESA Holding Co. Limited

100.00

Equity shares

Vodafone Kenya Limited5

65.43

Ordinary voting shares

The Riverfront, 4th floor, Prof. David Wasawo Drive, Off Riverside Drive, Nairobi, Kenya

Vodacom Business (Kenya) Limited5

48.40

Ordinary shares, Ordinary B shares

Korea, Republic of

ASEM Tower Level 37, 517 Yeongdong-daero, Gangnam-gu, Seoul, 135-798, Korea, Republic of

Vodafone Enterprise Korea Limited

100.00

Ordinary shares

Lesotho

585 Mabile Road, Vodacom Park, Maseru, Lesotho

Vodacom Lesotho (Pty) Limited5

48.40

Ordinary shares

Luxembourg

15 rue Edward Steichen, Luxembourg, 2540, Luxembourg

Tomorrow Street GP S.à r.l.

100.00

Ordinary shares

Vodafone Asset Management Services S.à r.l.

100.00

Ordinary shares

Vodafone Enterprise Global Businesses S.à r.l.

100.00

Ordinary shares

Vodafone Enterprise Luxembourg S.A.

100.00

Ordinary euro shares

Vodafone International 1 S.à r.l.

100.00

Ordinary shares

Vodafone International M S.à r.l.

100.00

Ordinary shares

Vodafone Investments Luxembourg S.à r.l.

100.00

Ordinary shares

Vodafone Luxembourg 5 S.à r.l.

100.00

Ordinary shares

Vodafone Luxembourg S.à r.l.

100.00

Ordinary shares

Vodafone Procurement Company S.à r.l.

100.00

Ordinary shares

Vodafone Roaming Services S.à r.l.

100.00

Ordinary shares

Vodafone Services Company S.à r.l.

100.00

Ordinary shares

Malaysia

Suite 13.03, 13th Floor, Menara Tan & Tan, 207 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia

Vodafone Global Enterprise (Malaysia) Sdn Bhd

100.00

Ordinary shares

Malta

Portomaso Business Tower, Level 15B, St Julians, STJ 4011, Malta

Vodafone Holdings Limited

100.00

‘A’ Ordinary shares, ‘B’ Ordinary shares

Vodafone Insurance Limited

100.00

‘A’ Ordinary shares, ‘B’ Ordinary shares

Mauritius

10th Floor, Standard Chartered Towers, 19 Cybercity, Ebene, Mauritius

Mobile Wallet VM15

60.50

Ordinary shares

Mobile Wallet VM25

60.50

Ordinary shares

VBA (Mauritius) Limited5

60.50

Ordinary shares, Redeemable preference shares

Vodacom International Limited5

60.50

Ordinary shares, Non-cumulative preference shares

Fifth Floor, Ebene Esplanade, 24 Bank Street, Cybercity, Ebene, Mauritius

Al-Amin Investments Limited

100.00

Ordinary shares

Notes to the consolidated financial statements (continued)

Array Holdings Limited

100.00

Ordinary shares

Asian Telecommunication Investments (Mauritius) Limited

100.00

Ordinary shares

CCII (Mauritius), Inc.

100.00

Ordinary shares

CGP India Investments Ltd.

100.00

Ordinary shares

Euro Pacific Securities Ltd.

100.00

Ordinary shares

Mobilvest

100.00

Ordinary shares

Prime Metals Ltd.

100.00

Ordinary shares

Trans Crystal Ltd.

100.00

Ordinary shares

Vodafone Mauritius Ltd.

100.00

Ordinary shares

Vodafone Tele-Services (India) Holdings Limited

100.00

Ordinary shares

Vodafone Telecommunications (India) Limited

100.00

Ordinary shares

Mexico

Avenida Insurgentes Sur No. 1647, Piso 12, despacho 1202, Colonia San José Insurgentes, Alcaldía Benito Juárez, C.P. 03900, Ciudad de México, Mexico

Vodafone Empresa México S.de R.L. de C.V.

100.00

Corporate certificate series A shares, Corporate certificate series B shares

Mozambique

Rua dos Desportistas, Numero 649, Cidade de Maputo, Mozambique

Vodacom Moçambique, SA5

51.42

Ordinary shares

Vodafone M-Pesa, S.A5

51.42

Ordinary shares

Netherlands

Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den IJssel, Netherlands

Vodafone Enterprise Netherlands B.V.

100.00

Ordinary shares

Vodafone Europe B.V.

100.00

Ordinary shares

Vodafone International Holdings B.V.

100.00

Ordinary shares

Vodafone Panafon International Holdings B.V.

99.87

Ordinary shares

Rivium Quadrant 175, 2909 LC, Capelle aan den IJssel, Netherlands

Central Tower Holding Company B.V. 4

81.74

Ordinary shares and special shares

Zuid-hollanden 7, Rode Olifant, Spaces, 2596AL, den Haag, Netherlands

IoT.nxt USA BV5

30.87

Ordinary shares

IOT.NXT B.V.5

30.87

Ordinary shares

IoT.nxt Europe BV5

30.87

Ordinary shares

New Zealand

74 Taharoto Road, Takapuna, Auckland, 0622, New Zealand

Vodafone Enterprise Hong Kong Limited -New Zealand Branch2

100.00

Branch

Norway

c/o EconPartner AS, Dronning Mauds gate 15, Oslo, 0250, Norway

Vodafone Enterprise Norway AS

100.00

Ordinary shares

Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom

Vodafone Limited – Norway Branch2

100.00

Branch

Oman

Knowledge Oasis Muscat, Al-seeb, Muscat, Governorate P.O Box 104 135, Oman

Vodafone Services LLC

100.00

Shares

Poland

ul. Towarowa 28, 00-839,Warsaw, Poland

Vodafone Business Poland sp. z o.o.

100.00

Ordinary shares

Notes to the consolidated financial statements (continued)

% of share class

held by Group

Company name

Companies

Share class

Portugal

Av. D. João II, nº 36 – 8º Piso, 1998 – 017, Parque das Nações, Lisboa, Portugal

Oni Way - Infocomunicacoes, S.A

100.00

Ordinary shares

Vantage Towers, S.A.4

81.74

Ordinary shares

Vodafone Enterprise Spain, S.L.U. – Portugal Branch2

100.00

Branch

Vodafone Portugal – Comunicacoes Pessoais, S.A.

100.00

Ordinary shares

Romania

1 A Constantin Ghercu Street, 10th Floor, 6th District, Bucharest, Romania

UPC Services S.R.L. (in liquidation)

100.00

Ordinary shares

201 Barbu Vacarescu, 4th Floor, 2nd District, Bucharest, Romania

Vodafone Romania S.A

100.00

Ordinary shares

201 Barbu Vacarescu, 5th Floor, 2nd District, Bucharest, Romania

Vodafone External Services S.R.L.

100.00

Ordinary shares

201 Barbu Vacarescu Street, Mezzanine, District 2, Bucharest, Romania

Vodafone Foundation

100.00

Sole member

201 Barbu Vacarescu Street, Mezzanine, Room 1, District 2, Bucharest, Romania

Vantage Towers S.R.L.4

81.74

Ordinary shares

62D Nordului Street, District 1, Bucharest, Romania

UPC Foundation

100.00

Sole member

Oltenitei Street no. 2, City Offices Building, 3rd Floor, Bucharest, 4th District, Romania

Vodafone România Technologies SRL

100.00

Ordinary shares

Sectorul 2, Strada Barbu Văcărescu, Nr. 201, Etaj 1, Bucharest, Romania

Vodafone România M – Payments SRL

100.00

Ordinary shares

Șoseaua Vestului no. 1A, West Mall Ploiești, First Floor, Ploiești, Romania

Evotracking SRL

100.00

Ordinary shares

Russian Federation

Build. 2, 14/10, Chayanova str., 125047, Moscow, Russian Federation

Cable & Wireless CIS Svyaz LLC

100.00

Charter capital shares

Serbia

Vladimira Popovića 38-40, New Belgrade, 11070, Serbia

Vodafone Enterprise Equipment Limited Ogranak u Beogradu - Serbia Branch2

100.00

Branch

Singapore

Asia Square Tower 2, 12 Marina View, #17-01, 018961, Singapore

Vodafone Enterprise Singapore Pte.Ltd

100.00

Ordinary shares

Slovakia

Prievozská 6, Bratislava, 821 09, Slovakia

Vodafone Czech Republic A.S. – Slovakia Branch2

100.00

Branch

Suché mýto 1, Bratislava, 811 03, Slovakia

Vodafone Global Network Limited – Slovakia Branch2

100.00

Branch

South Africa

319 Frere Road, Glenwood, 4001, South Africa

Cable and Wireless Worldwide South Africa (Pty) Ltd

100.00

Ordinary shares

9 Kinross Street, Germiston South, 1401, South Africa

Vodafone Holdings (SA) Proprietary Limited

100.00

Ordinary shares

Vodafone Investments (SA) Proprietary Limited

100.00

Ordinary A shares, “B” Ordinary no par value shares

Bylsbridge Office Park, Building 14m Block C, 1st Floor, Alexandra Road, Centurion,Highveld Ext 73, 0046, South Africa

10T Holdings (Proprietary) Limited5

30.86

Ordinary shares

IoT.nxt (Pty) Limited5

30.86

Ordinary shares

IOT.nxt Development (Pty) Limited5

30.86

Ordinary shares

Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa

GS Telecom (Pty) Limited5

60.50

Ordinary shares

Infinity Services Partner Company5

60.50

Ordinary shares

Jupicol (Proprietary) Limited5

42.35

Ordinary shares

Mezzanine Ware (RF) Proprietary Limited5

54.45

Ordinary shares

Motifprops 1 (Proprietary) Limited5

60.50

Ordinary shares

Scarlet Ibis Investments 23 (Pty) Limited5

60.50

Ordinary shares

Storage Technology Services (Pty) Limited5

30.85

Ordinary shares

Vodacom (Pty) Limited5

60.50

Ordinary shares, Ordinary A shares

Vodacom Business Africa Group (Pty) Limited5

60.50

Ordinary shares

Vodacom Financial Services (Proprietary) Limited5

60.50

Ordinary shares

Vodacom Group Limited

60.50

Ordinary shares

Vodacom Insurance Administration Company (Proprietary) Limited5

60.50

Ordinary shares

Vodacom Insurance Company (RF) Limited5

60.50

Ordinary shares

Vodacom International Holdings (Pty) Limited5

60.50

Ordinary shares

Vodacom Life Assurance Company (RF) Limited5

60.50

Ordinary shares

Notes to the consolidated financial statements (continued)

Vodacom Payment Services (Proprietary) Limited5

60.50

Ordinary shares

Vodacom Properties No 1 (Proprietary) Limited5

60.50

Ordinary shares

Vodacom Properties No.2 (Pty) Limited5

60.50

Ordinary shares

Wheatfields Investments 276 (Proprietary) Limited5

60.50

Ordinary shares

XLink Communications (Proprietary) Limited5

60.50

Ordinary A Shares

Spain

Antracita, 7 – 28045, Madrid , Spain

Vodafone Automotive Iberia S.L.

100.00

Ordinary shares

Avenida de América 115, 28042, Madrid, Spain

Vodafone Enabler España, S.L.

100.00

Ordinary shares

Vodafone Energía, S.L.

100.00

Ordinary shares

Vodafone Enterprise Spain SLU

100.00

Ordinary shares, Ordinary euro shares

Vodafone España S.A.U.

100.00

Ordinary shares

Vodafone Holdings Europe S.L.U.

100.00

Ordinary shares

Vodafone ONO, S.A.U.

100.00

Ordinary shares

Vodafone Servicios S.L.U.

100.00

Ordinary shares

Calle San Severo 22, 28042, Madrid, Spain

Vantage Towers, S.L.U. 4

81.74

Ordinary shares

Torre Norte Adif, Explanada de la Estación no 7, 29002, Málaga, Spain

Vodafone Intelligent Solutions España, S.L.U.

100.00

Ordinary shares

Sweden

c/o Hellström advokatbyrå, Box 7305, 103 90, Stockholm, Sweden

Vodafone Enterprise Sweden AB

100.00

Ordinary shares, Shareholder’s contribution shares

Switzerland

Schiffbaustrasse 2, 8005, Zurich, Switzerland

Vodafone Enterprise Switzerland AG

100.00

Ordinary shares

Taiwan

22F., No.100, Songren Road., Xinyi District, Taipei City, 11070, Taiwan

Vodafone Global Enterprise Taiwan Limited

100.00

Ordinary shares

Tanzania, United Republic of

15 Floor, Vodacom Tower, Ursino Estate, Plot No. 23, Bagamoyo Road, Dar es Salaam, Tanzania, United Republic of

M-Pesa Limited5

45.37

Ordinary A shares, Ordinary B shares

Shared Networks Tanzania Limited5

45.37

Ordinary shares

Vodacom Tanzania Public Limited Company5

45.37

Ordinary shares

3rd Floor, Maktaba (Library), ComplexBibi, Titi Mohaned Road, Dar es Salaam, Tanzania, United Republic of

Gateway Communications Tanzania Limited (in liquidation)5

59.89

Ordinary shares

Turkey

Büyükdere Caddesi, No: 251, Maslak, Şişli / İstanbul, 34398, Turkey

Vodafone Bilgi Ve Iletisim Hizmetleri AS

100.00

Registered shares

Vodafone Dagitim, Servis ve Icerik Hizmetleri A.S.

100.00

Ordinary shares

Vodafone Dijital Yayincilik Hizmetleri A.S.

100.00

Ordinary shares

Vodafone Holding A.S.

100.00

Registered shares

Vodafone Kule ve Altyapi Hizmetleri A.S.

100.00

Ordinary shares

Vodafone Mall Ve Electronik Hizmetler Ticaret AS

100.00

Ordinary shares

Vodafone Medya Icerik Hizmetleri A.S.

100.00

Ordinary shares

Vodafone Net İletişim Hizmetleri A.S.

100.00

Ordinary shares

Vodafone Telekomunikasyon A.S.

100.00

Registered shares

İTÜ Ayazağa Kampüsü, Koru Yolu, Arı Teknokent Arı 3 Binası, Maslak, İstanbul, 586553, Turkey

Vodafone Teknoloji Hizmetleri A.S.

100.00

Registered shares

Maslak Mah. AOS 55 Sk. 42 Maslak Sit. B Blok Apt. No: 4/663, Sarıyer Istanbul, Turkey

Vodafone Sigorta Aracilik Hismetleri A.S.

100.00

Ordinary shares

Maslak Mah.AOS 55. Sok. 42 Maslak B BLOK Sit.No: 4 / 665,
Sarıyer / Istanbul, Turkey

Vodafone Elektronik Para Ve Ödeme Hizmetleri A.S.

100.00

Registered shares

Maslak Mah. AOS 55.Sokak 42 Maslak Sitesi No:4 Kat 18, Ic Kapi: 664 Sarıyer Istanbul, Turkey

Vodafone Finansman A.S.

100.00

Ordinary shares

Ukraine

Bohdana Khmelnytskogo Str. 19-21, Kyiv, Ukraine

LLC Vodafone Enterprise Ukraine

100.00

Ordinary shares

Notes to the consolidated financial statements (continued)

% of share class

held by Group

Company name

Companies

Share class

United Arab Emirates

16-SD 129,Ground Floor, Building 16-Co Work,Dubai Internet
City,United Arab Emirates

Vodacom Fintech Services FZ-LLC5

60.50

Ordinary shares

Office 101, 1st Floor, DIC Building 1, Dubai Internet City, Dubai, United Arab Emirates

Vodafone Enterprise Europe (UK) Limited – Dubai Branch2

100.00

Branch

United Kingdom

1-2 Berkeley Square, 99 Berkeley Street, Glasgow, G3 7HR, Scotland

Thus Group Holdings Limited

100.00

Ordinary shares

Thus Group Limited

100.00

Ordinary shares

Thus Profit Sharing Trustees Limited

100.00

Ordinary shares

11 Staple Inn, London,WC1V 7QH,United Kingdom

Vodacom Business Africa Group Services
Limited5

60.50

Ordinary shares, Preference shares

Vodacom Investments Company Proprietary Limited5

60.50

Ordinary shares

Vodacom UK Limited5

60.50

Ordinary shares, Non-redeemable ordinary A shares, Ordinary B shares, Non-redeemable preference shares

784 Upper Newtownards Road, Belfast, BT16 1UD, United Kingdom

Vodafone (NI) Limited

100.00

Ordinary shares

Edinburgh House, 4 North St. Andrew Street, Edinburgh, EH2 1HJ, United Kingdom

Pinnacle Cellular Group Limited

100.00

Ordinary shares

Pinnacle Cellular Limited

100.00

Ordinary shares

Vodafone (Scotland) Limited

100.00

Ordinary shares

Quarry Corner, Dundonald, Belfast, BT16 1UD, Northern Ireland

Energis (Ireland) Limited

100.00

A Ordinary shares, B Ordinary shares, C Ordinary shares, D Ordinary

Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom

Apollo Submarine Cable System
Limited

100.00

Ordinary shares

Bluefish Communications Limited

100.00

Ordinary A shares, Ordinary B shares, Ordinary C shares, Ordinary D shares

Cable & Wireless Aspac Holdings Limited

100.00

Ordinary shares

Cable & Wireless CIS Services Limited

100.00

Ordinary shares

Cable & Wireless Communications Data Network Services Limited

100.00

'A' Ordinary shares, 'B' Ordinary shares

Cable & Wireless Europe Holdings Limited

100.00

Ordinary shares

Cable & Wireless Global Business Services Limited

100.00

Ordinary shares

Cable & Wireless Global Holding Limited

100.00

Ordinary shares

Cable & Wireless Global Telecommunication Services Limited

100.00

Ordinary shares

Cable & Wireless UK Holdings Limited

100.00

Ordinary shares

Cable & Wireless Worldwide Limited

100.00

Ordinary shares, Redeemable preference shares

Cable & Wireless Worldwide Voice Messaging Limited

100.00

Ordinary shares

Cable and Wireless (India) Limited

100.00

Ordinary shares

Cable and Wireless Nominee Limited

100.00

Ordinary shares

Central Communications Group Limited

100.00

Ordinary shares, Ordinary A shares

Energis Communications Limited

100.00

Ordinary shares

Energis Squared Limited

100.00

Ordinary shares

General Mobile Corporation
Limited (in process of dissolution)

100.00

Ordinary shares

London Hydraulic Power Company (The)

100.00

Ordinary shares,
5% Non-Cumulative preference shares

MetroHoldings Limited

100.00

Ordinary shares

ML Integration Group Limited

100.00

Ordinary shares

Navtrak Limited

100.00

Ordinary shares

Project Telecom Holdings Limited1

100.00

Ordinary shares

Rian Mobile Limited

100.00

Ordinary shares

Talkland International Limited (in
process of dissolution)

100.00

Ordinary shares

Talkmobile Limited

100.00

Ordinary shares

The Eastern Leasing Company Limited

100.00

Ordinary shares

Thus Limited

100.00

Ordinary shares

Vizzavi Limited

100.00

Ordinary shares

Voda Limited

100.00

Ordinary shares

Vodafone (New Zealand) Hedging Limited

100.00

Ordinary shares

Vodafone 2.

100.00

Ordinary shares

Vodafone 4 UK

100.00

Ordinary shares

Notes to the consolidated financial statements (continued)

Vodafone 5 Limited

100.00

Ordinary shares

Vodafone 5 UK

100.00

Ordinary shares

Vodafone 6 UK

100.00

Ordinary shares

Vodafone Americas 4

100.00

Ordinary shares

Vodafone Automotive UK Limited

100.00

Ordinary shares

Vodafone Benelux Limited

100.00

Ordinary shares, Preference shares

Vodafone Cellular Limited1

100.00

Ordinary shares

Notes to the consolidated financial statements (continued)

% of share class

held by Group

Company name

Companies

Share class

Vodafone Consolidated Holdings Limited

100.00

Ordinary shares

Vodafone Corporate Limited

100.00

Ordinary shares

Vodafone Corporate Secretaries Limited1

100.00

Ordinary shares

Vodafone DC Pension Trustee Company Limited1

100.00

Ordinary shares

Vodafone Distribution Holdings Limited

100.00

Ordinary shares

Vodafone Enterprise Corporate Secretaries Limited

100.00

Ordinary shares

Vodafone Enterprise Equipment Limited

100.00

Ordinary shares

Vodafone Enterprise Europe (UK) Limited

100.00

Ordinary shares

Vodafone Enterprise U.K.

100.00

Ordinary shares

Vodafone Euro Hedging Limited

100.00

Ordinary shares

Vodafone Euro Hedging Two

100.00

Ordinary shares

Vodafone Europe UK

100.00

Ordinary shares

Vodafone European Investments1

100.00

Ordinary shares

Vodafone European Portal Limited1

100.00

Ordinary shares

Vodafone Finance Limited 1

100.00

Ordinary shares

Vodafone Finance Luxembourg Limited

100.00

Ordinary shares

Vodafone Finance Sweden

100.00

Ordinary shares, Ordinary deferred

Vodafone Finance UK Limited

100.00

Ordinary shares

Vodafone Financial Operations

100.00

Ordinary shares

Vodafone Global Content Services Limited

100.00

Ordinary shares, 5% fixed rate non-voting preference shares

Vodafone Global Enterprise Limited

100.00

Ordinary shares, Deferred shares, B deferred shares

Vodafone Group (Directors) Trustee Limited1

100.00

Ordinary shares

Vodafone Group Pension Trustee Limited1

100.00

Ordinary shares

Vodafone Group Services Limited

100.00

Ordinary shares, Deferred shares

Vodafone Group Services No.2 Limited1

100.00

Ordinary shares

Vodafone Group Share Trustee Limited1

100.00

Ordinary shares

Vodafone Holdings Luxembourg Limited

100.00

Ordinary shares

Vodafone Intermediate Enterprises Limited

100.00

Ordinary shares

Vodafone International 2 Limited – UK Branch2

100.00

Branch

Vodafone International Holdings Limited

100.00

Ordinary shares

Vodafone International Operations Limited

100.00

Ordinary shares

Vodafone Investment UK

100.00

Ordinary shares

Vodafone Investments Australia Limited

100.00

Ordinary shares

Vodafone Investments Limited1

100.00

Ordinary shares, Zero coupon redeemable preference shares

Vodafone IP Licensing Limited1

100.00

Ordinary shares

Vodafone Limited

100.00

Ordinary shares

Vodafone Marketing UK

100.00

Ordinary shares

Vodafone Mobile Communications Limited

100.00

Ordinary shares

Vodafone Mobile Enterprises Limited

100.00

A-ordinary shares, Ordinary one pound shares

Vodafone Mobile Network Limited

100.00

A-ordinary shares, Ordinary one pound shares

Vodafone Nominees Limited1

100.00

Ordinary shares

Vodafone Oceania Limited

100.00

Ordinary shares

Vodafone Old Show Ground Site Management Limited

100.00

Ordinary shares

Vodafone Overseas Finance Limited

100.00

Ordinary shares

Vodafone Overseas Holdings Limited

100.00

Ordinary shares

Vodafone Panafon UK

99.87

Ordinary shares

Vodafone Partner Services Limited

100.00

Ordinary shares, Redeemable preference shares

Vodafone Property Investments Limited

100.00

Ordinary shares

Vodafone Retail (Holdings) Limited

100.00

Ordinary shares

Vodafone Sales & Services Limited

100.00

Ordinary shares

Vodafone UK Foundation

100.00

Sole member

Vodafone UK Limited1

100.00

Ordinary shares

Vodafone Ventures Limited1

100.00

Ordinary shares

Vodafone Worldwide Holdings Limited

100.00

Ordinary shares; Cumulative preference

Vodafone Yen Finance Limited

100.00

Ordinary shares

Vodafone-Central Limited

100.00

Ordinary shares

Vodaphone Limited

100.00

Ordinary shares

Vodata Limited

100.00

Ordinary shares

Your Communications Group Limited

100.00

B Ordinary shares, Redeemable preference shares

United States

Notes to the consolidated financial statements (continued)

1209 Orange, Orange Street,Wilmington,New Castle DE
19801,United States

IoT nxt USA Inc5

30.87

Common stock

145 West 45th St., 8th Floor, New York NY 10036, United States

Cable & Wireless Americas
Systems, Inc.

100.00

Common stock shares

Vodafone Americas Virginia Inc.

100.00

Common stock shares

Vodafone US Inc.

100.00

Common stock shares

1615 Platte Street, Suite 02-115, Denver CO 80202, United States

Vodafone Americas Foundation

100.00

Trustee

2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, United States

Unitymedia Finance LLC

100.00

Sole member

Notes to the consolidated financial statements (continued)

Associated undertakings and joint arrangements

Company Name

% of share
class held
by Group
Companies

Share Class

Australia

Ground Floor, 55 Clarence Street, Sydney NSW 2000, Australia

FTTB Wholesale Pty Ltd

25.05

Ordinary shares

Level 1, 177 Pacific Highway, North Sydney NSW 2060, Australia

3.6 GHz Spectrum Pty Ltd

25.05

Ordinary shares

AAPT Limited

25.05

Ordinary shares

ACN 088 889 230 Pty Ltd

25.05

Ordinary shares

ACN 139 798 404 Pty Ltd

25.05

Ordinary shares

Adam Internet Holdings Pty Ltd

25.05

Ordinary shares

Adam Internet Pty Ltd

25.05

A shares, B shares, Ordinary shares

Agile Pty Ltd

25.05

Ordinary shares

AlchemyIT Pty Ltd

25.05

Ordinary shares

Blue Call Pty Ltd

25.05

Ordinary shares

Cable Licence Holdings Pty Ltd

25.05

A shares, B shares

Chariot Pty Ltd

25.05

Ordinary shares

Chime Communications Pty Ltd

25.05

Ordinary shares

Connect Internet Solutions Pty Limited

25.05

Ordinary shares

Connect West Pty Ltd

25.05

No 1 Ordinary shares

Destra Communications Pty Ltd

25.05

Ordinary shares

Digiplus Contracts Pty Ltd

25.05

Ordinary shares

Digiplus Holdings Pty Ltd

25.05

Ordinary shares

Digiplus Investments Pty Ltd

25.05

Ordinary shares

Digiplus Pty Ltd

25.05

Ordinary shares

H3GA Properties (No.3) Pty Limited

25.05

Ordinary shares

Hosteddesktop.com Pty Ltd

25.05

Ordinary shares

iHug Pty Ltd

25.05

No 1 Ordinary shares

iiNet (Ozemail) Pty Ltd

25.05

Ordinary shares

iiNet Labs Pty Ltd

25.05

Ordinary shares

iiNet Limited

25.05

Ordinary shares

Internode Pty Ltd

25.05

B shares, Ordinary shares

IntraPower Pty Limited

25.05

Ordinary shares

Intrapower Terrestrial Pty Ltd

25.05

Ordinary shares

IP Group Pty Ltd

25.05

Ordinary shares

IP Services Xchange Pty Ltd

25.05

A shares, B shares

Jiva Pty Ltd

25.05

Ordinary shares

Kooee Communications Pty Ltd

25.05

Ordinary shares

Kooee Mobile Pty Ltd

25.05

Ordinary shares

Kooee Pty Ltd

25.05

A shares, B shares

Mercury Connect Pty Ltd

25.05

E shares, Ordinary shares

Mobile JV Pty Limited

25.05

Ordinary shares

Mobileworld Communications Pty Limited

25.05

Ordinary shares

Mobileworld Operating Pty Ltd

25.05

Ordinary shares

Netspace Online Systems Pty Ltd

25.05

Ordinary shares

Numillar IPS Pty Ltd

25.05

Ordinary shares

Orchid Human Resources Pty Ltd

25.05

Ordinary shares

PIPE International (Australia) Pty Ltd

25.05

Ordinary shares

PIPE Networks Pty Limited

25.05

Ordinary shares

PIPE Transmission Pty Limited

25.05

Ordinary shares

PowerTel Limited

25.05

Ordinary shares

Request Broadband Pty Ltd

25.05

Ordinary shares

Soul Communications Pty Ltd

25.05

Ordinary shares

Soul Contracts Pty Ltd

25.05

Ordinary shares

Soul Pattinson Telecommunications Pty Ltd

25.05

Ordinary shares

SPT Telecommunications Pty Ltd

25.05

Ordinary shares

SPTCom Pty Ltd

25.05

Ordinary shares

Telecom Enterprises Australia Pty Limited

25.05

Ordinary shares

Telecom New Zealand Australia Pty Ltd

25.05

Ordinary shares, Redeemable preference shares

TPG Corporation Limited

25.05

Ordinary shares

TPG Energy Pty Ltd

25.05

Ordinary shares

TPG Finance Pty Limited

25.05

Ordinary shares

TPG Holdings Pty Ltd

25.05

Ordinary shares

TPG Internet Pty Ltd

25.05

Ordinary shares

TPG JV Company Pty Ltd

25.05

Ordinary shares

TPG Network Pty Ltd

25.05

Ordinary shares

Notes to the consolidated financial statements (continued)

TPG Telecom Limited

25.05

Ordinary shares

TransACT Broadcasting Pty Ltd

25.05

Ordinary shares

TransACT Capital Communications Pty Ltd

25.05

Ordinary shares

TransACT Communications Pty Ltd

25.05

Ordinary shares

TransACT Victoria Communications Pty Ltd

25.05

Ordinary shares

TransACT Victoria Holdings Pty Ltd

25.05

Ordinary shares

Transflicks Pty Ltd

25.05

Ordinary shares

Trusted Cloud Pty Ltd

25.05

Ordinary shares

Trusted Cloud Solutions Pty Ltd

25.05

Ordinary shares

Value Added Network Pty Ltd

25.05

Ordinary shares

Virtual Desktop Pty Ltd

25.05

Ordinary shares

Vodafone Australia Pty Limited

25.05

Ordinary shares, Class B shares, Redeemable preference shares

Vodafone Foundation Australia Pty Limited

25.05

Ordinary shares

Vodafone Hutchison Receivables Pty Limited

25.05

Ordinary shares

Vodafone Hutchison Spectrum Pty Limited

25.05

Ordinary shares

Vodafone Network Pty Limited

25.05

Ordinary shares

Vodafone Pty Limited

25.05

Ordinary shares

VtalkVoip Pty Ltd

25.05

Ordinary shares

Westnet Pty Ltd

25.05

Ordinary shares

Bermuda

Clarendon House, 2 Church St, Hamilton, HM11, Bermuda

PPC 1 Limited

25.05

Ordinary shares

Czech Republic

U Rajské zahrady 1912/3, Praha 3, 130 00, Czech Republic

COOP Mobil s.r.o.

33.33

Ordinary shares

Egypt

23 Kasr El Nil St, Cairo, 11211, Egypt

Wataneya Telecommunications S.A.E

50.00

Ordinary shares

Ethiopia

Kirkos Sub-City, Woreda 01, House No. New, (Safaricom HQ), Addis Ababa, Ethiopia

Safaricom Telecommunications Ethiopia Private Limited Company 5

18.30

Ordinary shares

Germany

38 Berliner Allee, 40212, Düsseldorf, Germany

MNP Deutschland Gesellschaft
bürgerlichen Rechts

33.33

Partnership share

Nobelstrasse 55, 18059, Rostock, Germany

Verwaltung “Urbana Teleunion” Rostock GmbH3

46.92

Ordinary shares

Greece

43–45 Valtetsiou Str., Athens, Greece

Safenet N.P,A.

24.97

Ordinary shares

56 Kifisias Avenue & Delfwn , Marousi, 151 25, Greece

Tilegnous IKE

33.29

Ordinary shares

Marathonos Ave 18 km & Pylou, Pallini, Attica, 15351, Greece

Victus Networks S.A.

49.94

Ordinary shares

India

10th Floor, Birla Centurion, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra, 400030, India

Vodafone Foundation7

46.90

Equity shares

Vodafone Idea Shared Services Limited7

47.61

Equity shares

Vodafone Idea Technology Solutions Limited7

47.61

Equity shares

Vodafone m-pesa Limited7

47.61

Equity shares

You Broadband India Limited7

47.61

Equity shares

A-19, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi, Delhi, 110044, India

FireFly Networks Limited7

23.81

Equity shares

A4, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai, Maharashtra, 400030, India

Aditya Birla Idea Payments Bank Limited (in liquidation)7

23.33

Equity shares

Building No.10, Tower-A, 4th Floor,DLF Cyber City,Gurugram,
Haryana, 122002, India

Indus Towers Limited

21.05

Ordinary shares

Suman Tower Plot No. 18, Sector No. 11, Gandhinagar, 382011, Gujarat, India

Vodafone Idea Limited

47.61

Equity shares

Vodafone Idea Manpower Services Limited7

47.04

Equity shares

Vodafone House, Corporate Road, Prahladnagar, Off S. G. Highway, Ahmedabad, Gujarat, 380051, India

Connect (India) Mobile Technologies Private Limited7

47.61

Equity shares

Vodafone Idea Business Services Limited7

47.61

Equity shares

Vodafone Idea Communication Systems Limited7

47.61

Equity shares

Vodafone Idea Telecom Infrastructure Limited7

47.61

Equity shares

Ireland

Notes to the consolidated financial statements (continued)

The Herbert Building, The Park, Carrickmines, Dublin, Ireland

Siro DAC

50.00

Ordinary shares

Siro JV Holdco Limited

50.00

Ordinary B shares

Italy

Via Gaetana Negri 1, 20123, Milano, Italy

Infrastrutture Wireless Italiane S.p.A4

27.12

Ordinary shares

Kenya

LR No. 13263, Safaricom House, Waiyaki Way, PO Box 66827-00800, Nairobi, Kenya

Safaricom PLC6

26.13

Ordinary shares

Safaricom House, Waiyaki Way Westlands, Nairobi, Kenya

M-PESA Africa Limited5

43.31

Ordinary shares

Luxembourg

15 rue Edward Steichen, Luxembourg, 2540, Luxembourg

Tomorrow Street SCA

50.00

Ordinary A shares, Ordinary B shares, Ordinary C shares

Netherlands

3 More London Riverside, London, SE1 2AQ, United Kingdom

Global Partnership for Ethiopia B.V.5

18.30

Ordinary shares

Avenue Ceramique 300, 6221 Kx, Maastricht, Netherlands

Vodafone Libertel B.V.

50.00

Ordinary shares

Boven Vredenburgpassage 128, 3511 WR, Utrecht, Netherlands

Amsterdamse Beheer- en Consultingmaatschappij B.V.

50.00

Ordinary shares

Esprit Telecom B.V.

50.00

Ordinary shares

FinCo Partner 1 B.V.

50.00

Ordinary shares

LGE HoldCo V B.V.

50.00

Ordinary shares

LGE HoldCo VI B.V.

50.00

Ordinary shares

LGE Holdco VII B.V.

50.00

Ordinary shares

LGE HoldCo VIII B.V.

50.00

Ordinary shares

Vodafone Financial Services B.V.

50.00

Ordinary shares

Vodafone Nederland Holding I B.V.

50.00

Ordinary shares

Vodafone Nederland Holding II B.V.

50.00

Ordinary shares

VodafoneZiggo Employment B.V.

50.00

Ordinary shares

VodafoneZiggo Group B.V.

50.00

Ordinary shares

VodafoneZiggo Group Holding B.V.

50.00

Ordinary shares

VZ Financing I B.V.

50.00

Ordinary shares

VZ Financing II B.V.

50.00

Ordinary shares

VZ FinCo B.V.

50.00

Ordinary shares

VZ PropCo B.V.

50.00

Ordinary shares

VZ Secured Financing B.V.

50.00

Ordinary shares

XB Facilities B.V.

50.00

Ordinary shares

Ziggo B.V.

50.00

Ordinary shares

Ziggo Deelnemingen B.V.

50.00

Ordinary shares

Ziggo Finance 2 B.V.

50.00

Ordinary shares

Ziggo Netwerk II B.V.

50.00

Ordinary shares

Ziggo Real Estate B.V.

50.00

Ordinary shares

Ziggo Services B.V.

50.00

Ordinary shares

Ziggo Services Employment B.V.

50.00

Ordinary shares

Ziggo Services Netwerk 2 B.V.

50.00

Ordinary shares

Ziggo Zakelijk Services B.V.

50.00

Ordinary shares

Zoranet Connectivity Services B.V.

50.00

Ordinary shares

ZUM B.V.

50.00

Ordinary shares

Media Parkboulevard 2, 1217 WE Hilversum, Netherlands

Liberty Global Content Netherlands B.V.

50.00

Ordinary shares

Winschoterdiep 60, 9723 AB Groningen, Netherlands

Zesko B.V.

50.00

Ordinary shares

Ziggo Bond Company B.V.

50.00

Ordinary shares

Ziggo Netwerk B.V.

50.00

Ordinary shares

New Zealand

Tompkins Wake, Level 11, 41 Shortland Street, Auckland 1010, New Zealand

iiNet (New Zealand) AKL Limited

25.05

Ordinary shares

Unit 17, 24 Allright Place, Mt Wellington, Auckland, New Zealand

TPG (NZ) Pty Ltd

25.05

Ordinary shares

Philippines

22F Robinson Equitable Tower, ADB Ave, Corner Povega St, Ortigas Center, Pasig City, Philippines

Orchid Cybertech Services Inc

25.05

Ordinary shares

Portugal

Espaço Sete Rios, LEAP Rua de Campolide, 351, 0.05 , 1070-034, Lisboa, Portugal

Dualgrid – Gestão de Redes Partilhadas, S.A.

50.00

Ordinary shares

Notes to the consolidated financial statements (continued)

Rua Pedro e Inês, Lote 2.08.01, 1990-075, Parque das Nações, Lisboa, Portugal

Sport TV Portugal, S.A.

25.00

Nominative shares

Romania

Floor 3, Module 2, Connected Buildings III, Nr. 10A, Dimitrie Pompei Boulevard, Bucharest, Sector 2, Romania

Netgrid Telecom SRL

50.00

Ordinary shares

Russian Federation

Building 3, 11, Promyshlennaya Street, Moscow 115 516

Autoconnex Limited

35.00

Ordinary shares

South Africa

76 Maude Street, Sandton, Johannesberg, 2196, South Africa

Waterberg Lodge (Proprietary) Limited5

30.25

Ordinary shares

Building 13,Ground Floor, East Thornhill Office Park, 94 Bekker
Road, Vorna Valley, X67 1685, South Africa

Number Portability Company (Pty) Ltd5

12.10

Ordinary shares

Rigel Park, Block A, 446 Rigel Avenue, Erasmusrand, Pretoria, 0181, South Africa

Canard Spatial Technologies(Pty) Ltd5

19.66

Ordinary shares

AfriGis(Pty) Ltd5

16.13

Ordinary shares

Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa

M-Pesa S.A (Proprietary) Limited5

43.31

Ordinary shares

Tanzania, United Republic of

Plot No. 23, Ursino Estate, Bagamoyo Road, Dar es Salaam, Tanzania, United Republic of

Vodacom Trust Limited (in liquidation)5

45.37

Ordinary A shares, Ordinary B shares

Turkey

Çifte Havuzlar Mah Eski Londra Asfaltı Cad No: 151/1E/301, Esenler, Istanbul, Turkey

FGS Bilgi Islem Urunler Sanayi ve Ticaret AS

50.00

Ordinary shares

United Kingdom

24/25 The Shard, 32 London Bridge Street, London, SE1 9SG, United Kingdom

Digital Mobile Spectrum Limited

25.00

Ordinary shares

3 More London Riverside, London, SE1 2AQ,United Kingdom

VodaFamily Ethiopia Holding Company Limited5

29.57

Ordinary shares

Griffin House, 161 Hammersmith Road, London, W6 8BS, United Kingdom

Cable & Wireless Trade Mark Management Limited

50.00

Ordinary A shares, Ordinary B shares

Hive 2, 1530 Arlington Business Park, Theale, Reading, Berkshire, RG7 4SA, United Kingdom

Cornerstone Telecommunications Infrastructure Limited4

40.87

Ordinary shares

Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom

Vodafone Hutchison (Australia) Holdings Limited

50.00

Ordinary shares

United States

251 Little Falls Drive, Wilmington DE 19808, United States

LG Financing Partnership

50.00

Partnership interest

PPC 1 (US) Inc.

25.05

Ordinary shares

Ziggo Financing Partnership

50.00

Partnership interest

Notes:

1Directly held by Vodafone Group Plc.
2Branches.
3Shareholding is indirect through Vodafone Deutschland GmbH.
4Shareholding is indirect through Vantage Towers A.G.
5Shareholding is indirect through Vodacom Group Limited. The indirect shareholding is calculated using the 60.50% ownership interest in Vodacom Group Limited.
6At 31 March 2022 the fair value of Safaricom Plc was KES 1,370 billion (€10,693 million) based on the closing quoted share price on the Nairobi Stock Exchange.
7Includes the indirect interest held through Vodafone Idea Limited.

Notes to the consolidated financial statements (continued)

Selected financial information

The table below shows selected financial information in respect of subsidiaries that have non-controlling interests that are material to the Group1.

Vodafone Egypt

Vantage Towers

Vodacom Group Limited

Telecommunications S.A.E

A.G.

2022

2021

2022

2021

2022

€m

€m

€m

€m

€m

Summary comprehensive income information

 

  

 

  

 

  

 

  

 

  

Revenue

 

5,993

 

5,181

 

1,814

 

1,537

 

1,252

Profit for the financial year

 

1,002

 

891

 

314

 

271

 

345

Other comprehensive expense

 

(2)

 

(17)

 

 

 

Total comprehensive income

 

1,000

 

874

 

314

 

271

 

345

Other financial information

 

 

 

 

 

Profit for the financial year allocated to non-controlling interests

 

353

 

310

 

141

 

122

 

66

Dividends paid to non-controlling interests

 

294

 

307

 

194

 

84

 

52

Summary financial position information

 

 

 

 

 

Non-current assets

 

7,253

 

6,592

 

1,630

 

1,765

 

11,137

Current assets

 

3,123

 

2,671

 

440

 

640

 

704

Total assets

 

10,376

 

9,263

 

2,070

 

2,405

 

11,841

Non-current liabilities

 

(2,191)

 

(2,617)

 

(83)

 

(198)

 

(5,251)

Current liabilities

 

(3,539)

 

(2,406)

 

(1,197)

 

(1,217)

 

(1,055)

Total assets less total liabilities

 

4,646

 

4,240

 

790

 

990

 

5,535

Equity shareholders' funds

 

3,624

 

3,332

 

474

 

587

 

4,522

Non-controlling interests

 

1,022

 

908

 

316

 

403

 

1,013

Total equity

 

4,646

 

4,240

 

790

 

990

 

5,535

Statement of cash flows

 

 

 

 

 

Net cash inflow from operating activities

 

1,946

 

1,711

 

755

 

523

 

1,110

Net cash outflow from investing activities

 

(666)

 

(424)

 

(284)

 

(418)

 

(232)

Net cash outflow from financing activities

 

(1,177)

 

(1,251)

 

(749)

 

(7)

 

(861)

Net cash inflow/(outflow)

 

103

 

36

 

(278)

 

98

 

17

Cash and cash equivalents brought forward

 

876

 

826

 

348

 

273

 

48

Exchange gain/(loss) on cash and cash equivalents

 

46

 

14

 

2

 

(23)

 

Cash and cash equivalents

 

1,025

 

876

 

72

 

348

 

65

Note:

1

Vantage Towers A.G. was listed on the Frankfurt Stock exchange on 18 March 2021, resulting in the recognition of non-controlling interests of €1,019 million in year ending 31 March 2021 in the Group’s consolidated Statement of financial position. Non-current assets, current assets, non-current liabilities and current liabilities for Vantage Towers A.G. were €10,899 million, €490 million, €4,976 million and €958 million respectively, in the year ending 31 March 2021 in the Group's consolidated Statement of financial position.

Notes to the consolidated financial statements (continued)

32. Subsidiaries exempt from audit

The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the Companies Act 2006 for the year ended 31 March 2022.

Name

Registration number

Name

Registration number

 

Bluefish Communications Limited

5142610

Vodafone Enterprise Europe (UK) Limited

3137479

Cable & Wireless Aspac Holdings Limited

4705342

Vodafone Euro Hedging Limited

3954207

Cable & Wireless CIS Services Limited

2964774

Vodafone Euro Hedging Two

4055111

Cable & Wireless Europe Holdings Limited

4659719

Vodafone Europe UK

5798451

Cable & Wireless Global Business Services Limited

3537591

Vodafone European Investments

3961908

Cable & Wireless Global Holding Limited

3740694

Vodafone European Portal Limited

3973442

Cable & Wireless UK Holdings Limited

3840888

Vodafone Finance Luxembourg Limited

5754479

Cable & Wireless Worldwide Limited

7029206

Vodafone Finance Sweden

2139168

Cable & Wireless Worldwide Voice Messaging

1981417

Vodafone Finance UK Limited

3922620

Limited

Vodafone Financial Operations

4016558

Cable & Wireless Nominee Limited

3249884

Vodafone Global Content Services Limited

4064873

Energis (Ireland) Limited

NI035793

Vodafone Holdings Luxembourg Limited

4200970

Energis Communications Limited

2630471

Vodafone Intermediate Enterprises Limited

3869137

Energis Squared Limited

3037442

Vodafone International Holdings Limited

2797426

General Mobile Corporation Limited

2585763

Vodafone International Operations Limited

2797438

London Hydraulic Power Company (The)

ZC000055

Vodafone Investment UK

5798385

MetroHoldings Limited

3511122

Vodafone Investments Limited

1530514

ML Integration Group Limited

3252903

Vodafone IP Licensing Limited

6846238

Talkland International Limited

2354106

Vodafone Marketing UK

6858585

The Eastern Leasing Company Limited

1672832

Vodafone Mobile Communications Limited

3942221

Thus Group Holdings Limited

SC192666

Vodafone Mobile Enterprises Limited

3961390

Thus Group Limited

SC226738

Vodafone Mobile Network Limited

3961482

Voda Limited

1847509

Vodafone Nominees Limited

1172051

Vodafone 2.

4083193

Vodafone Oceania Limited

3973427

Vodafone 4 UK

6357658

Vodafone Overseas Finance Limited

4171115

Vodafone 5 Limited

6688527

Vodafone Overseas Holdings Limited

2809758

Vodafone 5 UK

2960479

Vodafone Panafon UK

6326918

Vodafone 6 UK

8809444

Vodafone Property Investments Limited

3903420

Vodafone Americas 4

6389457

Vodafone UK Limited

2227940

Vodafone Benelux Limited

4200960

Vodafone Worldwide Holdings Limited

3294074

Vodafone Cellular Limited

896318

Vodafone Yen Finance Limited

4373166

Vodafone Consolidated Holdings Limited

5754561

Vodaphone Limited

2373469

Vodafone Corporate Secretaries Limited

2357692

Vodata Limited

2502373

Vodafone Enterprise Corporate Secretaries Limited

2303594

Your Communications Group Limited

4171876

Vodafone Enterprise Equipment Limited

1648524

Index of Exhibits to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2022

1.1

Articles of Association of the Company, as adopted on July 27, 2021.

2.1

Indenture, dated as of February 10, 2000, between the Company and Citibank, N.A., as Trustee, including forms of debt securities (incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2018 (File No. 001-10086), filed with the Securities and Exchange Commission on June 8, 2018).

2.2

Agreement of Resignation, Appointment and Acceptance dated as of July 24, 2007, among the Company, Citibank N.A. and The Bank of New York Mellon (incorporated by reference to Exhibit 2.2 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2008 (File No. 001-10086), filed with the Securities and Exchange Commission on June 9, 2008).

2.3

Sixteenth Supplemental Trust Deed dated 16 September 2021 between the Company and The Law Debenture Trust Corporation p.l.c. further modifying and restating the provisions of the Trust Deed dated 16 July 1999 relating to a Euro 30,000,000,000 Euro Medium Term Note Programme.

2.4

Vodafone International Financing First Supplemental Trust Deed dated 16 September 2021 between the Company, Vodafone International Financing DAC and The Law Debenture Trust Corporation p.l.c. further modifying and restating the provisions of the Trust Deed dated 27 July 2020 relating to a Euro 30,000,000,000 Euro Medium Term Note Programme

2.5

Deposit Agreement among Vodafone Group Plc, JPMorgan Chase Bank, N.A. , as depositary, and the owners and beneficial owners from time to time of American Depositary Receipts, dated as of February 15, 2022 (incorporated by reference to Exhibit 99 (A) to the Company’s Registration Statement on Form F-6 for American Depositary Receipts (File No. 333-262760), filed with the Securities and Exchange Commission on February 15, 2022). https://www.sec.gov/Archives/edgar/data/0000839923/000138713122002021/ex99-a.htm

2.6

Form of American Depositary Receipt (included in Exhibit 2.5). https://www.sec.gov/Archives/edgar/data/0000839923/000138713122002021/ex99-a.htm.

2.7

Description of Securities Registered under Section 12 of the Exchange Act.

4.1

Amendment and restatement agreement dated 10 March 2021 between the Company and Barclays Bank plc as successor Agent relating to a USD 3,935,000,000 (as increased to USD 4,004,000,000) Credit Agreement originally dated 27 February 2015 (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2021 (File No. 001-10086), filed with eh Securities and Exchange Commission on June 23, 2021) .

4.2

Extension dated 7 February 2022 between the Company and Barclays Bank plc relating to a USD 3,935,000,000 (as increased to USD 4,004,000,000) Credit Agreement originally dated 27 February 2015 and as amended pursuant to an amendment agreement dated 10 March 2021.

4.3

Amendment and restatement agreement dated 10 March 2021 between the Company and Barclays Bank plc as Agent relating to a EURO 3,840,000,000 (as increased to EURO 3,990,000,000) Credit Agreement originally dated 28 March 2014 (incorporated by reference to Exhibit 4.11 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2021 (File No. 001-10086), filed with eh Securities and Exchange Commission on June 23, 2021).

4.4

Extension dated 6 December 2019 between the Company and Barclays Bank plc relating to a EUR 3,840,000,000 (as increased to EUR 3,990,000,000) Credit Agreement originally dated 28 March 2014 and as amended pursuant to an amendment agreement dated 10 March 2021 (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2020 (File No. 001-10086), filed with the Securities and Exchange Commission on July 2, 2020).

4.5

Rules of the Vodafone Global Incentive Plan 2014 (incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2019 (File No. 001-10086), filed with the Securities and Exchange Commission on June 7, 2019).

4.6

Amended and Restated Trust Deed & Rules of the Vodafone Share Incentive Plan dated 28 July 2020 (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2021 (File No. 001-10086), filed with the Securities and Exchange Commission on June 23, 2021).

4.7

Rules of the Vodafone Sharesave Plan (incorporated by reference to Exhibit 4.11 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2019 (File No. 001-10086), filed with the Securities and Exchange Commission on June 7, 2019).

4.8

Letter of Appointment of Valerie Gooding dated 25 November 2013 (incorporated by reference to Exhibit 4.30 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2014 (File No. 001-10086), filed with the Securities and Exchange Commission on June 10, 2014).

4.9

Letter of Appointment of Sir Crispin Davis dated 14 April 2014 (incorporated by reference to Exhibit 4.32 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2014 (File No. 001-10086), filed with the Securities and Exchange Commission on June 10, 2014).

4.10

Letter of Appointment of Dame Clara Furse dated 13 May 2014 (incorporated by reference to Exhibit 4.33 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2014 (File No. 001-10086), filed with the Securities and Exchange Commission on June 10, 2014).

4.11

Letter of indemnification for Nicholas Read dated 28 October 2014 (incorporated by reference to Exhibit 4.29 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2015 (File No. 001-10086), filed with the Securities and Exchange Commission on June 8, 2015).

4.12

Letter of Appointment for David Nish dated 23 September 2015 (incorporated by reference to Exhibit 4.32 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2016 (File No. 001-10086), filed with the Securities and Exchange Commission on June 10, 2016).

4.13

Letter of Appointment for Maria Amparo Moraleda Martinez dated 24 January 2017 (incorporated by reference to Exhibit 4.30 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2017 (File No. 001-10086), filed with the Securities and Exchange Commission on June 9, 2017).

4.14

Letter of Appointment of Michel Demaré dated 23 January 2018 (incorporated by reference to Exhibit 4.24 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2018 (File No. 001-10086), filed with the Securities and Exchange Commission on June 8, 2018).

4.15

Service Agreement of Nicholas Read dated 26 July 2018 (incorporated by reference to Exhibit 4.25 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2019 (File No. 001-10086), filed with the Securities and Exchange Commission on June 7, 2019).

4.16

Service Agreement of Margherita Della Valle dated July 2018 (incorporated by reference to Exhibit 4.26 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2019 (File No. 001-10086), filed with the Securities and Exchange Commission on June 7, 2019).

4.17

Letter of Appointment of Olaf Klaus Meijer Swantee dated 10 March 2021

4.18

Letter of Appointment of Jean-François van Boxmeer dated 21 May 2020.

4.19

Letter of Appointment of Deborah Kerr dated 28 September 2021.

4.20

Letter of Appointment of Stephen Carter dated 11 May 2022..

4.21

Letter of Appointment of Delphine Ernotte Cunci dated 18 May 2022.

4.22

Letter of Appointment of Simon Segars dated 22 May 2022.

4.23

Implementation Agreement dated 20 March 2017 relating to the combination of the Indian mobile telecommunications businesses of Vodafone Group and Idea Group (incorporated by reference to Exhibit 4.32 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2017 (File No. 001-10086), filed with the Securities and Exchange Commission on June 9, 2017).

4.24

First Amendment to the Implementation Agreement dated 20 March 2017, relating to the combination of the Indian mobile telecommunications businesses of Vodafone Group and Idea Group, entered into on 30 August 2018 (incorporated by reference to Exhibit 4.31 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2019 (File No. 001-10086), filed with the Securities and Exchange Commission on June 7, 2019).

4.25

Transitional Services Agreement dated 31 July 2019 relating to services and co-operation relating to the Share Purchase Agreement dated 9 May 2018 relating to the sale of Liberty Global plc’s businesses in Germany, Romania, Hungary and the Czech Republic (incorporated by reference to Exhibit 4.35 to the Company’s Annual Report on Form

20-F for the financial year ended March 31, 2020 (File No. 001-10086), filed with the Securities and Exchange Commission on July 2, 2020).**

4.26

First Amendment Agreement dated 17 July 2020 in relation to the Transitional Services Agreement dated 31 July 2019 relating to the sale of Liberty Global plc’s businesses in Germany, Romania, Hungary and the Czech Republic (incorporated by reference to Exhibit 4.40 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2021 (File No. 001-10086), filed with the Securities and Exchange Commission on June 23, 2021).***

4.27

Second Amendment Agreement dated 16 December 2020 in relation to the Transitional Services Agreement dated 31 July 2019 relating to the sale of Liberty Global plc’s businesses in Germany, Romania, Hungary and the Czech Republic (incorporated by reference to Exhibit 4.41 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2021 (File No. 001-10086), filed with the Securities and Exchange Commission on June 23, 2021).***

4.28

Novation Agreement dated 16 March 2021 in relation to the Transitional Services Agreement dated 31 July 2019 relating to the sale of Liberty Global plc’s businesses in Germany, Romania, Hungary and the Czech Republic (incorporated by reference to Exhibit 4.42 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2021 (File No. 001-10086), filed with the Securities and Exchange Commission on June 23, 2021).

8.

List of the Company’s related undertakings (incorporated by reference to Note 31 to the Consolidated Financial Statements included in this Annual Report on Form 20-F for the financial year ended March 31, 2022 (File No. 001-10086), filed with the Securities and Exchange Commission on June 16, 2022).

12.

Rule 13a – 14(a) Certifications.

13.

Rule 13a – 14(b) Certifications.

15.1

Consent letter of Ernst & Young LLP.

99.1

Annual Report and Form 20-F Information 2022.

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Schema Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Schema Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Schema Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Schema Presentation Linkbase

104

Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

* The schedules to the Sale and Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Copies of such schedules will be furnished to the SEC upon its request; provided, however, that confidential treatment may be requested pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.

** The schedules to the Transitional Services Agreement have been omitted from this filing. Copies of such schedules will be furnished to the SEC upon its request; provided, however, that confidential treatment may be requested pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. Certain identified confidential information in this exhibit has been omitted because such identified confidential information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

***Certain identified confidential information in this exhibit has been omitted because such identified confidential information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

Page 3 of 3

Signature

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.

Vodafone Group Plc

Registrant

/s/ R E S Martin

Rosemary Martin

Group General Counsel and Company Secretary

Date: 16 June 2022

Exhibit 1.1

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Exhibit 2.3

EXECUTION VERSION

SIXTEENTH SUPPLEMENTAL TRUST DEED

16 SEPTEMBER 2021

VODAFONE GROUP PLC

and

THE LAW DEBENTURE TRUST CORPORATION p.l.c.

further modifying and restating the provisions of
the Trust Deed dated 16 July 1999

relating to a

€30,000,000,000

Euro Medium Term Note Programme

Graphic

Allen & Overy LLP


THIS SIXTEENTH SUPPLEMENTAL TRUST DEED is made on 16 September 2021

BETWEEN:

(1)

VODAFONE GROUP PLC, a company incorporated with limited liability in England and Wales with registered number 1833679, whose registered office is at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England (the Issuer); and

(2)

THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated with limited liability in England and Wales with registered number 1675231, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, England (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of these presents) as trustee for the Noteholders and the Couponholders.

WHEREAS:

(A)

This Sixteenth Supplemental Trust Deed is supplemental to:

(i)

the Trust Deed dated 16 July 1999 (hereinafter called the Principal Trust Deed) made between the Issuer and the Trustee and relating to the Euro Medium Term Note Programme (the Programme) established by the Issuer;

(ii)

the First Supplemental Trust Deed dated 4 May 2000 (the First Supplemental Trust Deed) made between the Issuer and the Trustee modifying and restating the provisions of the Principal Trust Deed;

(iii)

the Second Supplemental Trust Deed dated 31 May 2001 (the Second Supplemental Trust Deed) made between the Issuer and the Trustee further modifying and restating the provisions of the Principal Trust Deed;

(iv)

the Third Supplemental Trust Deed dated 6 June 2002 (the Third Supplemental Trust Deed) made between the Issuer and the Trustee further modifying the provisions of the Principal Trust Deed;

(v)

the Fourth Supplemental Trust Deed dated 19 July 2005 (the Fourth Supplemental Trust Deed) made between the Issuer and the Trustee further modifying and restating the provisions of the Principal Trust Deed;

(vi)

the Fifth Supplemental Trust Deed dated 19 July 2006 (the Fifth Supplemental Trust Deed) made between the Issuer and the Trustee further modifying and restating the provisions of the Principal Trust Deed;

(vii)

the Sixth Supplemental Trust Deed dated 1 August 2007 (the Sixth Supplemental Trust Deed) made between the Issuer and the Trustee further modifying the provisions of the Principal Trust Deed;

(viii)

the Seventh Supplemental Trust Deed dated 14 July 2008 (the Seventh Supplemental Trust Deed) made between the Issuer and the Trustee further modifying the provisions of the Principal Trust Deed;

1


(ix)

the Eighth Supplemental Trust Deed dated 10 July 2009 (the Eighth Supplemental Trust Deed) made between the Issuer and the Trustee further modifying the provisions of the Principal Trust Deed;

(x)

the Ninth Supplemental Trust Deed dated 13 July 2010 (the Ninth Supplemental Trust Deed) made between the Issuer and the Trustee further modifying the provisions of the Principal Trust Deed;

(xi)

the Tenth Supplemental Trust Deed dated 8 July 2011 (the Tenth Supplemental Trust Deed) made between the Issuer and the Trustee further modifying the provisions of the Principal Trust Deed;

(xii)

the Eleventh Supplemental Trust Deed dated 11 July 2013 (the Eleventh Supplemental Trust Deed) made between the Issuer and the Trustee further modifying and restating the provisions of the Principal Trust Deed;

(xiii)

the Twelfth Supplemental Trust Deed dated 4 August 2014 (the Twelfth Supplemental Trust Deed) made between the Issuer and the Trustee further modifying and restating the provisions of the Principal Trust Deed;

(xiv)

the Thirteenth Supplemental Trust Deed dated 12 January 2016 (the Thirteenth Supplemental Trust Deed) made between the Issuer and the Trustee further modifying and restating the provisions of the Principal Trust Deed;

(xv)

the Fourteenth Supplemental Trust Deed dated 5 July 2019 (the Fourteenth Supplemental Trust Deed) made between the Issuer and the Trustee further modifying and restating the provisions of the Principal Trust Deed; and

(xvi)

the Fifteenth Supplemental Trust Deed dated 26 August 2020 (the Fifteenth Supplemental Trust Deed, and together with the Principal Trust Deed, the First Supplemental Trust Deed, the Second Supplemental Trust Deed, the Third Supplemental Trust Deed, the Fourth Supplemental Trust Deed, the Fifth Supplemental Trust Deed, the Sixth Supplemental Trust Deed, the Seventh Supplemental Trust Deed, the Eighth Supplemental Trust Deed, the Ninth Supplemental Trust Deed, the Tenth Supplemental Trust Deed, the Eleventh Supplemental Trust Deed, the Twelfth Supplemental Trust Deed, the Thirteenth Supplemental Trust Deed and the Fourteenth Supplemental Trust Deed, the Subsisting Trust Deeds) made between the Issuer and the Trustee further modifying and restating the provisions of the Principal Trust Deed.

(B)

On 16 September 2021 the Issuer published a modified and updated Prospectus (the Prospectus) relating to the Programme.

NOW THIS SIXTEENTH SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS HEREBY

AGREED AND DECLARED as follows:

1.

SUBJECT as hereinafter provided and unless there is something in the subject matter or context inconsistent therewith all words and expressions defined in the Principal Trust Deed (as modified and restated as aforesaid) shall have the same meanings in this Sixteenth Supplemental Trust Deed.

2.

SAVE:

(a)

in relation to all Series of Notes the first Tranche of which was issued on or prior to the day last preceding the date of this Sixteenth Supplemental Trust Deed; and

2


(b)

for the purpose (where necessary) of construing the provisions of this Sixteenth Supplemental Trust Deed,

with effect on and from the date of this Sixteenth Supplemental Trust Deed:

(i)

the Principal Trust Deed (as modified and/or restated as aforesaid) is further modified in such manner as would result in the Principal Trust Deed as so modified being in the form set out in the Schedule hereto; and

(ii)

the provisions of the Principal Trust Deed (as modified and/or restated as aforesaid) insofar as the same still have effect shall cease to have effect and in lieu thereof the provisions of the Principal Trust Deed as so modified and restated (and being in the form set out in the Schedule hereto) shall have effect.

3.

FOR the avoidance of doubt, the Principal Trust Deed (without the modifications made hereby but, where applicable, as modified and/or restated as aforesaid) shall continue to have effect in relation to all Series of Notes the first Tranche of which was issued on or prior to the day last preceding the date of this Sixteenth Supplemental Trust Deed.

4.

THE Subsisting Trust Deeds shall henceforth be read and construed as one document with this Sixteenth Supplemental Trust Deed.

5.

A Memorandum of the Sixteenth Supplemental Trust Deed shall be endorsed by the Trustee on the Principal Trust Deed and by the Issuer on its duplicate thereof.

IN WITNESS whereof this Sixteenth Supplemental Trust Deed has been executed by the Issuer and the Trustee as a deed and delivered on the day and year first above written.

3


THE SCHEDULE

FORM OF MODIFIED PRINCIPAL TRUST DEED

TRUST DEED

16 JULY 1999

(AS AMENDED AND RESTATED MOST RECENTLY ON 16 SEPTEMBER 2021)

VODAFONE GROUP PLC

and

THE LAW DEBENTURE TRUST CORPORATION p.l.c.

relating to a

€30,000,000,000

Euro Medium Term Note Programme

1


CONTENTS

Clause

Page

1.

Definitions

3

2.

Amount and issue of the Notes

14

3.

Forms of the Notes

16

4.

Fees, Duties and Taxes

19

5.

Covenant of Compliance

19

6.

Cancellation of Notes and Records

19

7.

Enforcement

20

8.

Proceedings, Action and Indemnification

21

9.

Application of Moneys

21

10.

Notice of Payments

22

11.

Investment by Trustee

22

12.

Partial Payments

22

13.

Covenants

22

14.

Remuneration and Indemnification of Trustee

25

15.

Supplement to Trustee Acts

27

16.

Trustee's Liability

31

17.

Trustee contracting with the Issuer

31

18.

Waiver, Authorisation and Determination

32

19.

Holder of Definitive Bearer Note assumed to be Couponholder

33

20.

Substitution and consolidation merger, Conveyance, Transfer Or Lease

33

21.

Currency Indemnity

36

22.

New Trustee

37

23.

Trustee's Retirement and Removal

37

24.

Trustee's powers to be additional

38

25.

Notices

38

26.

Governing Law

38

27.

Counterparts

38

28.

Contracts (Rights of Third Parties) Act 1999

39

Schedule

1.

Terms and Conditions of the Notes

40

2.

Forms of Global and Definitive Notes, Certificates, Coupons and Talons

98

Part 1      Form of Temporary Global Note

98

Part 2      Form of Permanent Global Note

107

Part 3      Form of Regulation S Global Certificate

117

Part 4      Form of DTC Restricted Global Certificate

122

Part 5      Form of Definitive Note

128

Part 6      Form of Coupon

132

Part 7      Form of Talon

133

Part 8      Form of Regulation S Certificate

135

Part 9      Form of DTC Restricted Certificate

140

3.

Provisions for Meetings of Noteholders

145

Signatories

153

2


THIS TRUST DEED is made on 16 July 1999 as amended and restated most recently on 16 September 2021

BETWEEN:

(1)

VODAFONE GROUP PLC, a company incorporated with limited liability in England and Wales with registered number 1833679, whose registered office is at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England (the Issuer); and

(2)

THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated with limited liability in England and Wales with registered number 1675231, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, England (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of these presents) as trustee for the Noteholders and the Couponholders (each as defined below).

WHEREAS:

(1)

By a resolution of the Board of Directors of the Issuer passed on 24 May 1999 the Issuer has resolved to establish, and most recently pursuant to a resolution of the Board of Directors of the Issuer passed on 30 March 2021, maintain a Euro Medium Term Note Programme pursuant to which the Issuer may from time to time issue Notes as set out therein and herein. Notes up to a maximum nominal amount (including, for the avoidance of doubt, any Retained Notes) (calculated in accordance with Clause 3.5 of the Programme Agreement (as defined below)) from time to time outstanding of €30,000,000,000 (subject to increase as provided in the Programme Agreement) (the Programme Limit) may be issued pursuant to the said Programme.

(2)

The Trustee has agreed to act as trustee of these presents for the benefit of the Noteholders and the Couponholders upon and subject to the terms and conditions of these presents.

NOW THIS TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED as follows:

1.

DEFINITIONS

1.1

In these presents unless there is anything in the subject or context inconsistent therewith the following expressions shall have the following meanings:

Agency Agreement means the amended and restated agency agreement dated 5 July 2019, as amended and/or supplemented and/or restated from time to time, pursuant to which the Issuer has appointed the Issuing and Principal Paying Agent and the other Agents in relation to all or any Series of the Notes and any other agreement for the time being in force appointing further or other Agents in relation to all or any Series of the Notes, or in connection with their duties, the terms of which have previously been approved in writing by the Trustee, together with any agreement for the time being in force amending or modifying with the prior written approval of the Trustee any of the aforesaid agreements;

Agents means, in relation to all or any Series of the Notes, the Issuing and Principal Paying Agent, the other Paying Agents, the Calculation Agent, the Registrar, the other Transfer Agents or any of them;

Appointee means any attorney, manager, agent, delegate, nominee or other person appointed by the Trustee under these presents;

3


Auditors means the auditors for the time being of the Issuer or, in the event of their being unable or unwilling promptly to carry out any action requested of them pursuant to the provisions of these presents, such other firm of accountants as may be nominated or approved by the Trustee for the purposes of these presents;

Authorised Signatory means any person who (a) is a Director or the Secretary of the Issuer or (b) has been notified by the Issuer in writing to the Trustee as being duly authorised to sign documents and to do other acts and things on behalf of the Issuer for the purposes of this Trust Deed;

Bearer Note means a Note that is in bearer form;

Calculation Agency Agreement means in relation to all or any Series of the Notes an agreement in or substantially in the form of Schedule I to the Agency Agreement;

Calculation Agent means, in relation to all or any Series of the Notes, the person appointed as such from time to time pursuant to the provisions of the Calculation Agency Agreement or any Successor calculation agent in relation thereto;

Certificate means a Definitive or Global Certificate representing one or more Registered Notes of the same Series and, save as provided in the Conditions, comprising the entire holding by a Noteholder of his Registered Notes of that Series;

CGN means a Temporary Global Note or a Permanent Global Note and in either case in respect of which the applicable Final Terms do not specify that it is a New Global Note;

Clearstream, Luxembourg means Clearstream Banking S.A.;

CMS Linked Notes means Notes specified as such in the applicable Final Terms;

Conditions means, in relation to the Notes of any Series, the terms and conditions endorsed on or incorporated by reference into the Note or Notes constituting or Certificate or certificates representing such Series, such terms and conditions being in or substantially in the form set out in the First Schedule or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s) as completed and/or (in the case of Exempt Notes) modified and/or replaced by the Final Terms applicable to the Notes of the relevant Series, in each case as from time to time modified in accordance with the provisions of these presents;

Coupon means an interest coupon appertaining to a Definitive Bearer Note (other than a Zero Coupon Note), such coupon being:

(a)

if appertaining to a Fixed Rate Note, in the form or substantially in the form set out in Part 6 A of the Second Schedule or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s); or

(b)

if appertaining to a Floating Rate Note, CMS Linked Note, an Inflation Linked Interest Note or a Sustainability-Linked Note, in the form or substantially in the form set out in Part 6 B of the Second Schedule or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s); or

(c)

if appertaining to a Definitive Note which is neither a Fixed Rate Note nor a Floating Rate Note nor a CMS Linked Note nor an Inflation Linked Interest Note nor a Sustainability-

4


Linked Note, in such form as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s),

and includes, where applicable, the Talon(s) appertaining thereto and any replacements for Coupons and Talons issued pursuant to Condition 11;

Couponholders means the several persons who are for the time being holders of the Coupons and includes, where applicable, the holders of the Talons;

Dealers means the entities named as Dealers in the Programme Agreement and any other entity which the Issuer may appoint as a Dealer and notice of whose appointment has been given to the Issuing and Principal Paying Agent and the Trustee by the Issuer in accordance with the provisions of the Programme Agreement but excluding any entity whose appointment has been terminated in accordance with the provisions of the Programme Agreement and notice of which termination has been given to the Issuing and Principal Paying Agent and the Trustee by the Issuer in accordance with the provisions of the Programme Agreement and references to a relevant Dealer or relevant Dealer(s) mean, in relation to any Tranche or Series of Notes, the Dealer or Dealers with whom the Issuer has agreed the issue of the Notes of such Tranche or Series and Dealer means any one of them;

Definitive Bearer Note means a bearer Note in definitive form issued or, as the case may require, to be issued by the Issuer in accordance with the provisions of the Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s), the Agency Agreement and these presents in exchange for either a Temporary Global Note or part thereof or a Permanent Global Note (all as indicated in the applicable Final Terms), such bearer Note in definitive form being in the form or substantially in the form set out in Part 5 of the Second Schedule with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s) and having the Conditions endorsed thereon or, if permitted by the relevant Stock Exchange, incorporating the Conditions by reference (where applicable to this Trust Deed) as indicated in the applicable Final Terms and having the relevant information completing the Conditions appearing in the applicable Final Terms endorsed thereon or attached thereto and (except in the case of a Zero Coupon Note in bearer form) having Coupons and, where appropriate, Talons attached thereto on issue;

Definitive Certificate means a definitive Regulation S Certificate or DTC Restricted Certificate in or substantially in the form set out in Parts 8 and 9 of the Second Schedule, respectively with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee, the Registrar and the relevant Dealer(s), representing one or more Regulation S Registered Notes or DTC Restricted Registered Notes, respectively of the same Series;

Directors means the Board of Directors for the time being of the Issuer and Director means any one of them;

DTC means The Depository Trust Company;

DTC Restricted Certificate means a Definitive Certificate representing DTC Restricted Registered Notes in or substantially in the form set out in Part 9 of the Second Schedule, with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee, the Registrar and the relevant Dealer(s), bearing the Rule 144A Legend and includes any replacement thereof issued pursuant to the Conditions and any DTC Restricted Global Certificate;

DTC Restricted Global Certificate means a Global Certificate in or substantially in the form set out in Part 4 of the Second Schedule with such modifications (if any) as may be agreed between the

5


Issuer, the Issuing and Principal Paying Agent, the Trustee, the Registrar and the relevant Dealer(s), and bearing the Rule 144A Legend and the legends required by DTC;

DTC Restricted Registered Note means a Registered Note represented by a DTC Restricted Global Certificate or DTC Restricted Certificate, as the case may be;

Early Redemption Amount has the meaning set out in Condition 7(g);

Early Termination Event has the meaning set out in Condition 5(i)(ii)(E);

Euroclear means Euroclear Bank SA/NV;

Eurosystem-eligible NGN means a NGN which is intended to be held in a manner which would allow Eurosystem eligibility, as stated in the applicable Final Terms;

Event of Default means any of the conditions, events or acts provided in Condition 10(A) to be Events of Default (being events upon the happening of which the Notes of any Series would, subject only to declaration by the Trustee as therein provided, become immediately due and repayable);

Exchangeable Bearer Note means a Bearer Note that is exchangeable in accordance with its terms for a Registered Note;

Exempt Notes has the meaning set out in the Programme Agreement;

Extraordinary Resolution has the meaning set out in paragraph 20 of the Third Schedule in relation to any Series of Notes;

FCA means the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000;

Final Terms has the meaning set out in the Programme Agreement;

Fixed Rate Note means a Note on which interest is calculated at a fixed rate payable in arrear on a fixed date or fixed dates in each year and on redemption or on such other dates as may be agreed between the Issuer and the relevant Dealer(s) (as indicated in the applicable Final Terms);

Floating Rate Note means a Note on which interest is calculated at a floating rate payable one-, two-, three-, six- or twelve-monthly or in respect of such other period or on such date(s) as may be agreed between the Issuer and the relevant Dealer(s) (as indicated in the applicable Final Terms);

Global Certificate means a Regulation S Global Certificate or a DTC Restricted Global Certificate in or substantially in the forms set out in Part 3 and Part 4 of the Second Schedule, respectively, with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee, the Registrar and the relevant Dealer(s), representing Regulation S Registered Notes or DTC Restricted Registered Notes, respectively, or one or more Tranches of the same Series that are registered in the name of a nominee for Euroclear, Clearstream, Luxembourg and/or DTC and/or any other clearing system;

Global Note means a Temporary Global Note and/or a Permanent Global Note, as the context may require;

Holding Company has the meaning set out in Condition 16;

Indexation Adviser has the meaning set out in Condition 5(a);

6


Inflation Linked Interest Note means a Note in respect of which the amount payable in respect of interest is calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer(s) may agree (as indicated in the applicable Final Terms);

Inflation Linked Note means an Inflation Linked Interest Note and/or an Inflation Linked Redemption Amount Note, as applicable;

Inflation Linked Redemption Amount Note means a Note in respect of which the amount payable in respect of principal is calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer(s) may agree (as indicated in the applicable Final Terms);

Interest Commencement Date means, in the case of interest-bearing Notes, the date specified in the applicable Final Terms from (and including) which such Notes bear interest, which may or may not be the Issue Date;

Interest Payment Date means, in relation to any Floating Rate Note, CMS Linked Note or Inflation Linked Interest Note, either:

(a)

the date which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or the Interest Commencement Date (in the case of the first Interest Payment Date); or

(b)

such date or dates as are indicated in the applicable Final Terms;

ISM means the London Stock Exchange’s International Securities Market;

Issue Date means, in respect of any Note, the date of issue and purchase of such Note pursuant to and in accordance with the Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s);

Issue Price means the price, generally expressed as a percentage of the nominal amount of the Notes, at which the Notes will be issued;

Issuing and Principal Paying Agent means, in relation to all or any Series of the Notes, HSBC Bank plc at its office at 8 Canada Square, London E14 5HQ, England, or, if applicable, any Successor agent in relation thereto;

Liability means any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever (including, without limitation, in respect of taxes, duties, levies, imposts and other charges) and including any amount in respect of value added tax or similar tax charged or chargeable in respect thereof and legal fees and expenses on a full indemnity basis;

London Business Day has the meaning set out in Condition 4(b)(vii);

London Stock Exchange means the London Stock Exchange plc or such other body to which its functions have been transferred;

Market means the London Stock Exchange's main market which is a UK regulated market for the purposes of UK MiFIR;

Maturity Date means the date on which a Note is expressed to be redeemable;

7


NGN means a Temporary Global Note or a Permanent Global Note and in either case in respect of which the applicable Final Terms specify that the Global Note is a New Global Note;

Note means a note issued pursuant to the Programme and denominated in such currency or currencies as may be agreed between the Issuer and the relevant Dealer(s) which:

(a)

has such maturity as may be agreed between the Issuer and the relevant Dealer(s), subject to such minimum or maximum maturity as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant currency; and

(b)

has such denomination as may be agreed between the Issuer and the relevant Dealer(s), subject to such minimum denomination as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant currency,

issued or to be issued by the Issuer pursuant to the Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s), the Agency Agreement and these presents and which may be issued in bearer or registered form. Notes which are issued in bearer form shall initially be represented by, and comprised in, either (i) a Temporary Global Note which may (in accordance  with the terms of such Temporary Global Note) be exchanged for Definitive Bearer Notes or Registered Notes or a Permanent Global Note, which Permanent Global Note may (in accordance with the terms of such Permanent Global Note) in turn be exchanged for Definitive Bearer Notes or Registered Notes or (ii) a Permanent Global Note which may (in accordance with the terms of such Permanent Global Note) be exchanged for Definitive Bearer Notes or Registered Notes and which shall, in the case of Registered Notes, initially be represented by, and comprised in, a Regulation S Global Certificate and/or a DTC Restricted Global Certificate each of which may, in accordance  with their terms, in turn be exchanged for Definitive Certificates (all as indicated in the applicable Final Terms) and includes any replacements for a Note issued pursuant to Condition 11;

Noteholder and holder have the meanings set out in the Conditions;

notice means, in respect of a notice to be given to Noteholders, a notice validly given pursuant to Condition 14;

NSS means the New Safekeeping Structure for registered global securities which are intended to constitute eligible collateral for Eurosystem monetary policy operations;

Official List has the meaning set out in Section 103 of the Financial Services and Markets Act 2000;

outstanding in relation to the Notes, means all Notes issued other than:

(a)

those Notes which have been redeemed pursuant to these presents or the Conditions;

(b)

those Notes in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption moneys (including all interest payable thereon) have been duly paid to the Trustee or have been duly paid to the Issuing and Principal Paying Agent in the manner provided in the Agency Agreement (and where appropriate notice to that effect has been given to the relative Noteholders in accordance with Condition 14) and remain available for payment against presentation of the relevant Notes, Certificates and/or Coupons;

(c)

those Notes which have been purchased and cancelled in accordance with Conditions 7(h) and (i);

8


(d)

those Notes which have become void under Condition 9;

(e)

those mutilated or defaced Bearer Notes which have been surrendered and cancelled and in respect of which replacements have been issued pursuant to Condition 11;

(f)

(for the purpose only of ascertaining the nominal amount of the Notes outstanding and without prejudice to the status for any other purpose of the relevant Notes) those Bearer Notes which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued pursuant to Condition 11;

(g)

those Exchangeable Bearer Notes that have been exchanged for Registered Notes; and

(h)

any Temporary Global Note to the extent that it shall have been exchanged for Definitive Bearer Notes or a Permanent Global Note and any Permanent Global Note to the extent that it shall have been exchanged for Definitive Bearer Notes in each case pursuant to its provisions, the provisions of these presents and the Agency Agreement,

PROVIDED THAT for each of the following purposes, namely:

(i)

the right to attend and vote at any meeting of the holders of the Notes of any Series, an Extraordinary Resolution in writing or an Extraordinary Resolution by way of electronic consents through the relevant Clearing System(s) as envisaged by paragraph 20 of the Third Schedule and any direction or request by the holders of the Notes of any Series;

(j)

the determination of how many and which Notes of any Series are for the time being outstanding for the purposes of Clause 8.1, Conditions 10 and 16 and paragraphs 2, 5, 6 and 9 of the Third Schedule;

(k)

any discretion, power or authority (whether contained in these presents or vested by operation of law) which the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the holders of the Notes of any Series; and

(l)

the determination by the Trustee whether any event, circumstance, matter or thing is, in its opinion, materially prejudicial to the interests of the holders of the Notes of any Series,

those Notes of the relevant Series (if any) which are for the time being held by or on behalf of the Issuer, any Subsidiary of the Issuer (including any Retained Notes), any Holding Company of the Issuer or other Subsidiary of such Holding Company, in each case as beneficial owner, shall (unless and until ceasing to be so held) be deemed not to remain outstanding. Save for the purposes of the proviso herein, in the case of each NGN, the Trustee shall rely on the records of Euroclear and Clearstream, Luxembourg in relation to any determination of the nominal amount outstanding of each NGN;

Paying Agents means, in relation to all or any Series of the Notes, the several institutions (including, where the context permits, the Issuing and Principal Paying Agent) at their respective specified offices initially appointed as paying agents in relation to such Notes by the Issuer pursuant to the Agency Agreement and/or, if applicable, any Successor paying agents in relation thereto;

Permanent Global Note means a global note in the form or substantially in the form set out in Part 2 of the Second Schedule with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s), together with the copy of the applicable Final Terms annexed thereto, comprising some or all of the Notes of the same Series, issued by the Issuer pursuant to the Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s), the Agency Agreement and these presents;

9


Person means any individual, corporation, partnership, joint venture, trust, unincorporated organisation or government, or any agency or political sub-division thereof;

Potential Event of Default means any condition, event or act which, with the lapse of time and/or the giving of notice and/or the issue of any certificate, would constitute an Event of Default;

Programme means the Euro Medium Term Note Programme established by, or otherwise contemplated in, the Programme Agreement;

Programme Agreement means the agreement of even date herewith between the Issuer and the Dealers named therein concerning the purchase of Notes to be issued pursuant to the Programme together with any agreement for the time being in force amending, replacing, novating or modifying such agreement;

Reference Banks means, in relation to the Notes of any relevant Series, the several banks initially appointed as reference banks and/or, if applicable, any Successor reference banks in relation thereto;

Register means the register maintained by the Registrar;

Registered Notes means those of the Notes which are for the time being in registered form and represented by a Certificate;

Registrar means, in relation to all or any Series of the Notes, HSBC Bank USA National Association at its office at 452 Fifth Avenue, New York, NY 10018-2708, or, if applicable, any Successor Registrar in relation thereto;

Regulation S means Regulation S under the Securities Act;

Regulation S Certificate means a Definitive Certificate representing Regulation S Registered Notes in or substantially in the form set out in Part 8 of the Second Schedule, with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee, the Registrar and the relevant Dealer(s), and includes any replacement thereof issued pursuant to the Conditions and any Regulation S Global Certificate;

Regulation S Global Certificate means a Global Certificate in or substantially in the form set out in Part 3 of the Second Schedule, with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee, the Registrar and the relevant Dealer(s);

Regulation S Registered Note means a Registered Note represented by a Regulation S Certificate  or a Regulation S Global Certificate, as the case may be;

Relevant Date has the meaning set out in Condition 8;

Relevant Jurisdiction has the meaning set out in Condition 8;

Renminbi Currency Event has the meaning set out in Condition 6(g);

Reorganisation means the conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety to any Person that guarantees the Issuer's obligations under these presents in accordance with Clause 20;

repay, redeem and pay shall each include both the others and cognate expressions shall be construed accordingly;

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Retained Notes means Notes specified as such in the applicable Final Terms unless and until such Notes have been sold by or on behalf of the Issuer or any Subsidiary to a third party and are no longer held by or on behalf of the Issuer or any such Subsidiary;

Rule 144A Legend means the transfer restriction legend under the Securities Act set out in the form of DTC Restricted Certificate in Part 9 of the Second Schedule and the DTC Restricted Global Certificate in Part 4 of the Second Schedule;

Securities Act means the United States Securities Act of 1933, as amended;

Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are

(a) expressed to be consolidated and form a single series and (b) identical in all respects (including  as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices and the expressions Notes of the relevant Series, holders of Notes of the relevant Series and related expressions shall be construed accordingly;

Stock Exchange means the London Stock Exchange, the ISM or any other or further stock exchange(s) on which any Notes may from time to time be listed, and references in these presents to the relevant Stock Exchange shall, in relation to any Notes, be references to the Stock Exchange on which such Notes are, from time to time, or are intended to be, listed;

Subsidiary means, in relation to any entity, any company which is for the time being a subsidiary (within the meaning of Section 1159 of the Companies Act 2006) of such entity;

Successor means, in relation to the Issuing and Principal Paying Agent, the other Paying Agents, the Reference Banks, the Calculation Agent, the Registrar and the Transfer Agents, any successor to any one or more of them in relation to the Notes which shall become such pursuant to the provisions of these presents and/or the Agency Agreement (as the case may be) and/or such other or further issuing and principal paying agent, paying agents, reference banks, calculation agent, registrar and transfer agents (as the case may be) in relation to the Notes as may (with the prior approval of, and on terms previously approved by, the Trustee in writing) from time to time be appointed as such, and/or, if applicable, such other or further specified offices (in the former case being within the same city as those for which they are substituted) as may from time to time be nominated, in each case by the Issuer and (except in the case of the initial appointments and specified offices made under and specified in the Conditions and/or the Agency Agreement, as the case may be) notice of whose appointment or, as the case may be, nomination has been given to the Noteholders;

Successor in Business means any company which, as the result of any amalgamation, merger or reconstruction the terms of which have previously been approved in writing by the Trustee:

(a)

owns beneficially the whole or substantially the whole of the undertaking, property and assets owned by the Issuer immediately prior thereto; and

(b)

carries on, as successor to the Issuer, the whole or substantially the whole of the business carried on by the Issuer immediately prior thereto;

Sustainability-Linked Note has the meaning set out in Condition 4(c);

Talons means the talons (if any) appertaining to, and exchangeable in accordance with the provisions therein contained for further Coupons appertaining to, the Definitive Bearer Notes (other than the Zero Coupon Notes), such talons being in the form or substantially in the form set out in Part 7 of the Second Schedule or in such other form as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s) and includes any replacements for Talons issued pursuant to Condition 11;

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TARGET2 System has the meaning set out in Condition 4(e);

Temporary Global Note means a temporary global note in the form or substantially in the form set out in Part 1 of the Second Schedule with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s), together with the copy of the applicable Final Terms annexed thereto, comprising some or all of the Notes of the same Series, issued by the Issuer pursuant to the Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s), the Agency Agreement and these presents;

these presents means this Trust Deed and the Schedules and any trust deed supplemental hereto and the Schedules (if any) thereto and the Notes, the Certificates, the Coupons, the Talons, the Conditions and, unless the context otherwise requires, the Final Terms, all as from time to time modified in accordance with the provisions herein or therein contained;

Tranche means all Notes which are identical in all respects (including as to listing);

Transfer Agents means, in relation to all or any Series of the Notes, the several institutions at their respective specified offices initially appointed as transfer agents in relation to such Notes by the Issuer pursuant to the Agency Agreement and/or, if applicable, any Successor transfer agents in relation thereto;

Trust Corporation means a corporation entitled by rules made under the Public Trustee Act 1906 of Great Britain or entitled pursuant to any other comparable legislation applicable to a trustee in any other jurisdiction to carry out the functions of a custodian trustee;

Trustee Acts means the Trustee Act 1925 and the Trustee Act 2000

UK MiFIR means Regulation (EU) No 600/2014 on markets in financial instruments as it forms part of domestic law in the United Kingdom by virtue of the EUWA;

United States has the meaning set out in Condition 8;

Zero Coupon Note means a Note on which no interest is payable;

words denoting the singular shall include the plural and vice versa;

words denoting one gender only shall include the other genders; and

words denoting persons only shall include firms and corporations and vice versa.

1.2         (a)          All references in these presents  to  principal  and/or  principal  amount  and/or  interest  in respect of the Notes or to any moneys payable by the Issuer under these presents shall, unless the context otherwise requires, be construed in accordance with Condition 6(f).

(b)

All references in these presents to any statute or any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under any such modification or re- enactment.

(c)

All references in these presents to guarantees or to an obligation being guaranteed shall be deemed to include respectively references to indemnities or to an indemnity being given in respect thereof.

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(d)

All references in these presents to any action, remedy or method of proceeding for the enforcement of the rights of creditors shall be deemed to include, in respect of any jurisdiction other than England, references to such action, remedy or method of proceeding for the enforcement of the rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate to such action, remedy or method of proceeding described or referred to in these presents.

(e)

All references in these presents to Euroclear and/or Clearstream, Luxembourg and/or DTC shall, whenever the context so permits (but not in the case of any NGN or any Registered Global Note held under the NSS), be deemed to include references to any additional or alternative clearing system as is approved by the Issuer, the Issuing and Principal Paying Agent and the Trustee.

(f)

Unless the context otherwise requires words or expressions used in these presents shall bear the same meanings as in the Companies Act 2006 of Great Britain.

(g)

In this Trust Deed references to Schedules, Clauses, subclauses, paragraphs and subparagraphs shall be construed as references to the Schedules to this Trust Deed and to the Clauses, subclauses, paragraphs and subparagraphs of this Trust Deed respectively.

(h)

In these presents tables of contents and Clause headings are included for ease of reference and shall not affect the construction of these presents.

(i)

All references in these presents to taking proceedings against the Issuer shall be deemed to include references to proving in the winding-up of the Issuer.

(j)

All references in these presents involving compliance by the Trustee with a test of reasonableness shall be deemed to include a reference to a requirement that such reasonableness shall be determined by reference solely to the interests of the holders of the Notes of the relevant one or more series as a class.

(k)

All references in these presents to the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of such customer's interest in the Notes.

1.3

Words and expressions defined in these presents or the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used herein unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and these presents, these presents shall prevail and, in the event of inconsistency between the Agency Agreement or these presents and the applicable Final Terms, the applicable Final Terms shall prevail.

1.4

All references in these presents to the relevant currency shall be construed as references to the currency in which payments in respect of the Notes and/or Coupons of the relevant Series are to be made as indicated in the applicable Final Terms.

1.5

All references in these presents (i) to Notes (other than Exempt Notes) being "listed" or "having a listing" shall in relation to the London Stock Exchange, be construed to mean that such Notes have been admitted to the Official List by the FCA and to trading on the Market and (ii) in relation to any Exempt Notes being “listed” or “having a listing” (a) on the London Stock Exchange, “listing” and “listed” shall be construed to mean that such Notes have been admitted to trading on the ISM and (b) all other references shall be construed to mean that such Exempt Notes have been admitted to trading on such other or further stock exchange(s) or markets (other than the Market) as may be agreed

13


between the Issuer and the relevant Dealer and all references in these presents to "listing" or "listed" shall include references to "quotation" and "quoted" respectively.

1.6

Wherever in these presents there is a requirement for the consent of, or a request from, the Noteholders, then, for so long as any of the Registered Notes is registered in the name of DTC or its nominee and represented by a DTC Restricted Global Certificate, DTC may send an omnibus proxy to the Issuer in accordance with and in the form used by DTC as part of its usual procedures from time to time. Such omnibus proxy shall assign the right to give such consent or, as the case may be, make such request to DTC's direct participants as of the record date specified therein any such assignee participant may give the relevant consent or, as the case may be, make the relevant request in accordance with these presents.

2.

AMOUNT AND ISSUE OF THE NOTES

2.1

Amount of the Notes, Final Terms and Legal Opinions

The Notes will be issued in Series in an aggregate nominal amount from time to time outstanding not exceeding the Programme Limit from time to time and for the purpose of determining such  aggregate nominal amount Clause 3.5 of the Programme Agreement shall apply.

By not later than 10.00 a.m. (London time) on the London Business Day preceding each proposed Issue Date, the Issuer shall deliver or cause to be delivered to the Trustee a draft of the applicable Final Terms and drafts of all legal opinions (if any) to be given in relation to the proposed issue and shall notify the Trustee in writing without delay of the relevant Issue Date and the nominal amount of the Notes to be issued and upon the issue of the relevant Notes shall deliver or cause to be delivered to the Trustee a copy of the final form of the applicable Final Terms. Upon the issue of the relevant Notes, such Notes shall become constituted by these presents without further formality.

Before the first issue of Notes occurring after each anniversary of this Trust Deed, and on such other occasions as the Trustee so requests (if (a) the Trustee considers it necessary in view of a change (or proposed change) in applicable law or regulations (or the interpretation or application thereof) affecting the Issuer, these presents, the Programme Agreement or the Agency Agreement, or (b) the Trustee has other reasonable grounds for such request), the Issuer will procure that a further legal opinion or further legal opinions in such form and with such content as the Trustee may require from the legal advisers specified in the Programme Agreement or such other legal advisers as the Trustee may require is/are delivered to the Trustee. Whenever such a request is made with respect to any Notes to be issued, the receipt of such opinion(s) in a form satisfactory to the Trustee shall be a further condition precedent to the issue of those Notes.

2.2

Covenant to repay principal and to pay interest

The Issuer covenants with the Trustee that it will, as and when the Notes of any Series or any of them becomes due to be redeemed in accordance with the Conditions, unconditionally pay  or procure to be paid to or to the order of the Trustee, in the case of any relevant currency other than euro, in the principal financial centre for the relevant currency and, in the case of euro, in a city in which banks have access to the TARGET2 System in each case in immediately available funds the principal amount in respect of the Notes of such Series becoming due for redemption on that date and (except in the case of Zero Coupon Notes) shall (subject to the provisions of the Conditions) in the meantime and until redemption in full of the Notes of such Series (both before and after any judgment or other order of a court of competent jurisdiction) unconditionally pay or procure to be paid to or to the order of the Trustee as aforesaid interest (which shall accrue from day to day) on the nominal amount of the Notes outstanding of such Series at rates and/or in amounts calculated from time to time in accordance with, or specified in, and on the dates provided for in, the Conditions (subject to Clause 2.4) PROVIDED THAT:

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(a)

every payment of principal or interest or other sum due in respect of the Notes made to or to the order of the Issuing and Principal Paying Agent in the manner provided in the Agency Agreement shall be in satisfaction pro tanto of the relative covenant by the Issuer in this Clause contained in relation to the Notes of such Series (including, in the case of Notes represented by a NGN, whether or not the corresponding entries have been made in the records of Euroclear and Clearstream, Luxembourg) except to the extent that there is a default in the subsequent payment thereof in accordance with the Conditions to the relevant Noteholders or Couponholders (as the case may be);

(b)

in the case of any payment of principal made to the Trustee or the Issuing and Principal Paying Agent after the due date or on or after accelerated maturity following an Event of Default interest shall continue to accrue on the nominal amount of the relevant Notes (except in the case of Zero Coupon Notes to which the provisions of Condition 7(i) shall apply) (both before and after any judgment or other order of a court of competent jurisdiction) at the rates aforesaid (or, if higher, the rate of interest on judgment debts for the time being provided by English law) up to and including the date which the Trustee determines to be  the date on and after which payment is to be made in respect thereof as stated in a notice given to the holders of such Notes (such date to be not later than 30 days after the day on which the whole of such principal amount, together with an amount equal to the interest which has accrued and is to accrue pursuant to this proviso up to and including that date, has been received by the Trustee or the Issuing and Principal Paying Agent); and

(c)

in any case where payment of the whole or any part of the principal amount of any Note is improperly withheld or refused upon due presentation thereof or of the Certificate in respect thereof (other than in circumstances contemplated by 2.2(b) above), interest shall accrue on the nominal amount of such Note (except in the case of Zero Coupon Notes to which the provisions of Condition 7(i) shall apply) payment of which has been so withheld or refused (both before and after any judgment or other order of a court of competent jurisdiction) at the rates aforesaid (or, if higher, the rate of interest on judgment debts for the time being provided by English law) from the date of such withholding or refusal until the date on which, upon further presentation of the relevant Note or Certificate, as the case may be, payment of the full amount (including interest as aforesaid) in the relevant currency payable in respect of such Note is made or (if earlier) the seventh day after notice is given to the relevant Noteholder(s) (whether individually or in accordance with Condition 14) that the full amount (including interest as aforesaid) in the relevant currency in respect of such Note is available for payment, provided that, upon further presentation thereof being duly made, such payment is made.

The Trustee will hold the benefit of this covenant and the other covenants in this Trust Deed on trust for the Noteholders and the Couponholders and itself in accordance with these presents.

2.3

Trustee's requirements regarding Agents etc.

At any time after an Event of Default or a Potential Event of Default shall have occurred or the Trustee shall have received any money which it proposes to pay under Clause 9 to the relevant Noteholders and/or Couponholders, the Trustee may:

(a)

by notice in writing to the Issuer and the Agents require the Agents pursuant to the Agency Agreement:

(i)

to act thereafter as Agents of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of these presents mutatis mutandis on the terms provided in the Agency Agreement (save that the Trustee's liability under any provisions thereof for the indemnification, remuneration and payment of out-of-pocket expenses of the Agents shall be limited to the amounts

15


for the time being held by the Trustee on the trusts of these presents relating to the Notes of the relevant Series and the relative Certificates and Coupons and available for such purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes, Certificates and Coupons on behalf of the Trustee; or

(ii)

to deliver up all Notes, Certificates and Coupons and all sums, documents and records held by them in respect of Notes, Certificates and Coupons, in each case held by them in their capacity as Agent, to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the relevant Agent is obliged not to release by any law or regulation; and

(b)

by notice in writing to the Issuer require it to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Issuing and Principal Paying Agent and, with effect from the issue of any such notice to the Issuer and until such notice is withdrawn, proviso (i) to subclause 2.2 of this Clause relating to the Notes shall cease to have effect.

2.4

Rate of interest after Notes due and repayable under Condition 10(A)

If the Floating Rate Notes, CMS Linked Notes or Inflation Linked Interest Notes of any Series become immediately due and repayable under Condition 10(A) the rate and/or amount of interest payable in respect of them will be calculated at the same intervals as if such Notes had not become due and repayable, the first of which will commence on the expiry of the Interest Period during which the Notes of the relevant Series become so due and repayable mutatis mutandis in accordance with the provisions of Condition 4(b) except that the rates of interest need not be published.

2.5

Currency of payments

All payments in respect of, under and in connection with these presents and the Notes of any Series to the relevant Noteholders and Couponholders shall be made in the relevant currency.

2.6

Further Notes

The Issuer shall be at liberty from time to time (but subject always to the provisions of these presents) without the consent of the Noteholders or Couponholders to create and issue further Notes ranking pari passu in all respects (or in all respects save for the date from which interest thereon accrues and the amount of the first payment of interest on such further Notes) and so that the same shall be consolidated and form a single series with the outstanding Notes of a particular Series.

2.7

Separate Series

The Notes of each Series shall form a separate Series of Notes and accordingly, unless for any purpose the Trustee in its absolute discretion shall otherwise determine, the provisions of this Clause and of Clauses 3 to 21 (both inclusive) and 22.2 and the Third Schedule shall apply mutatis mutandis separately and independently to the Notes of each Series and in such Clauses and Schedule the expressions Notes, Noteholders, Coupons, Couponholders and Talons shall be construed accordingly.

3.

FORMS OF THE NOTES

3.1

Global Notes

(a)

The Notes of each Tranche will initially be represented by either:

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(i)

in the case of Bearer Notes, a single Temporary Global Note which shall be exchangeable for either Definitive Bearer Notes together with, where applicable, (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached or a Permanent Global Note or (in the case of Exchangeable Bearer Notes) Registered Notes, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable for Definitive Bearer Notes together with, where applicable, (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached or (in the case of Exchangeable Bearer Notes) Registered Notes, in accordance with the provisions of such Permanent Global Note; or

(ii)

in the case of Bearer Notes, a single Permanent Global Note which shall be exchangeable for Definitive Bearer Notes together with, where applicable, (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached or (in the case of Exchangeable Bearer Notes) Registered Notes, in accordance with provisions of such Permanent Global Note; or

(iii)

in the case of Registered Notes which are sold outside the United States in "offshore transactions" within the meaning of Regulation S, a Regulation S Global Certificate which will be exchangeable for Regulation S Certificates and/or Notes represented by a DTC Restricted Global Certificate in accordance with the provisions of such Regulation S Global Certificates; or

(iv)

in the case of Registered Notes which are sold in the United States, to qualified institutional buyers within the meaning of Rule 144A, a DTC Restricted Global Certificate which will be exchangeable for DTC Restricted Certificates and/or Notes represented by a Regulation S Global Certificate in accordance with the provisions of such DTC Restricted Global Certificate.

All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN or Registered Notes held under the NSS) for Euroclear and Clearstream, Luxembourg, each Regulation S Global Certificate shall be prepared, completed and delivered to, and registered in the name of a nominee of, a common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and each DTC Restricted Global Certificate shall be prepared, completed and delivered to a custodian for and registered in the name of a nominee of DTC, in each case in accordance with the provisions of the Programme Agreement or to or with or in the name of another appropriate custodian, nominee or depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement.

(b)

Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of the Second Schedule and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Issuing and Principal Paying Agent and shall, in the case of a Eurosystem- eligible NGN, be effectuated by the common safekeeper acting on the instructions of the Issuing and Principal Paying Agent. Each Temporary Global Note so executed and authenticated (and effectuated, if applicable) shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

(c)Each Permanent Global Note shall be printed or typed in the form or substantially in the form set  out in Part 2 of the Second Schedule and may be a facsimile. Each Permanent Global Note shall  have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Issuing and Principal Paying Agent and shall, in the case of a Eurosystem- eligible NGN, be effectuated by the common safekeeper acting on the instructions of the Issuing and Principal Paying Agent. Each Permanent Global Note so executed and authenticated (and effectuated, if applicable) shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

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(d)

Each Regulation S Global Certificate shall be printed or typed in the form or substantially in the form set out in Part 3 of the Second Schedule and may be a facsimile. Each Regulation S Global Certificate shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Registrar and shall, in the case of Notes intended to be held under the NSS, be effectuated by the common safekeeper acting on the instructions of the Issuer. Each Regulation S Global Certificate shall be valid evidence of binding and valid obligations of the Issuer and title thereto shall pass upon registration in the Register.

(e)

Each DTC Restricted Global Certificate shall be printed or typed in the form or substantially in the form set out in Part 4 of the Second Schedule and may be a facsimile. Each DTC Restricted Global Certificate shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Registrar. Each DTC Restricted Global Certificate shall be valid evidence of binding and valid obligations of the Issuer and title thereto shall pass upon registration in the Register.

3.2

Definitive Bearer Notes

(a)

The Definitive Bearer Notes, the Coupons and the Talons shall be to bearer in the respective forms or substantially in the respective forms set out in Parts 5, 6 and 7 respectively, of the Second Schedule. The Definitive Bearer Notes, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Bearer Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Bearer Notes shall be endorsed with or have attached thereto the relevant Conditions, and, in either such case, the Definitive Bearer Notes shall have endorsed thereon or attached thereto a copy of the applicable Final Terms (or the relevant provisions thereof). Title to the Definitive Bearer Notes, the Coupons and the Talons shall pass by delivery.

(b)

The Definitive Bearer Notes shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Issuing and Principal Paying Agent. The Definitive Bearer Notes so executed and authenticated, and the Coupons and Talons, upon execution and authentication of the relevant Definitive Bearer Notes, shall be binding and valid obligations of the Issuer. The Coupons and the Talons shall not be signed. No Definitive Bearer Note and none of the Coupons or Talons appertaining to such Definitive Bearer Note shall be binding or valid until such Definitive Bearer Note shall have been executed and authenticated as aforesaid.

3.3

Definitive Certificates

(a)

The DTC Restricted Certificates and Regulation S Certificates shall be in the respective forms or substantially in the respective forms set out in Parts 8 and 9, respectively of the Second Schedule and shall be printed in accordance with applicable legal and stock exchange requirements. Title to such certificates shall pass upon registration in the Register.

(b)

The DTC Restricted Certificates and Regulation S Certificates shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Registrar. The DTC Restricted Certificates and Regulation S Certificates so executed and authenticated shall be valid evidence of binding and valid obligations of the Issuer. Title to such Certificates shall pass upon registration in the Register.

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3.4

Facsimile signatures

The Issuer may use the facsimile signature of any person who at the date such signature is affixed to a Global Note or a Definitive Bearer Note or a Certificate is duly authorised by the Issuer notwithstanding that at the time of issue of such Note or Certificate he may have ceased for any reason to be so authorised or to hold such office.

3.5

Reliance on Certification of a Clearing System

Without prejudice to the provisions of Clause 16(x), the Trustee may call for any certificate or other document to be issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of Notes represented by a Global Note standing to the account of any person. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant Clearing System (including Euroclear's EUCLID or Clearstream, Luxembourg's Creation Online system) in accordance with its usual procedures and in which the holder of a particular nominal amount of Notes is clearly identified together with the amount of such holding. The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by, or to reflect the records of, Euroclear or Clearstream, Luxembourg and subsequently found to be forged or not authentic.

4.

FEES, DUTIES AND TAXES

The Issuer will pay any stamp, issue, registration, documentary and other fees, duties or taxes (if any), including interest and penalties, payable (a) in the United Kingdom, Belgium, Luxembourg and the United States of America on or in connection with (i) the execution and delivery of these  presents and (ii) the constitution and original issue of the Notes, the Certificates and the Coupons  and (b) in any jurisdiction on or in connection with any action taken by or on behalf of the Trustee or (where permitted under these presents so to do) any Noteholder or Couponholder to enforce, or to resolve any doubt concerning, or for any other purpose in relation to, these presents.

5.

COVENANT OF COMPLIANCE

The Issuer covenants with the Trustee that it will comply with and perform and observe all the provisions of these presents which are expressed to be binding on it. The Notes and the Coupons shall be held subject to the provisions contained in these presents and the Conditions shall be binding on the Issuer, the Trustee, the Noteholders and the Couponholders and all persons claiming through or under them. The Trustee shall be entitled to enforce the obligations of the Issuer under the Notes, the Coupons and the Conditions in the manner therein provided as if the same were set out and contained in this Trust Deed, which shall be read and construed as one document with the Notes and the Coupons. The Trustee shall hold the benefit of this covenant upon trust for itself and the Noteholders and the Couponholders according to its and their respective interests.

6.

CANCELLATION OF NOTES AND RECORDS

6.1

The Issuer shall procure that all Notes (other than Retained Notes) issued by it (a) redeemed or (b) purchased for cancellation by or on behalf of the Issuer or any Subsidiary of the Issuer and surrendered for cancellation or (c) which, being Bearer Notes which have been mutilated or defaced, have been surrendered and replaced pursuant to Condition 11 or (d) exchanged as provided in these presents (together in each case, in the case of Definitive Bearer Notes, with all unmatured Coupons attached thereto or delivered therewith) and, in the case of Definitive Bearer Notes, all relative Coupons paid in accordance with the relevant Conditions or which, being mutilated or defaced, have

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been surrendered and replaced pursuant to Condition 11 shall forthwith be cancelled by or on behalf of the Issuer and a certificate stating:

(a)

the aggregate nominal amount of Notes which have been redeemed and the amounts paid in respect thereof and the aggregate amounts in respect of Coupons which have been paid;

(b)

the serial numbers of such Notes in definitive form or the Certificates representing Registered Notes;

(c)

the total numbers (where applicable, of each denomination) by maturity date of such Coupons;

(d)

the aggregate amount of interest paid (and the due dates of such payments) on Global Notes and Registered Notes;

(e)

the aggregate nominal amount of Notes (if any) which have been purchased by or on behalf of the Issuer or any Subsidiary of the Issuer and cancelled and the serial numbers of such Notes in definitive form or of the Certificates representing Registered Notes and, in the case of Definitive Bearer Notes, the total number (where applicable, of each denomination) by maturity date of the Coupons and Talons attached thereto or surrendered therewith;

(f)

the aggregate nominal amounts of Notes and the aggregate amounts in respect of Coupons which have been so exchanged or surrendered and replaced and the serial numbers of such Notes in definitive form or of the Certificates representing Registered Notes and the total number (where applicable, of each denomination) by maturity date of such Coupons and Talons; and

(g)

the total number (where applicable, of each denomination) by maturity date of Talons which have been exchanged for further Coupons,

shall be given to the Trustee by or on behalf of the Issuer as soon as possible and in any event within four months after the date of such redemption, purchase, payment, exchange or replacement (as the case may be). The Trustee may accept such certificate as conclusive evidence of redemption, purchase, exchange or replacement pro tanto of the Notes or payment of interest thereon or  exchange of the relative Talons respectively and of cancellation of the relative Notes and Coupons.

6.2

The Issuer shall procure (a) that the Issuing and Principal Paying Agent and/or the Registrar shall keep a full and complete record of all Notes, Coupons and Talons issued by it (other than serial numbers of Coupons) and of their redemption or purchase and cancellation and of all replacement notes, coupons or talons issued in substitution for lost, stolen, mutilated, defaced or destroyed Bearer Notes, Coupons or Talons and of all transfers and exchanges of Registered Notes (b) that the Agent and the Registrar shall, in respect of the Coupons of each maturity where the relevant Bearer Note is redeemed prior to its maturity date, retain until the expiry of 10 years from the Relevant Date in respect of such Coupons a list of the Coupons of that maturity still remaining unpaid or unexchanged and (c) that such records shall be made available to the Trustee during normal business hours.

7.

ENFORCEMENT

7.1

The Trustee may at any time, in its sole and absolute discretion and without notice, take such proceedings and/or other action as it may think fit against or in relation to the Issuer to enforce its obligations under these presents.

7.2

Proof that as regards any specified Note or Coupon the Issuer has made default in paying any amount due in respect of such Note or Coupon shall (unless the contrary be proved) be sufficient

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evidence that the same default has been made as regards all other Notes or Coupons (as the case may be) in respect of which the relevant amount is due and payable.

8.

PROCEEDINGS, ACTION AND INDEMNIFICATION

8.1

The Trustee shall not be bound to take any proceedings mentioned in Condition 10 or any other action in relation to these presents unless respectively directed or requested to do so (a) by an Extraordinary Resolution or (b) in writing by the holders of at least one-quarter in nominal amount of the Notes (excluding Retained Notes) then outstanding and in either case then only if it shall be indemnified and/or secured and/or prefunded by the relevant Noteholders to its satisfaction against all proceedings, claims and demands to which it may be liable and against all costs, charges, liabilities and expenses which may be incurred by it in connection with such enforcement, including the costs of its managements' time and/or other internal resources, calculated using its normal hourly rates in force from time to time.

8.2

The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion which may be based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction. Furthermore, the Trustee may also refrain from taking such action if it would otherwise render it liable to any person in that jurisdiction or if, in its opinion which may be based upon such legal advice (if applicable), it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction or if it is determined by any court or other competent authority in that jurisdiction that it does not have such power.

8.3

Only the Trustee may enforce the provisions of these presents. No Noteholder or Couponholder  shall be entitled to proceed directly against the Issuer to enforce the performance of any of the provisions of these presents unless the Trustee having become bound as aforesaid to take proceedings fails or is unable to do so within 60 days and such failure or inability is continuing.

9.

APPLICATION OF MONEYS

All moneys received by the Trustee under these presents from the Issuer (including any moneys which represent principal or interest in respect of Notes or Coupons which have become void, or in respect of claims which have become prescribed, under Condition 9) shall, unless and to the extent attributable, in the opinion of the Trustee, to a particular Series of the Notes, be apportioned pari passu and rateably between each Series of the Notes, and all moneys received by the Trustee under these presents from the Issuer to the extent attributable in the opinion of the Trustee to a particular Series of the Notes or which are apportioned to such Series as aforesaid, be held by the Trustee upon trust to apply them (subject to Clause 11):

FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 14 and/or 15(j) to the Trustee and/or any Appointee;

SECONDLY in or towards payment pari passu and rateably of all principal and interest then due  and unpaid in respect of the Notes of that Series;

THIRDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the Notes of each other Series; and

FOURTHLY in payment of the balance (if any) to the Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the Issuer shall be dealt with as between the Issuer and any other person),

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PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations.

10.

NOTICE OF PAYMENTS

The Trustee shall give notice to the relevant Noteholders in accordance with Condition 14 of the day fixed for any payment to them under Clause 9. Such payment may be made in accordance with Condition 6 and any payment so made shall be a good discharge to the Trustee.

11.

INVESTMENT BY TRUSTEE

11.1

No provision of these presents shall (a) confer on the Trustee any right to exercise any investment discretion in relation to the assets subject to the trust constituted by these presents and, to the extent permitted by law, Section 3 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by these presents and (b) require the Trustee to do anything which may cause the Trustee to be considered a sponsor of a covered fund under Section 619 of the Dodd- Frank Wall Street Reform and Consumer Protection Act and any regulations promulgated thereunder.

11.2

The Trustee may deposit moneys in respect of the Notes or Coupons in its name in an account at such bank or other financial institution as the Trustee may, in its absolute discretion, think fit. If that bank or financial institution is the Trustee or a subsidiary, holding or associated company of the Trustee, the Trustee need only account for an amount of interest equal to the amount of interest which would, at then current rates, be payable by it on such a deposit to an independent customer.

11.3

The parties acknowledge and agree that in the event that any deposits in respect of the Notes or Coupons are held by a bank or a financial institution in the name of the Trustee and the interest rate in respect of certain currencies is a negative value such that the application thereof would result in amounts being debited from funds held by such bank or financial institution (“negative interest”), the Trustee shall not be liable to make up any shortfall or be liable for any loss.

11.4

The Trustee may in its sole and absolute discretion accumulate such deposits and the resulting interest and other income derived thereon. The accumulated deposits shall be applied under Clause 9. All interest and other income deriving from such deposits shall be applied first in payment or satisfaction of all amounts then due and unpaid under Clause 14 and/or Clause 15(j) to the Trustee and/or any Appointee and otherwise held for the benefit of and paid to the Noteholders of such Series or the holders of the related Coupons, as the case may be.

12.

PARTIAL PAYMENTS

Upon any payment under Clause 9 (other than payment in full against surrender of a Note, Certificate or Coupon) the Note, Certificate or Coupon in respect of which such payment is made shall (except in the case of a NGN or a Registered Global Note held under the NSS) be produced to the Trustee or the Paying Agent by or through whom such payment is made and the Trustee shall or shall cause such Paying Agent to enface thereon a memorandum of the amount and the date of payment but the Trustee may in any particular case dispense with such production and enfacement upon such indemnity being given as it shall think sufficient.

13.

COVENANTS

The Issuer covenants with the Trustee that, so long as any of the Notes remains outstanding (or, in the case of paragraphs (f), (g), (i), (k) and (q), so long as any of the Notes or the relative Coupons remains liable to prescription or, in the case of subparagraph (m), until the expiry of a period of 30 days after the Relevant Date) it shall:

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(a)

give or procure to be given to the Trustee such opinions, certificates and information as it shall reasonably require and in such form as it shall reasonably require (including without limitation the procurement of all such certificates called for by the Trustee pursuant to Clause 16.3 and advice of the Indexation Adviser pursuant to Condition 5) for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under these presents or by operation of law;

(b)

at all times keep and procure its Subsidiaries to keep proper books of account and, following the occurrence of an Event of Default or Potential Event of Default or if the Trustee reasonably considers that any such event is likely to occur, allow and procure its  Subsidiaries to allow the Trustee and any person appointed by the Trustee to whom the Issuer or the relevant Subsidiary (as the case may be) shall have no reasonable objection free access to such books of account during normal business hours;

(c)

send to the Trustee (in addition to any copies to which it may be entitled as a holder of any securities of the Issuer) two copies in English of every balance sheet, profit and loss account, report, circular and notice of general meeting and every other document (other than documents of a promotional, advertising or marketing nature only) issued or sent to its shareholders together with any of the foregoing, and every document issued or sent to holders of securities other than its shareholders (including the Noteholders) as soon as practicable after the issue or publication thereof;

(d)

forthwith give notice in writing to the Trustee of the happening of any Event of Default or any Potential Event of Default, Renminbi Currency Event, Early Termination Event or Change of Control Put Event;

(e)

give to the Trustee (i) within 14 days after demand by the Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each financial year commencing with the financial year ended 31 March 1999 and in any event not later than 180 days after the end of each such financial year a certificate signed by two Authorised Signatories of the Issuer to the effect that, to the best of the knowledge, information and belief of the persons so certifying, they having made all reasonable enquiries, as at a date not more than seven days before delivering such certificate (the relevant certification date) there did not exist and had not existed since the relevant certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Event of Default or any Potential Event of Default (or if such exists or existed specifying the same) and that during the period from and including the relevant certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the relevant certification date of such certificate the Issuer has complied with all its obligations contained in these presents or (if such is not the case) specifying the respects in which it has not complied;

(f)

so far as permitted by law, at all times execute all such further documents and do all such acts and things as may in the opinion of the Trustee be necessary at any time or times to give effect to the terms and conditions of these presents;

(g)

at all times maintain an Issuing and Principal Paying Agent, other Paying Agents, a Calculation Agent, Reference Banks, a Registrar and Transfer Agents in accordance with the Conditions;

(h)

use all reasonable endeavours to procure the Issuing and Principal Paying Agent to notify  the Trustee forthwith in the event that it does not, on or before the due date for any payment in respect of the Notes or any of them or any of the relative Coupons, receive unconditionally pursuant to the Agency Agreement payment of the full amount in the

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relevant currency of the moneys payable on such due date on all such Notes or Coupons as the case may be;

(i)

in the event of the unconditional payment to the Issuing and Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them or any of the relative Coupons being made after the due date for payment thereof forthwith give or procure to be given notice to the relevant Noteholders in accordance with Condition 14 that such payment has been made;

(j)

if the applicable Final Terms indicates that the Notes are listed, use all reasonable endeavours to maintain the quotation or listing on the relevant Stock Exchange of those of the Notes which are quoted or listed on the relevant Stock Exchange or, if it is unable to do so having used all reasonable endeavours, use all reasonable endeavours to obtain and maintain a quotation or listing of such Notes on such other stock exchange or exchanges or securities market or markets as the Issuer may (with the prior written approval of the Trustee) decide and shall also upon obtaining a quotation or listing of such Notes on such other stock exchange or exchanges or securities market or markets enter into a trust deed supplemental to this Trust Deed to effect such consequential amendments to these presents as the Trustee may require or as shall be requisite to comply with the requirements of any such stock exchange or securities market;

(k)

give notice to the Noteholders in accordance with Condition 14 of any appointment, resignation or removal of any Issuing and Principal Paying Agent, Calculation Agent, Reference Bank, other Paying Agent, Registrar or Transfer Agent (other than the appointment of the initial Issuing and Principal Paying Agent, Calculation Agent, Reference Banks, other Paying Agents, Registrar and Transfer Agents) after having obtained the prior written approval of the Trustee thereto or any change of any Paying Agent's or Reference Bank's or Registrar's or Transfer Agents' specified office and (except as provided by the Agency Agreement or the Conditions); PROVIDED ALWAYS THAT so long as any of the Notes or Coupons remains liable to prescription in the case of the termination of the appointment of the Issuing and Principal Paying Agent or the Calculation Agent or the Registrar no such termination shall take effect until a new Issuing and Principal Paying Agent or Calculation Agent or the Registrar (as the case may be) has been appointed on terms previously approved in writing by the Trustee;

(l)

obtain the prior written approval of the Trustee to, and promptly give to the Trustee two copies of, the form of every notice given to the holders of any Notes issued by it in accordance with Condition 14 (such approval, unless so expressed, not to constitute approval for the purposes of Section 21 of the Financial Services and Markets Act 2000 of Great Britain (the FSMA) of a communication within the meaning of Section 21 of the FSMA);

(m)

if payments of principal or interest in respect of the Notes or the relative Coupons by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to the Relevant Jurisdiction or any political sub-division or any authority therein or thereof having power to tax, immediately upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed in form and manner satisfactory to the Trustee, such trust deed to modify Condition 8 (but not the proviso thereto) so that, in substitution for (or, as the case may be, addition to) the references therein to the Relevant Jurisdiction or any political sub-division thereof or any authority therein or thereof having power to tax, such Condition makes reference to that other or additional territory or any political sub-division thereof or any authority therein or thereof having power to tax to whose taxing jurisdiction such

24


payments shall have become subject as aforesaid and Condition 7(b) shall be modified accordingly;

(n)

comply with and perform all its obligations under the Agency Agreement and use all reasonable endeavours to procure that the Agents comply with and perform all their respective obligations thereunder and any  notice  given  by  the  Trustee  pursuant  to  Clause 2.3(a) and that the Calculation Agent complies with and performs all its obligations under the Calculation Agency Agreement and not make any amendment to the Agency Agreement or the Calculation Agency Agreement without the prior written approval of the Trustee;

(o)

in order to enable the Trustee to ascertain the nominal amount of the Notes of each Series for the time being outstanding for any of the purposes referred to in the proviso to the definition of outstanding in Clause 1 deliver to the Trustee as soon as practicable upon being so requested in writing by the Trustee a certificate in writing signed by two Authorised Signatories of the Issuer setting out the total number and aggregate nominal amount of the Notes of each Series issued by it which:

(i)

up to and including the date of such certificate have been purchased by the Issuer, any Holding Company of the Issuer or any Subsidiary of the Issuer or such Holding Company and cancelled; and

(ii)

are at the date of such certificate held by, for the benefit of, or on behalf of, the Issuer, any Holding Company of the Issuer or any Subsidiary of the Issuer or such Holding Company;

(p)

if, in accordance with the provisions of the Conditions, interest in respect of the Notes becomes payable at the specified office of any Paying Agent in the United States of America promptly give notice thereof to the relative Noteholders in accordance with Condition 14;

(q)

procure that each of its Subsidiaries observes the restrictions contained in Condition 7(g);

(r)

give prior written notice to the Trustee of  any  proposed  redemption  pursuant  to  Condition 7(b) or (c) and, if it shall have given notice to the Noteholders of its intention to redeem any Notes pursuant to Condition 7(c), duly proceed to make drawings (if appropriate) and to redeem Notes accordingly;

(s)

promptly provide the Trustee with copies of all supplements and/or amendments and/or restatements of the Programme Agreement;

(t)

use all reasonable endeavours to procure that Euroclear and/or Clearstream, Luxembourg (as the case may be) issue(s) any record, certificate or other document requested by the Trustee under Clause 15(w) or otherwise as soon as practicable after such request; and

(u)

upon any sale or disposal of Retained Notes by the Issuer or any Subsidiary to an entity which is neither the Issuer nor a Subsidiary, promptly notify the Trustee of the same in writing.

14.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE

14.1

The Issuer shall pay to the Trustee remuneration for its services as trustee of these presents at such rate and on such dates as shall be agreed in writing from time to time between the Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Issuing and Principal Paying Agent or the Trustee PROVIDED THAT if upon due

25


presentation of any Note or Coupon or any Certificate in respect thereof or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder or Couponholder is duly made.

14.2

In the event of the occurrence of an Event of Default or a Potential Event of Default, the Issuer hereby agrees that the Trustee shall be entitled to be paid additional remuneration, which may be calculated at its normal hourly rates in force from time to time. In any other case, if the Trustee considers it expedient or necessary or is requested by the Issuer to undertake duties which the Trustee and the Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them (and which may be calculated at the Trustee’s normal hourly rates in force from time to time).

14.3

The Issuer shall in addition pay to the Trustee an amount equal to the amount (if any) of any value added tax or similar tax chargeable in respect of its remuneration under these presents.

14.4

In the event of the Trustee and the Issuer failing to agree:

(a)

(in a case to which subclause 14.1 above applies) upon the amount of the remuneration; or

(b)

(in a case to which subclause 14.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration,

such matters shall be determined by an investment bank or other person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such investment bank or other person being payable by the Issuer) and the determination of any such investment bank or other person shall be final and binding upon the Trustee and the Issuer.

14.5

The Issuer shall also pay or discharge all Liabilities incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to legal and travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents.

14.6

All amounts due and payable pursuant to subclause 14.5 above and/or Clause 15(j) shall be payable by the Issuer on the date specified in a written demand by the Trustee, such demand to specify the reason for such demand, and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within 10 days after such demand and the Trustee so requires) carry  interest from the date such payment was made or such later date as specified in such demand at the rate of one per cent. per annum above the base rate (on the date on which payment was made by the Trustee) of NatWest Bank plc from the date such demand is made, and in all other cases shall (if not paid on the date specified in such demand or, if later, within 10 days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date specified in such demand. All remuneration payable to the Trustee shall carry interest at such rate from the due date therefor.

14.7

Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 15(j) shall continue in full force and effect notwithstanding such discharge.

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14.8

The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series.

15.

SUPPLEMENT TO TRUSTEE ACTS

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by these presents. Where there are any inconsistencies between the Trustee Acts and the provisions of these presents, the provisions of these presents shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of these presents shall constitute a restriction or exclusion for the purposes of that Act. The Trustee shall have all the powers conferred upon trustees by the Trustee Acts and by way of supplement thereto it is expressly declared as follows:

(a)

The Trustee may in relation to these presents act on the advice or opinion of or any information obtained from any lawyer, valuer, accountant, surveyor, banker, broker, auctioneer or other expert (including without limitation, an Indexation Adviser) whether obtained by the Issuer, the Trustee or otherwise and shall not be responsible for any Liability occasioned by so acting.

(b)

Any such advice, opinion or information may be sent or obtained by letter, e-mail or facsimile transmission and the Trustee shall not be liable for acting on any advice, opinion  or information purporting to be conveyed by any such letter, e-mail or facsimile  transmission although the same shall contain some error or shall not be authentic.

(c)

The Trustee may call for and shall be at liberty to accept as sufficient evidence of any fact or matter or the expediency of any transaction or thing a certificate signed by any two Authorised Signatories of the Issuer, and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any Liability that may be occasioned by it or any other person acting on such certificate.

(d)

The Trustee shall be at liberty to hold or to place these presents and any other documents relating thereto or to deposit them in any part of the world with any banker or banking company or company whose business includes undertaking the safe custody of documents or lawyer or firm of lawyers considered by the Trustee to be of good repute and the Trustee shall not be responsible for or required to insure against any Liability incurred in connection with any such holding or deposit and may pay all sums required to be paid on account of or in respect of any such deposit.

(e)

The Trustee shall not be responsible for the receipt or application of the proceeds of the  issue of any of the Notes by the Issuer, the exchange of any Global Note or Certificate for another Global Note or Certificate or Definitive Bearer Notes or the delivery of any Global Note, Certificate or Definitive Notes to the person(s) entitled to it or them.

(f)

The Trustee shall not be bound to give notice to any person of the execution of any documents comprised or referred to in these presents or to take any steps to ascertain whether any Early Termination Event, Renminbi Currency Event, Change of Control Put Event, Event of Default or any Potential Event of Default has occurred and, until it shall have actual knowledge or express notice pursuant to these presents to the contrary, the Trustee shall be entitled to assume that no Early Termination Event, Renminbi Currency Event, Change of Control Put Event, Event of Default or Potential Event of Default has occurred and that the Issuer is observing and performing all its obligations under these presents.

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(g)

Save as expressly otherwise provided in these presents, the Trustee shall have absolute and uncontrolled discretion as to the exercise or non-exercise of its trusts, powers, authorities  and discretions under these presents (the exercise or non-exercise of which as between the Trustee and the Noteholders and Couponholders shall be conclusive and binding on the Noteholders and Couponholders) and shall not be responsible for any Liability which may result from their exercise or non-exercise and in particular the Trustee shall not be bound to act at the request or direction of the Holders or the Couponholders or otherwise under any provision of this Trust Deed or to take at such request or direction or otherwise any other action under any provision of this Trust Deed unless it shall first be indemnified and/or secured and/or pre-funded to its satisfaction against all Liabilities to which it may render itself liable or which it may incur by so doing and the Trustee shall incur no liability for refraining to act in such circumstances.

(h)

The Trustee shall not be liable to any person by reason of having acted upon any Extraordinary Resolution in writing or any Extraordinary Resolution or other resolution purporting to have been passed at any meeting of the holders of Notes of all or any Series in respect whereof minutes have been made and signed or any Extraordinary Resolution passed by way of electronic consents received through the relevant Clearing System(s) in accordance with these presents or any direction or request of the holders of the Notes of all or any Series even though subsequent to its acting it may be found that there was some defect in the constitution of the meeting or the passing of the resolution or (in the case of an Extraordinary Resolution in writing or a direction or a request) it was not signed by the requisite number of Noteholders or (in the case of an Extraordinary Resolution passed by electronic consents received through the relevant Clearing System(s)) it was not approved by the requisite number of Noteholders or that for any reason the resolution, direction or request was not valid or binding upon such holders and the relative Couponholders.

(i)

The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any Note, Certificate or Coupon reasonably believed by it to be such and subsequently found to be forged or not authentic.

(j)

Subject to Section 750 of the Companies Act 2006 and without prejudice to the right of indemnity by law given to trustees, the Issuer shall indemnify the Trustee and every Appointee and keep it or him indemnified against all Liabilities to which it or he may be or become subject or which may be properly incurred by it or him in the execution of any of its or his trusts, powers, authorities and discretions under these presents or its or his functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to these presents or any such appointment.

(k)

Any consent or approval given by the Trustee for the purposes of these presents may be given on such terms and subject to such conditions (if any) as the Trustee thinks fit and notwithstanding anything to the contrary in these presents may be given retrospectively.

(l)

The Trustee shall not (unless and to the extent ordered so to do by a court of competent jurisdiction) be required to disclose to any Noteholder or Couponholder any information (including, without limitation, information of a confidential, financial or price sensitive nature) made available to the Trustee by the Issuer or any other person in connection with the trusts of these presents and no Noteholder or Couponholder shall be entitled to take any action to obtain from the Trustee any such information.

(m)

Where it is necessary or desirable for any purpose in connection with these presents to convert any sum from one currency to another it shall (unless otherwise provided by these presents or required by law) be converted at such rate or rates, in accordance with such method and as at such date for the determination of such rate of exchange, as may be agreed

28


by the Trustee in consultation with the Issuer and any rate, method and date so agreed shall be binding on the Issuer, the Noteholders and the Couponholders.

(n)

The Trustee may certify whether or not any of the conditions, events and acts set out in paragraphs (b), (c), (e) and (f) of Condition 10(A) (each of which conditions, events and acts shall, unless in any case the Trustee in its absolute discretion shall otherwise determine, for all the purposes of these presents be deemed to include the circumstances resulting therein and the consequences resulting therefrom) is in its opinion materially prejudicial to the interests of the Holders and any such certificate shall be conclusive and binding upon the Issuer, the Noteholders and the Couponholders.

(o)

The Trustee as between itself and the Noteholders and the Couponholders may determine all questions and doubts arising in relation to any of the provisions of these presents. Every  such determination, whether or not relating in whole or in part to the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee and the Noteholders and the Couponholders.

(p)

In connection with the exercise by it of any of its trusts, powers, authorities or discretions under these presents (including, without limitation, any modification, waiver, authorisation, determination or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 8 and/or any undertaking given in addition thereto or in substitution therefor under these presents.

(q)

The Trustee may whenever it thinks fit delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons (whether being a joint trustee of these presents or not) all or any of its trusts, powers, authorities and discretions vested in the Trustee by these presents. Such delegation may be made upon such terms (including power to sub-delegate) and subject to such conditions and regulations as the Trustee may in the interests of the Noteholders think fit. Provided that the Trustee has taken reasonable care in selecting such delegate, it shall not be under any obligation to supervise the proceedings or acts of any such delegate or sub-delegate or be in any way responsible for any Liability incurred by reason of any misconduct or default on the part of any such delegate or sub-delegate. The Trustee shall within a reasonable time after any such delegation or any renewal, extension or termination thereof give notice thereof to the Issuer.

(r)

The Trustee may in the conduct of the trusts of these presents instead of acting personally employ and pay an agent (whether being a lawyer or other professional person) to transact or conduct, or concur in transacting or conducting, any business and to do, or concur in doing, all acts required to be done in connection with these presents (including the receipt and payment of money). Provided that the Trustee has taken reasonable care in selecting such agent, it shall not be in any way responsible for any Liability incurred by reason of any misconduct or default on the part of any such agent or be bound to supervise the proceedings or acts of any such agent.

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(s)

The Trustee may appoint and pay any person to act as a nominee on any terms in relation to such assets of the trusts constituted by these presents as the Trustee may determine.

(t)

The Trustee shall not be responsible for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of these presents or any other document relating or expressed to be supplemental thereto and shall not be liable for any failure to obtain any licence, consent or other authority for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity,  performance, enforceability or admissibility in evidence of these presents or any other document relating or expressed to be supplemental thereto.

(u)

The Trustee shall not be responsible to any person for failing to request, require or receive any legal opinion relating to any Notes or for checking or commenting upon the content of any such legal opinion.

(v)

Any certificate or report of the Auditors or any other person called for by or provided to the Trustee in accordance with or for the purposes of the Notes may be relied upon by the Trustee as sufficient evidence of the facts stated therein whether or not such certificate or report is addressed to the Trustee and whether or not such certificate or report and/or any engagement letter or other document entered into by the Trustee in connection therewith contains a monetary or other limit on the liability of the Auditors (or such other expert or other person) in respect thereof.

(w)

So long as any Global Note is, or any Registered Notes represented by a Global Certificate are, held on behalf of a clearing system, in considering the interests of Noteholders, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders or participants with entitlements to any such Global Note or the Registered Notes and may consider such interests on the basis that such accountholders or participants were the holder(s) thereof.

(x)

The Trustee may call for and shall rely on any records, certificate or other document of or to be issued by Euroclear or Clearstream, Luxembourg in relation to any determination of the principal amount of Notes represented by a NGN. Any such records, certificate or other document shall be conclusive and binding for all purposes. The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any such records, certificate or other document to such effect purporting to be issued by Euroclear or Clearstream, Luxembourg and subsequently found to be forged or not authentic.

(y)

No provision of these presents shall require the Trustee to do anything which may in its opinion be illegal or contrary to applicable law or regulation.

(z)

Any trustee being a banker, lawyer, broker or other person engaged in any profession or business shall be entitled to charge and be paid all usual professional and other charges for business transacted and acts done by him or his partner or firm on matters arising in connection with the trusts of these presents and also his properly incurred charges  in addition to disbursements for all other work and business done and all time spent by him or his partner or firm on matters arising in connection with these presents, including matters which might or should have been attended to in person by a trustee not being a banker, lawyer, broker or other professional person.

(aa)

Nothing contained in these presents shall require the Trustee to expend or risk its own funds  or otherwise incur any financial liability in the performance of its duties or the exercise of any right, power, authority or discretion hereunder if it has grounds for believing the

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repayment of such funds or adequate indemnity against, or security for, such risk or liability is not assured to it.

(bb)

The Trustee shall not be bound to take any steps to  enforce  the  performance  of  any provisions of these presents, the Notes or the Coupons or to appoint an independent financial advisor pursuant to the Conditions unless it shall be indemnified and/or secured and/or prefunded by the relevant Noteholders and/or Couponholders to its satisfaction against all proceedings, claims and demands to which it may be liable and against all costs, charges, liabilities and expenses which may be incurred by it in connection with such enforcement or appointment, including the cost of its managements’ time and/or other internal resources, calculated using its normal hourly rates in force from time to time.

(cc)

When determining whether an indemnity or any security or prefunding is satisfactory to it,    the Trustee shall be entitled to evaluate its risk in given circumstances by considering the worst-case scenario and, for this purpose, it may take into account, without limitation, the potential costs of defending or commencing proceedings in England or elsewhere and the risk however remote, of any award of damages against it in England or elsewhere.

(dd)

The Trustee shall be entitled to require that any indemnity or security given to it by the Noteholders or any of them be given on a joint and several basis and be supported by evidence satisfactory to it as to the financial standing and creditworthiness of each counterparty and/or as to the value of the security and an opinion as to the capacity, power and authority of each counterparty and/or the validity and effectiveness of the security.

16.

TRUSTEE'S LIABILITY

16.1

Subject to Section 750 of the Companies Act 2006, nothing in these presents shall in any case in which the Trustee has failed to show the degree of care and diligence required of it as trustee having regard to the provisions of these presents conferring on it any trusts, powers, authorities or discretions exempt the Trustee from or indemnify it against any liability for gross negligence, wilful default or fraud of which it may be guilty in relation to its duties under these presents.

16.2

Notwithstanding any provision of these presents to the contrary, the Trustee shall not in any event be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, business, goodwill or opportunity), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such loss or damage, unless the claim for loss or damage is made in respect of fraud on the part of the Trustee.

17.

TRUSTEE CONTRACTING WITH THE ISSUER

Neither the Trustee (which for the purpose of this Clause shall include the Holding Company of any corporation acting as trustee hereof or any Subsidiary of such Holding Company) nor any director or officer or Holding Company, Subsidiary or associated company of a corporation acting as a trustee under these presents shall by reason of its or his fiduciary position be in any way precluded from:

(a)

entering into or being interested in any contract or financial or other transaction or arrangement with the Issuer or any person or body corporate associated with the Issuer (including without limitation any contract, transaction or arrangement of a banking or insurance nature or any contract, transaction or arrangement in relation to the making of loans or the provision of financial facilities or financial advice to, or the purchase, placing or underwriting of or the subscribing or procuring subscriptions for or otherwise acquiring, holding or dealing with, or acting as paying agent in respect of, the Notes or any other notes, bonds, stocks, shares, debenture stock, debentures or other securities of, the Issuer or any person or body corporate associated as aforesaid); or

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(b)

accepting or holding the trusteeship of any other trust deed constituting or securing any other securities issued by or relating to the Issuer or any such person or body corporate so associated or any other office of profit under the Issuer or any such person or body corporate so associated,

and each shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such contract, transaction or arrangement as is referred to in 17(a) above or, as the case may be, any such trusteeship or office of profit as is referred to in 17(b) above without regard to the interests of the Noteholders and notwithstanding that the same may be contrary or prejudicial to the interests of the Noteholders and shall not be responsible for any Liability occasioned to the Noteholders thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.

Where any Holding Company, Subsidiary or associated company of the Trustee or any director or officer of the Trustee acting other than in his capacity as such a director or officer has any information, the Trustee shall not thereby be deemed also to have knowledge of such information and, unless it shall have actual knowledge of such information, shall not be responsible for any loss suffered by Noteholders resulting from the Trustee's failing to take such information into account in acting or refraining from acting under or in relation to these presents.

18.

WAIVER, AUTHORISATION AND DETERMINATION

18.1

The Trustee may without the consent or sanction of the Noteholders or the Couponholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or Potential Event of Default from time to time and at any time but only if and in so far as in its opinion the interests of the Noteholders shall not be materially prejudiced thereby waive or authorise any breach or proposed breach by the Issuer of any of the covenants or provisions contained in these presents or any Condition or determine that any Event of Default or Potential Event of Default shall not be treated as such for the purposes of these presents or any Condition PROVIDED ALWAYS THAT the Trustee shall not exercise any powers conferred on it by this Clause in contravention of any express direction given by Extraordinary Resolution or by a request under Condition 10(A) but so that no such direction or request shall affect any waiver, authorisation or determination previously given or made. Any such waiver, authorisation or determination may be given or made on such  terms and subject to such conditions (if any) as the Trustee may determine, shall be binding on the Noteholders and the Couponholders and, if, but only if, the Trustee shall so require, shall be notified by the Issuer to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.

MODIFICATION

18.2

The Trustee may without the consent or sanction of the Noteholders or the Couponholders at any time and from time to time concur with the Issuer in making any modification (a) to these presents or any Condition which in the opinion of the Trustee it may be proper to make PROVIDED THAT the Trustee is of the opinion that such modification is not materially prejudicial to the interests of the Noteholders or (b) to these presents or any Condition if in the opinion of the Trustee such modification is of a formal, minor or technical nature or to correct a manifest error or to comply with mandatory provisions of applicable law. In addition, the Trustee shall be obliged to concur with the Issuer in using its reasonable endeavours to effect any Benchmark Amendments and/or any Benchmark Replacement Conforming Changes in the circumstances as set out in Condition 4(b)(ii)(H) without the consent of the Noteholders or the Couponholders. Any such modification may be made on such terms and subject to such conditions (if any) as the Trustee may determine, shall be binding upon the Noteholders and the Couponholders and, unless the Trustee agrees otherwise, shall be notified by the Issuer to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.

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BREACH

18.3

Any breach of or failure to comply with any such terms and conditions as are referred to in subclauses 18.1 and 18.2 of this Clause shall constitute a default by the Issuer in the performance or observance of a covenant or provision binding on it under or pursuant to these presents.

19.

HOLDER OF DEFINITIVE BEARER NOTE ASSUMED TO BE COUPONHOLDER

19.1

Wherever in these presents the Trustee is required or entitled to exercise a power, trust, authority or discretion under these presents, except as ordered by a court of competent jurisdiction or as required by applicable law, the Trustee shall, notwithstanding that it may have express notice to the contrary, assume that each holder of a Definitive Bearer Note is the holder of all Coupons appertaining to each Definitive Bearer Note of which he is the holder.

NO NOTICE TO COUPONHOLDERS

19.2

Neither the Trustee nor the Issuer shall be required to give any notice to the Couponholders for any purpose under these presents and the Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Definitive Bearer Notes in accordance with Condition 14.

20.

SUBSTITUTION AND CONSOLIDATION MERGER, CONVEYANCE, TRANSFER OR LEASE

20.1       (a)          The Trustee may without the consent of the Noteholders or Couponholders at any time agree with the Issuer to the substitution in place of the Issuer (or of the previous substitute under this Clause) as the principal debtor under these presents of either (i) a Successor in Business to the Issuer or (ii) a Holding Company of the Issuer or (iii) any Subsidiary of the Issuer (such substituted company being hereinafter called the New Company) provided that in each case a trust deed is executed or some other form of undertaking is given by the New Company in form and manner reasonably satisfactory to the Trustee, agreeing to be bound by the provisions of these presents with any consequential amendments which the Trustee may deem appropriate as fully as if the New Company had been named in these presents as the principal debtor in place of the Issuer (or of the previous substitute under this Clause) and provided further that (save in the case of a substitution of a Successor in Business to the Issuer) the Issuer unconditionally and irrevocably guarantees all amounts payable under these presents to the satisfaction of the Trustee.

(b)

The following further conditions shall apply to 20.1(a) above:

(i)

the Issuer and the New Company shall comply with such other requirements as the Trustee may direct in order to ensure that the interests of the Noteholders are not materially prejudiced (and taking into account the proviso in paragraph 20.1(c) below);

(ii)

undertakings or covenants shall be given by the New Company in terms corresponding to the provisions of Condition 8 and Condition 7(b) shall be modified accordingly;

(iii)

without prejudice to the rights of reliance of the Trustee under the immediately following paragraph (iv), the Trustee is satisfied that the relevant transaction is not materially prejudicial to the interests of the Noteholders, provided that in determining such material prejudice the Trustee shall not take into account any prejudice to the interests of the Noteholders as a result of the New Company not being required pursuant to the undertakings or covenants given pursuant to the preceding paragraph (ii) to pay any additional amounts for or on account of any Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein); and

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(iv)

if two authorised signatories of the New Company (or other officers acceptable to the Trustee) shall certify that the New Company is solvent at the time at which the relevant transaction is proposed to be effected (which certificate the Trustee may rely upon absolutely) the Trustee shall not be under any duty to have regard to the financial condition, profits or prospects of the New Company or to compare the same with those of the Issuer or any previous substitute under this Clause as applicable.

(c)

Any such trust deed or undertaking shall, if so expressed, operate to release the Issuer or the previous substitute as aforesaid from all of its obligations as principal debtor under these presents. Not later than 14 days after the execution of such documents and compliance with such requirements, the New Company shall give notice thereof in a form previously approved by the Trustee to the Noteholders in the manner provided in Condition 14. Upon the execution of such documents and compliance with such requirements, the New Company shall be deemed to be named in these presents as the principal debtor in place of the Issuer (or in place of the previous substitute under this Clause) under these presents and these presents shall be deemed to be modified in such manner as shall be necessary to give effect to the above provisions and, without limitation, references in these presents to the Issuer shall, unless the context otherwise requires, be deemed to be or include references to the New Company.

20.2(a)        The Issuer may consolidate with or merge (which term shall include for the avoidance of    doubt a scheme of arrangement) into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Issuer may permit any Person to consolidate with or merge into the Issuer or convey, transfer or lease its properties and assets substantially as an entirety to the Issuer, provided that:

(i)

if the Issuer shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety shall be a corporation, partnership or trust, shall be organised and validly existing under the laws of any applicable jurisdiction and shall expressly assume (including, in the case of a Reorganisation, by  way of a full and unconditional guarantee subject to the proviso to this subclause) by a trust deed supplemental hereto executed and delivered to the Trustee on behalf of the Noteholders in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all the Notes and the performance or observance of every covenant of these presents on the part  of the Issuer to be performed or observed; provided, however, that in the case of a Reorganisation;

(A)

such assumption shall be effected by means of a supplemental trust deed executed by the guarantor in which:

I.

the guarantor covenants to the Trustee to guarantee irrevocably and unconditionally the due and punctual payment of the principal of and interest on all the Notes, and all other amounts payable by the Issuer under these presents, which guarantee shall (inter alia) not be subject to any requirement for presentment or demand and shall not be affected, modified or impaired upon the happening from time to time of any event, including without limitation (x) the waiver, surrender, compromise, settlement, release, termination or modification of any or all of the obligations, covenants or agreements of the Issuer under these presents; (y) the bankruptcy or insolvency of the Issuer; and (z) to the extent permitted by law, the release or discharge by operation of law of the Issuer from the performance or observance of any obligation, covenant or agreement contained in these presents; and

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II.

the guarantor covenants to be bound by each and every obligation of the Issuer contained in these presents, including without limitation the obligation to pay additional amounts with respect to any payment made under the guarantee to the extent and subject to the exceptions, mutatis mutandis, set out in Condition 8, and to be subject to each Event of Default specified in Condition 10(A) or in any Notes or Certificates in respect thereof and to each Potential Event of Default, as though in each case, each reference to the Issuer in connection with such obligations or Events of Default were to the guarantor; provided, however, that the reference to specific statutes in Condition 10(A)(e) shall be modified, if applicable, to reflect the laws of the jurisdiction of incorporation of the guarantor; and

(B)

the Trustee shall have received an opinion of legal counsel (which may be an employee of the guarantor), in form and substance reasonably satisfactory to the Trustee to the effect that such guarantee is the valid, binding and enforceable obligation of the guarantor;

(ii)

immediately prior to and after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer as a result of such transaction as having been incurred by the Issuer at the time of such transaction, no Event of Default or Potential Event of Default shall have happened and be continuing;

(iii)

the Person formed by such consolidation or into which the Issuer is merged or to whom the Issuer has conveyed, transferred or leased its properties or assets (if such Person is incorporated or organised and validly existing under the laws of a jurisdiction other than the United States, any State thereof, or the District of Columbia, or England and Wales) agrees to indemnify the Trustee and the holder of each Note and Coupon against (A) any tax, assessment or governmental charge imposed on the Trustee or any such holder or required to be withheld or deducted from any payment to the Trustee or such holder as a consequence of such consolidation, merger, conveyance, transfer or lease; and (B) any costs or expenses of the act of such consolidation, merger, conveyance, transfer or lease;

(iv)

the Issuer (and, in the case of a guarantee as provided above, the guarantor) has delivered to the Trustee a Certificate signed by two of its Authorised Signatories (or other officers acceptable to the Trustee) and an opinion of legal counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental trust deed is required in connection with such transaction, such supplemental trust deed complies with this Clause, that such supplemental trust deed is valid, binding and enforceable and that all conditions precedent herein provided for relating to such transaction have been complied with;

(v)

undertakings or covenants shall be given by such Person in terms corresponding to the provisions of Condition 8 and Condition 7(b) shall be modified accordingly;

(vi)

without prejudice to the rights of reliance of the Trustee under the immediately following paragraph (vii), the Trustee is satisfied that the relevant transaction is not materially prejudicial to the interests of the Noteholders, provided that in determining such material prejudice the Trustee shall not take into account any prejudice to the interests of the Noteholders as a result of the Person pursuant to the undertakings or covenants given pursuant to the preceding paragraph (v) not being required to pay any additional amounts for or on account of any Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein); and

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(vii)

if two authorised signatories of the Person formed by such consolidation or into which the Issuer is merged or to whom the Issuer has conveyed, transferred or leased its properties or assets (or other officers acceptable to the Trustee) shall certify that such Person is solvent at the time at which the relevant transaction is proposed to be effected (which certificate the Trustee may rely upon absolutely) the Trustee shall not be under any duty to have regard to the financial condition, profits or prospects of such Person or to compare the same with those of the Issuer.

(b)

Upon any consolidation of the Issuer with, or merger of the Issuer into, any other Person or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with paragraph (a) of this subclause 20.2, the successor  Person formed by such consolidation or into which the Issuer is merged or to which such conveyance, transfer or lease is made shall succeed to and be substituted for, except in the case of an assumption by way of a full and unconditional guarantee made in accordance with paragraph (a) of this subclause 20.2 (in which event, the Issuer shall remain an obligor under these presents), and may exercise every right and power of, the Issuer under these presents with the same effect as if such successor Person had been named as the Issuer in these presents, as the case may be, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under these presents.

(c)

Not later than 21 days after completion of the relevant transaction as referred to in  paragraph (a) of this subclause 20.2 the Issuer or, as the case may be, the Person resulting from any such consolidation or merger shall give notice thereof in a form previously approved by the Trustee to the Noteholders in the manner provided in Condition 14.

21.

CURRENCY INDEMNITY

The Issuer shall indemnify the Trustee, every Appointee, the Noteholders and the Couponholders and keep them indemnified against:

(a)

any loss or damage incurred by any of them arising from the non-payment by the Issuer of any amount due to the Trustee or the holders of the Notes issued by the Issuer and the relative Couponholders under these presents by reason of any variation in the rates of exchange between those used for the purposes of calculating the amount due under a judgment or order in respect thereof and those prevailing at the date of actual payment by  the Issuer; and

(b)

any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the local currency equivalent of the amounts due or contingently due under these presents (other than this Clause) is calculated for the purposes of any bankruptcy, insolvency or liquidation of the Issuer and (ii) the final date for ascertaining the amount of claims in such bankruptcy, insolvency or liquidation. The amount of such deficiency shall be deemed not to be reduced by any variation in rates of exchange occurring between the said final date and the date of any distribution of assets in connection with any such bankruptcy, insolvency or liquidation.

The above indemnities shall constitute obligations of the Issuer and separate and independent from its other obligations under the other provisions of these presents and shall apply irrespective of any indulgence granted by the Trustee or the Noteholders or the Couponholders from time to time and shall continue in full force and effect notwithstanding the judgment or filing of any proof or proofs  in any bankruptcy, insolvency or liquidation of the Issuer for a liquidated sum or sums in respect of amounts due under these presents (other than this Clause). Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Noteholders and the Couponholders and no proof or evidence of any actual loss shall be required by the Issuer or its liquidator or liquidators.

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22.

NEW TRUSTEE

22.1

The power to appoint a new trustee of these presents shall be vested in the Issuer but no person shall be appointed who shall not previously have been approved by an Extraordinary Resolution. One or more persons may hold office as trustee or trustees of these presents but such trustee or trustees shall be or include a Trust Corporation. Whenever there shall be more than two trustees of these presents the majority of such trustees shall be competent to execute and exercise all the duties, powers, trusts, authorities and discretions vested in the Trustee by these presents provided that a Trust Corporation shall be included in such majority. Any appointment of a new trustee of these presents shall as soon as practicable thereafter be notified by the Issuer to the Issuing and Principal Paying Agent and in accordance with Condition 14 to the Noteholders.

Separate and Co-Trustees

22.2

Notwithstanding the provisions of subclause 22.1 above, the Trustee may, upon giving prior notice  to the Issuer (but without the consent of the Issuer, the Noteholders or the Couponholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee:

(a)

if the Trustee considers such appointment to be in the interests of the Noteholders;

(b)

for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or

(c)

for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents against the Issuer.

The Issuer irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges  and expenses incurred by the Trustee.

23.

TRUSTEE'S RETIREMENT AND REMOVAL

A trustee of these presents may retire at any time on giving not less than three months' prior written notice to the Issuer without giving any reason and without being responsible for any Liabilities incurred by reason of such retirement. The Noteholders shall have the power exercisable by Extraordinary Resolution to remove any trustee or trustees for the time being of these presents. The Issuer undertakes that in the event of the only trustee of these presents which is a Trust Corporation giving notice under this Clause or being removed by Extraordinary Resolution it will use all reasonable endeavours to procure that a new trustee of these presents being a Trust Corporation is appointed as soon as reasonably practicable thereafter. The retirement or removal of any such trustee shall not become effective until a successor trustee being a Trust Corporation is appointed.

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24.

TRUSTEE'S POWERS TO BE ADDITIONAL

The powers conferred upon the Trustee by these presents shall be in addition to any powers which may from time to time be vested in the Trustee by the general law or as a holder of any of the Notes or Coupons.

25.

NOTICES

Any notice or demand to the Issuer or the Trustee required to be given, made or served for any purposes under these presents shall be given, made or served by sending the same by pre-paid post (first class if inland, first class airmail if overseas), email or facsimile transmission or by delivering it by hand as follows:

to the Issuer:Vodafone House

The Connection

Newbury

Berkshire RG14 2FN

England

(Attention: Group Treasury Director)

Email: Treasury.Dealers@vodafone.com

to the Trustee:Eighth Floor

100 Bishopsgate

London EC2N 4AG

England

(Attention: the Manager, Commercial Trusts)

Email: trustsupport@lawdeb.com

Facsimile No.: 020 7606 5451

or to such other postal address, email address or facsimile number as shall have been notified (in accordance with this Clause) to the other party hereto and any notice or demand sent by post as aforesaid shall be deemed to have been given, made or served upon receipt. Any notice or demand sent by email as aforesaid shall be deemed to have been given, made or served when sent (provided always that any communication to the Trustee shall only be treated as having been received upon written confirmation of receipt by the Trustee and an automatically generated “read” or “received” receipt shall not constitute such confirmation). Any notice or demand sent by facsimile transmission as aforesaid shall be deemed to have been given, made or served upon receipt provided that in the case of a notice or demand given by facsimile transmission such notice or demand shall forthwith be confirmed by post.

26.

GOVERNING LAW

The Trust Deed, the Notes, the Coupons, and any non-contractual obligations arising out of or in connection with them, are governed by, and shall be construed in accordance with, English law.

27.

COUNTERPARTS

This Trust Deed and any trust deed supplemental hereto may be executed and delivered in counterparts, both of which, taken together, shall constitute one and the same deed and either party

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to this Trust Deed or any party to any trust deed supplemental hereto may enter into the same by executing and delivering a counterpart.

28.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

A person who is not a party to this Trust Deed or any trust deed supplemental hereto has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Trust Deed or any trust deed supplemental hereto, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

IN WITNESS whereof this Trust Deed has been executed as a deed by the Issuer and the Trustee and delivered on the date stated on page 1.

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SCHEDULE 1

TERMS AND CONDITIONS OF THE NOTES

Notes issued by Vodafone Group Plc (formerly called Vodafone AirTouch Plc) (the Issuer) are constituted by a Trust Deed dated 16 July 1999 (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) made between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee, which expression shall include any successor as trustee).

The Notes and the Coupons (as defined below) have the benefit of an amended and restated Agency Agreement dated 5 July 2019  (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) made between the Issuer, HSBC Bank plc as issuing and principal paying agent and agent bank (the Issuing and Principal Paying Agent, which expression shall include any successor issuing and principal paying agent), the other paying agents named therein (together with the Issuing and Principal Paying Agent, the Paying Agents, which expression shall include any additional or successor paying agents), HSBC Bank USA, National Association as exchange agent (the Exchange Agent, which expression shall include any successor exchange agent) and HSBC Bank USA, National Association as registrar (the Registrar, which expression shall include any successor registrar) and a transfer agent and the other transfer agents named therein (together with the Registrar, the Transfer Agents, which expression shall include any additional or successor transfer agent) and the Trustee.

The Noteholders (as defined below) and the holders (the Couponholders) of the interest coupons (the Coupons) relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the Talons) are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions applicable to them of the Agency Agreement. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. References in these Terms and Conditions to Exempt Notes are to Notes for which no prospectus is required to be published under the Financial Services and Markets Act 2000.

If this Note is not an Exempt Note, the final terms for this Note (or the relevant provisions thereof) are attached to or endorsed on this Note (the Final Terms). Part A of the Final Terms completes these Terms and Conditions for the purposes of this Note. References to the applicable Final Terms are to Part A of the Final Terms (or the relevant provisions thereof). If this Note is an Exempt Note, the pricing supplement for this Note (or the relevant provisions thereof) are attached to or endorsed on this Note (the Pricing Supplement). Part A of the Pricing Supplement completes these Terms and Conditions for the purposes of this Note and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of this Note. In the case of Exempt Notes, any subsequent reference in these Terms and Conditions to Final Terms shall be deemed to include reference to Pricing Supplement so far as the context admits.

The Trustee acts for the benefit of the Noteholders and the Couponholders (which expression shall, unless the context otherwise requires, include the holders of the Talons), in accordance with the provisions of the Trust Deed.

As used herein, Tranche means Notes which are identical in all respects (including as to listing) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.

Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Issuer (being Vodafone House, The Connection, Newbury, Berkshire RG14 2FN) and of the Trustee (being at  Eighth Floor, 100 Bishopsgate, London EC2N 4AG, England) and at the specified office of each of the Paying Agents. In addition, the applicable Final Terms will be available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange plc at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html or otherwise published in accordance with Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union Withdrawal Act 2018. If this Note is an Exempt Note, the applicable Pricing Supplement will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the Paying Agent for the time being in London as to the identity of such holder. The Noteholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Trust Deed, the Agency Agreement and the applicable Final Terms which are applicable to them. The statements in these Terms and Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed. Words and expressions defined in the Trust Deed and/or the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of

40


inconsistency between the Agency Agreement and the Trust Deed, the Trust Deed shall prevail and, in the event of inconsistency between the Agency Agreement or the Trust Deed and the applicable Final Terms, the applicable Final Terms will prevail.

References herein to “RMB Notes” are to Notes denominated in Renminbi. References herein to “Renminbi”, “RMB” and “CNY” are to the lawful currency of the People’s Republic of China (the “PRC”) which, for the purposes of these Terms and Conditions, excludes the Hong Kong Special Administrative Region of the People’s Republic of China, the Macau Special Administrative Region of the People’s Republic of China and Taiwan.

1.

Form, Denomination and Title

The Notes are issued in bearer form (“Bearer Notes”, which expression includes Notes that are specified to be Exchangeable Bearer Notes), in registered form (“Registered Notes”) or in bearer form exchangeable for Registered Notes (“Exchangeable Bearer Notes”) in each case in the Specified Denomination(s) shown hereon.

All Registered Notes shall have the same Specified Denomination. Where Exchangeable Bearer Notes are issued, the Registered Notes for which they are exchangeable shall have the same Specified Denomination as the lowest denomination of Exchangeable Bearer Notes.

The Notes may be Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes, CMS Linked Notes, Inflation Linked Interest Notes or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms.

The Notes may be redeemable at par or may be Inflation Linked Redemption Notes, depending on the Redemption Basis shown in the applicable Final Terms.

The Notes may also be Sustainability-Linked Notes as defined in Condition 4(c).

If this Note is an Exempt Note, this Note may include terms and conditions not contemplated by these Terms and Conditions, in which event the relevant provisions will be included in the applicable Pricing Supplement.

Bearer Notes are serially numbered and are issued with Coupons attached, unless they are Zero Coupon Notes, in which case references to Coupons and Couponholders in these Terms and Conditions are not applicable.

Registered Notes are represented by registered certificates (“Certificates”) and, save as provided in Condition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder.

Title to the Bearer Notes and Coupons will pass by delivery. Title to the Registered Notes will pass by registration in the register that the Issuer will procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the “Register”). The Issuer, any Paying Agent, the Registrar, the Transfer Agents, the Exchange Agent and the Trustee may (to the fullest extent permitted by applicable laws) deem and treat the holder (as defined below) of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon (or on the Certificate representing it) or any notice of previous loss or theft of the Note or Coupon (or that of the related Certificate) or of trust or any interest therein) and shall not be required to obtain any proof thereof or as to the identity of such holder and no person shall be liable for so treating the holder.

In these Terms and Conditions, “Noteholder” means the bearer of any Bearer Note or the person in whose name a Registered Note is registered (as the case may be), “holder” (in relation to a Note or Coupon) means the bearer of any Bearer Note or Coupon or the person in whose name a Registered Note is registered (as the case may be) and capitalised terms have the meanings given to them in the applicable Final Terms, the absence of any such meaning indicating that such term is not applicable to the Notes.

If so specified in the applicable Final Terms, some or all of the relevant Tranche of Notes may immediately be purchased by or on behalf of the Issuer on the Issue Date thereof. Such Notes are referred to as “Retained Notes”. Any Retained Notes may  (in each case, together with the related Coupons and Talons, if applicable) be purchased by and held by or for the account of the Issuer or any Subsidiary of it and may be sold or otherwise disposed of in whole or in part by private treaty at any time, and shall cease to be Retained Notes to the extent of and upon such sale or disposal.

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Retained Notes shall, pending sale or disposal by or on behalf of the Issuer, carry the same rights and be subject in all respects to the same terms and conditions as the other Notes of the relevant Series, except that Retained Notes will not be treated as outstanding for the purposes of determining quorum or voting at meetings of Noteholders, passing a resolution in writing, the giving of consent by way of electronic consents or of considering the interests of the Noteholders save as otherwise provided in the Trust Deed. Notes which have ceased to be Retained Notes shall carry the same rights and be subject in all respects to the same terms and conditions as the other Notes of the relevant Series.

Retained Notes will be held by a custodian appointed by the Issuer or any Subsidiary of it and specified in the applicable Final Terms (the “Custodian”). At the time of such appointment, the Issuer (or a relevant Subsidiary of it, as the case may be), the Trustee and the Custodian will enter into a custody agreement to specify how the Custodian will hold such Retained Notes on behalf of the Issuer.

2.

Exchanges of Exchangeable Bearer Notes and Transfers of Registered Notes

(a)

Exchange of Exchangeable Bearer Notes

Subject as provided in Condition 2(f), Exchangeable Bearer Notes may be exchanged for the same nominal amount of Registered Notes at the request in writing of the relevant Noteholder (in substantially the same form set out in Schedule 4 of the Agency Agreement) and upon surrender of each Exchangeable Bearer Note to be exchanged, together with all unmatured Coupons relating to it, at the specified office of any Transfer Agent; provided, however, that where an Exchangeable Bearer Note is surrendered for exchange after the Record Date (as defined in Condition 6(c)) for any payment of interest, the Coupon in respect of that payment of interest need not be surrendered with it. Registered Notes may not be exchanged for Bearer Notes. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes that are not Exchangeable Bearer Notes may not be exchanged for Registered Notes.

(b)

Transfer of Registered Notes

One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate, (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor.

(c)

Partial Redemption in Respect of Registered Notes

In the case of a partial redemption of a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder in respect of the balance of the holding not redeemed. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding.

(d)

Delivery of New Certificates

Each new Certificate to be issued pursuant to Conditions 2(a), (b) or (c) above shall only be available for delivery within three business days of receipt of the request for exchange, form of transfer or Change of Control Put Notice (as defined in Condition 7(d)) or Put Notice (as defined in Condition 7(e)) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such request for exchange, form of transfer, Change of Control Put Notice, Put Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant request for exchange, form of transfer, Change of Control Put Notice, Put Notice or other in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition (d), “business day” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be).

(e)

Exchange or Transfer Free of Charge

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Exchange and transfer of Notes and Certificates on registration, transfer and exercise of an option or partial redemption shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require).

(f)

Closed Periods

No Noteholder may require the transfer of a Registered Note to be registered or an Exchangeable Bearer Note to be exchanged for one or more Registered Note(s) (i) during the period of 15 days prior to any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 7(c), (ii) after any such Note has been called for redemption or (iii) during the period of seven days ending on (and including) any Record Date. An Exchangeable Bearer Note called for redemption may, however, be exchanged for one or more Registered Note(s) in respect of which the Certificate is simultaneously surrendered not later than the relevant Record Date.

3.

Status of the Notes

The Notes and any relative Coupons are direct, unconditional and unsecured obligations of the Issuer and rank and will rank pari passu, without any preference among themselves, with all other, present and future, outstanding unsecured and unsubordinated obligations of the Issuer (other than obligations preferred by law).

4.

Interest and Sustainability-Linked Notes

(a)

Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year and on the Maturity Date.

In the case of RMB Notes, if:

(i)

Interest Payment Date Adjustment is specified as applying in the applicable Final Terms; and

(ii)

(x) there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) any Interest Payment Date would otherwise fall on a day which is not a Business Day,

then such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

If the Notes are in definitive form, except (A) in the case of Sustainability-Linked Notes (as defined in Condition 4(c)) where (i) Sustainability-Linked Trigger Event (Interest) is specified as applicable in the applicable Final Terms and (ii) following the occurrence of one or more relevant Sustainability-Linked Trigger Event(s), the Initial Rate of Interest has been increased in accordance with Condition 4(c) or (B) as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date in respect of the Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified.

Except in the case of relevant Notes in definitive form where a Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to:

(i)

in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note; or

(ii)

in the case of Fixed Rate Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Fixed Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form

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comprises more than one Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Specified Denomination without any further rounding.

(b)

Interest on Floating Rate Notes, CMS Linked Notes and Inflation Linked Interest Notes

(i)

Interest Payment Dates

Each Floating Rate Note, CMS Linked Note and Inflation Linked Interest Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:

(A)

the Specified Interest Payment Date(s) (each an “Interest Payment Date”) in each year specified in the applicable Final Terms; or

(B)

if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each an “Interest Payment Date”) which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period. If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:

(1)

in any case where Specified Periods are specified in accordance with Condition 4(b)(i)(B), the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (B) below shall apply mutatis mutandis or (ii) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (B) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or

(2)

the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or

(3)

the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or

(4)

the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

(ii)

Rate of Interest for Floating Rate Notes and CMS Linked Notes

The Rate of Interest payable from time to time in respect of Floating Rate Notes will be determined in the manner specified in the applicable Final Terms. The Rate of Interest payable from time to time in respect of CMS Linked Notes will be determined in accordance with Condition 4(b)(ii)(G).

(A)

ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), “ISDA Rate” for an Interest Period means a rate equal to the Floating Rate that would be determined by the Issuing and Principal Paying Agent under an interest rate swap transaction if the Issuing and Principal Paying Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which:

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(1)

the Floating Rate Option is as specified in the applicable Final Terms;

(2)

the Designated Maturity is a period specified in the applicable Final Terms; and

(3)

the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on EURIBOR for a currency, the first day of that Interest Period or (ii) in any other case, as specified in the applicable Final Terms.

For the purposes of this sub-paragraph (A), (i) “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity” and “Reset Date” have the meanings given to those terms in the ISDA Definitions, (ii) the definition of “Banking Day” in the ISDA Definitions shall be amended to insert after the words “are open for” in the second line the word “general” and (iii) “Euro-zone” means the region comprised of Member States of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union.

(B)

Screen Rate Determination for Floating Rate Notes – Term Rate

This Condition 4(b)(ii)(B) applies where the applicable Final Terms specifies both Screen Rate Determination and Term Rate to be “Applicable”. The Rate of Interest for each Interest Period will, subject to Condition 4(b)(ii)(H) and as provided below, be either:

(1)

the offered quotation; or

(2)

the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page (or such replacement page on that service which displays the information) as at the Relevant Time on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Issuing and Principal Paying Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Issuing and Principal Paying Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

If the Relevant Screen Page is not available or if, in the case of Condition 4(b)(ii)(B)(1) above, no such offered quotation appears or, in the case of Condition 4(b)(ii)(B)(2) above, fewer than three such offered quotations appear, in each case as at  the time specified in the preceding paragraph above, the Issuing and Principal Paying Agent shall request each of the Reference Banks to provide the Issuing and Principal Paying Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate, at approximately the Relevant Time, on the Interest Determination Date in question. If two or more of the Reference Banks provide the Issuing and Principal Paying Agent with such offered quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of such offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Issuing and Principal Paying Agent.

If on any Interest Determination Date one only or none of the Reference Banks provides the Issuing and Principal Paying Agent with such offered quotations as provided in the preceding paragraph, the Rate of Interest for the relevant Interest Period shall  be the rate per annum which the Issuing and Principal Paying Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (and at the request of) the Issuing and Principal Paying Agent by the Reference Banks or any two or more of them, at which such banks were offered, at approximately the Relevant Time, on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market or, if the Reference Rate is TIBOR, the Tokyo inter-bank market or, if the Reference Rate is CDOR, the Toronto inter-bank market or, if the Reference Rate is JIBAR, the Johannesburg inter-bank market, as the case may be, plus or minus (as appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the Issuing and Principal Paying Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the

45


Reference Rate, at approximately the Relevant Time, on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for such purpose) informs the Issuing and Principal Paying Agent it is quoting to leading banks in, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market or, if the Reference Rate is TIBOR, the Tokyo inter-bank market or, if the Reference Rate is CDOR, the Toronto inter-bank market or, if the Reference Rate is JIBAR, the Johannesburg inter-bank market, as the case may be, plus or minus (as appropriate) the Margin (if any), provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period, in place of the Margin relating to that last preceding Interest Period).

(C)

Screen Rate Determination for Floating Rate Notes – Overnight Rate – Compounded Daily SONIA – Non-Index Determination

This Condition 4(b)(ii)(C) applies where the applicable Final Terms specifies: (1) Screen Rate Determination and Overnight Rate to be “Applicable”; (2) Compounded Daily SONIA as the Reference Rate; and (3) Index Determination to be “Not Applicable”.

(a)

The Rate of Interest for an Interest Accrual Period will, subject to Condition 4(b)(ii)(H) and as provided below, be Compounded Daily SONIA with respect to such Interest Accrual Period plus or minus (as indicated in the applicable Final Terms) the applicable Margin (if any), all as determined by the Issuing and Principal Paying Agent.

Compounded Daily SONIA” means, with respect to an Interest Accrual Period, the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) as calculated by the Issuing and Principal Paying Agent as at the relevant Interest Determination Date in accordance with the following formula (and the resulting percentage will be rounded if necessary to the nearest fifth decimal place, with 0.000005 being rounded upwards):

Graphic

where:

d

is the number of calendar days in:

(i)

where “Lag” is specified as the Observation Method in the applicable Final Terms, the relevant Interest Accrual Period; or

(ii)

where “Observation Shift” is specified as the Observation Method in the applicable Final Terms, the relevant Observation Period;

D

is the number specified as such in the applicable Final Terms (or, if no such number is specified, 365);

do” means:

(i)

where “Lag” is specified as the Observation Method in the applicable Final Terms, the number of London Banking Days in the relevant Interest Accrual Period; or

(ii)

where “Observation Shift” is specified as the Observation Method in the applicable Final Terms, the number of London Banking Days in the relevant Observation Period;

i

is a series of whole numbers from one to “do”, each representing the relevant London Banking Day in chronological order from, and including, the first London Banking Day in:

(i)

where “Lag” is specified as the Observation Method in the applicable Final Terms, the relevant

46


Interest Accrual Period; or

(ii)

where “Observation Shift” is specified as the Observation Method in the applicable Final Terms, the relevant Observation Period;

London Banking Day” means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;

ni

for any London Banking Day “i”, means the number of calendar days from (and including) such London Banking Day “i” up to (but excluding) the following London Banking Day;

Observation Period” means the period from (and including) the date falling “p” London Banking Days prior to the first day of the relevant Interest Accrual Period to (but excluding) the date falling “p” London Banking Days prior to (A) (in the case of an Interest Period) the Interest Payment Date for such Interest Period or (B) (in the case of any other Interest Accrual Period) the date on which the relevant payment of interest falls due;

p

means:

(i)

where “Lag” is specified as the Observation Method in the applicable Final Terms, the number of London Banking Days specified as the “Lag Period” in the applicable Final Terms (or, if no such number is so specified, five London Banking Days); or

(ii)

where “Observation Shift” is specified as the Observation Method in the applicable Final Terms, the number of London Banking Days specified as the “Observation Shift Period” in the applicable Final Terms (or, if no such number is specified, five London Banking Days);

the “SONIA reference rate”, in respect of any London Banking Day (LBDx”), is a reference rate equal to the daily Sterling Overnight Index Average (“SONIA”) rate for such LBDx as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page (or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors) on the London Banking Day immediately following such LBDx; and

SONIAi ”means the SONIA reference rate for:

(i)

where “Lag” is specified as the Observation Method in the applicable Final Terms, the London Banking Day falling “p” London Banking Days prior to the relevant London Banking Day “i”; or

(ii)

where “Observation Shift” is specified as the Observation Method in the applicable Final Terms, the relevant London Banking Day “i”.

(b)

Subject to Condition 4(b)(ii)(H), if, where any Rate of Interest is to be calculated pursuant to Condition 4(b)(ii)(C)(a) above, in respect of any London Banking Day on which an applicable SONIA reference rate is required to be determined, such SONIA reference rate is not made available on the Relevant Screen Page or has not otherwise been published by the relevant authorised distributors, then the SONIA reference rate in respect of such London Banking Day shall be the rate determined by the Issuing and Principal Paying Agent as:

I.

the sum of (i) the Bank of England’s Bank Rate (the “Bank Rate”) prevailing at 5.00 p.m. (London time) (or, if earlier, close of business) on such London Banking Day; and (ii) the mean of the spread of the SONIA reference rate to the Bank Rate over the previous five London Banking Days in respect of which a SONIA reference rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads); or

II.

if the Bank Rate under (I)(i) above is not available at the relevant time, either (A) the SONIA reference rate published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors) for the first preceding London Banking Day in respect of which the SONIA reference rate was published on the

47


Relevant Screen Page (or otherwise published by the relevant authorised distributors) or (B) if this is more recent, the latest rate determined under (I) above,

and, in each case, references to “SONIA reference rate” in Condition 4(b)(ii)(C)(a) above shall be construed accordingly.

(c)

In the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions of this Condition 4(b)(ii)(C), and without prejudice to Condition 4(b)(ii)(H), the Rate of Interest shall be:

I.

that determined as at the last preceding Interest Determination Date on which the Rate of Interest was so determined (though substituting, where a different Margin, Maximum Rate of Interest and/or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as the case may be) relating to the relevant Interest Accrual Period, in place of the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as applicable) relating to that last preceding Interest Accrual Period); or

II.

if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Series of Notes for the first scheduled Interest Period had the Notes been in issue for a period equal in duration to the first scheduled Interest Period but ending on (and excluding) the Interest Commencement Date (applying the Margin and, if applicable, any Maximum Rate of Interest and/or Minimum Rate of Interest, applicable to the first scheduled Interest Period),

in each case as determined by the Issuing and Principal Paying Agent.

(D)

Screen Rate Determination for Floating Rate Notes – Overnight Rate – Compounded Daily SONIA – Index Determination

This Condition 4(b)(ii)(D) applies where the applicable Final Terms specifies: (1) Screen Rate Determination and Overnight Rate to be “Applicable”; (2) Compounded Daily SONIA as the Reference Rate; and (3) Index Determination to be “Applicable”.

(a)

The Rate of Interest for an Interest Accrual Period will, subject to Condition 4(b)(ii)(H) and as provided below, be the Compounded Daily SONIA Rate with respect to such Interest Accrual Period plus or minus (as indicated in the applicable Final Terms) the applicable Margin (if any), all as determined by the Issuing and Principal Paying Agent.

Compounded Daily SONIA Rate” means, with respect to an Interest Accrual Period, the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) (expressed as a percentage and rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) determined by the Issuing and Principal Paying Agent by reference to the screen rate or index for compounded daily SONIA rates administered by the administrator of the SONIA reference rate that is published or displayed by such administrator or other information service from time to time on the relevant Interest Determination Date, as further specified in the applicable Final Terms (the “SONIA Compounded Index”) and in accordance with the following formula:

Graphic

where:

dis the number of calendar days from (and including) the day in relation to which SONIA Compounded IndexStart is determined to (but excluding) the day in relation to which SONIA Compounded IndexEnd is determined;

London Banking Day” means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;

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Relevant Number is the number specified as such in the applicable Final Terms (or, if no such number is specified, five);

SONIA Compounded IndexStart means, with respect to an Interest Accrual Period, the SONIA Compounded Index determined in relation to the day falling the Relevant Number of London Banking Days prior to the first day of such Interest Accrual Period; and

SONIA Compounded IndexEnd means, with respect to an Interest Accrual Period, the SONIA Compounded Index determined in relation to the day falling the Relevant Number of London Banking Days prior to (A) the Interest Payment Date for such Interest Accrual Period, or (B) such other date on which the relevant payment of interest falls due (but which by its definition or the operation of the relevant provisions is excluded from such Interest Accrual Period).

(b)

If the relevant SONIA Compounded Index is not published or displayed by the administrator of the SONIA reference rate or other information service by 5.00 p.m. (London time) (or, if later, by the time falling one hour after the customary or scheduled time for publication thereof in accordance with the then-prevailing operational procedures of the administrator of the SONIA reference rate or of such other information service, as the case may be) on the relevant Interest Determination Date, the Compounded Daily SONIA Rate for the applicable Interest Accrual Period for which the SONIA Compounded Index is not available shall be Compounded Daily SONIA determined in accordance with Condition 4(b)(ii)(C) above as if Index Determination were specified in the applicable Final Terms as being Not Applicable, and for these purposes: (i) the Observation Method shall be deemed to be Observation Shift and (ii) the Observation Shift Period shall be deemed to be equal to the Relevant Number of London Banking Days, as if those alternative elections had been made in the applicable Final Terms.

(E)

Screen Rate Determination for Floating Rate Notes Overnight Rate SOFR Non-Index Determination

This Condition 4(b)(ii)(E) applies where the applicable Final Terms specifies: (1) Screen Rate Determination and Overnight  Rate to be Applicable; (2) either Compounded Daily SOFR or Weighted Average SOFR as the Reference Rate; and (3) Index Determination to be Not Applicable.

Where the applicable Final Terms specifies the Reference Rate to be Compounded Daily SOFR, the provisions of paragraph

(a) below of this Condition 4(b)(ii)(E) apply.

Where the applicable Final Terms specifies the Reference Rate to be Weighted Average SOFR, the provisions of paragraph (b) below of this Condition 4(b)(ii)(E) apply.

(a)

Compounded Daily SOFR

Where this paragraph (a) the Rate of Interest for an Interest Accrual Period will, subject to Condition 4(b)(ii)(H) and as provided below, be Compounded Daily SOFR with respect to such Interest Accrual Period plus or minus (as indicated in the applicable Final Terms) the applicable Margin (if any), all as determined by the Issuing and Principal Paying Agent.

Compounded Daily SOFR means, with respect to an Interest Accrual Period, the rate of return of a daily compound interest investment (with the daily U.S. dollars secured overnight financing rate as reference rate for the calculation of interest) as calculated by the Issuing and Principal Paying Agent as at the relevant Interest Determination Date in accordance with the following formula (and the resulting percentage will be rounded if necessary to the nearest fifth decimal place, with 0.000005 being rounded upwards):

Graphic

where:

49


d

is the number of calendar days in:

(i)

where Lag or Lock-out is specified as the Observation Method in the applicable Final Terms, the relevant Interest Accrual Period; or

(ii)

where Observation Shift is specified as the Observation Method in the applicable Final Terms, the relevant Observation Period;

Dis the number specified as such in the applicable Final Terms (or, if no such number is specified, 360); domeans:

(i)

where Lag or Lock-out is specified as the Observation Method in the applicable Final Terms, the number of U.S. Government Securities Business Days in the relevant Interest Accrual Period; or

(ii)

where Observation Shift is specified as the Observation Method in the applicable Final Terms, the number of U.S. Government Securities Business Days in the relevant Observation Period;

i

is a series of whole numbers from one to do, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in:

(i)

where Lag or Lock-out is specified as the Observation Method in the applicable Final Terms, the relevant Interest Accrual Period; or

(ii)

where Observation Shift is specified as the Observation Method in the applicable Final Terms, the relevant Observation Period;

Lock-out Period means the period from (and including) the day following the Interest Determination Date to (but excluding) the corresponding Interest Payment Date;

New York Feds Website means the website of the Federal Reserve Bank of New York (or a successor administrator of SOFR) or any successor source;

ni

for any U.S. Government Securities Business Day i, means the number of calendar days from (and including) such U.S. Government Securities Business Day i up to (but excluding) the following U.S. Government Securities Business Day;

Observation Period means the period from (and including) the date falling p U.S. Government Securities Business Days prior to the first day of the relevant Interest Accrual Period to (but excluding) the date falling p U.S. Government Securities Business Days prior to (A) (in the case of an Interest Period) the Interest Payment Date for such Interest Period or (B) (in the case of any other Interest Accrual Period) the date on which the relevant payment of interest falls due;

p

means:

(i)

where Lag is specified as the Observation Method in the applicable Final Terms, the number of U.S. Government Securities Business Days specified as the Lag Period in the applicable Final Terms (or, if no such number is so specified, five U.S. Government Securities Business Days);

(ii)

where Lock-out is specified as the Observation Method in the applicable Final Terms, zero U.S. Government Securities Business Days; or

(iii)

where Observation Shift is specified as the Observation Method in the applicable Final Terms, the number of U.S. Government Securities Business Days specified as the Observation Shift Period in the applicable Final Terms (or, if no such number is specified, five U.S. Government Securities

50


Business Days);

Reference Day means each U.S. Government Securities Business Day in the relevant Interest Accrual Period, other than any U.S. Government Securities Business Day in the Lock-out Period;

SOFR in respect of any U.S. Government Securities Business Day (USBDx), is a reference rate equal to the daily secured overnight financing rate as provided by the Federal Reserve Bank of New York, as the administrator of such rate (or any successor administrator of such rate) on the New York Feds Website, in each case at or around 3.00 p.m. (New York City time) on the U.S. Government Securities Business Day immediately following such USBDx;

SOFRi means the SOFR for:

(i)

where Lag is specified as the Observation Method in the applicable Final Terms, the U.S. Government Securities Business Day falling p U.S. Government Securities Business Days prior to the relevant U.S. Government Securities Business Day i;

(ii)

where Lock-out is specified as the Observation Method in the applicable Final Terms:

(I)

in respect of each U.S. Government Securities Business Day i that is a Reference Day, the SOFR in respect of the U.S. Government Securities Business Day immediately preceding such Reference Day; or

(II)

in respect of each U.S. Government Securities Business Day i that is not a Reference Day (being a U.S. Government Securities Business Day in the Lock-out Period), the SOFR in respect of the U.S. Government Securities Business Day immediately preceding the last Reference Day of the relevant Interest Accrual Period (such last Reference Day coinciding with the Interest Determination Date); or

(iii)

where Observation Shift is specified as the Observation Method in the applicable Final Terms, the relevant U.S. Government Securities Business Day i; and

U.S. Government Securities Business Day means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

(b)

Weighted Average SOFR

Where this paragraph (b) applies, the Rate of Interest for an Interest Accrual Period will, subject to Condition 4(b)(ii)(H) and as provided below, be the Weighted Average SOFR with respect to such Interest Accrual Period plus or minus (as indicated in the applicable Final Terms) the applicable Margin (if any), all as calculated by the Issuing and Principal Paying Agent as of the Interest Determination Date (and rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards), where:

Weighted Average SOFR means:

(i)

where Lag is specified as the Observation Method in the applicable Final Terms, the arithmetic mean of the SOFR in effect for each calendar day during the relevant Observation Period, calculated by multiplying each relevant SOFR by the number of calendar days such rate is in effect, determining the sum of such products and dividing such sum by the number of calendar days in the relevant Observation Period. For these purposes, the SOFR in effect for any calendar day which is not a U.S. Government Securities Business Day shall be deemed to be the SOFR in effect for the U.S. Government Securities Business Day immediately preceding such calendar day; and

(ii)

where Lock-out is specified as the Observation Method in the applicable Final Terms, the

51


arithmetic mean of the SOFR in effect for each calendar day during the relevant Interest Accrual Period, calculated by multiplying each relevant SOFR by the number of days such rate is in effect, determining the sum of such products and dividing such sum by the number of calendar days in the relevant Interest Accrual Period, provided however that for any calendar day of such Interest Accrual Period falling in the Lock-out Period, the relevant SOFR for each day during that Lock-out Period will be deemed to be the SOFR in effect for the Reference Day immediately preceding the first day of such Lock-out Period. For these purposes, the SOFR in effect for any calendar day which is not a U.S. Government Securities Business Day shall, subject to the proviso above, be deemed to be the SOFR in effect for the U.S. Government Securities Business Day immediately preceding such calendar day.

Defined terms used in this paragraph (b) and not otherwise defined herein have the meanings given to them in paragraph (a) above of this Condition 4(b)(ii)(D).

(c)

SOFR Unavailable

Subject to Condition 4(b)(ii)(H), if, where any Rate of Interest is to be calculated pursuant to this Condition 4(b)(ii)(E), in respect of any U.S. Government Securities Business Day in respect of which an applicable SOFR is required to be determined, such SOFR is not available, such SOFR shall be the SOFR for the first preceding U.S. Government Securities Business Day in respect of which the SOFR was published on the New York Feds Website.

In the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions of this Condition 4(b)(ii)(E) but without prejudice to Condition 4(b)(ii)(H), the Rate of Interest shall be calculated in accordance, mutatis mutandis, with the provisions of Condition 4(b)(ii)(C)(c).

(F)

Screen Rate Determination for Floating Rate Notes Overnight Rate SOFR Index Determination

This Condition 4(b)(ii)(F) applies where the applicable Final Terms specifies: (1) Screen Rate Determination and Overnight Rate to be Applicable; (2) Compounded Daily SOFR as the Reference Rate; and (3) Index Determination to be Applicable.

(a)

The Rate of Interest for an Interest Accrual Period will, subject to Condition 4(b)(ii)(H) and as provided below, be the Compounded SOFR with respect to such Interest Accrual Period plus or minus (as indicated in the applicable Final Terms) the applicable Margin (if any), all as determined by the Issuing and Principal Paying Agent.

Compounded SOFR means, with respect to an Interest Accrual Period, the rate (expressed as a percentage and rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) determined by the Issuing and Principal Paying Agent in accordance with the following formula:

Graphic

where:

dc

is the number of calendar days from (and including) the day in relation to which SOFR IndexStart is determined to (but excluding) the day in relation to which SOFR IndexEnd is determined;

Relevant Number is the number specified as such in the applicable Final Terms (or, if no such number is specified, five);

SOFR means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrators Website;

SOFR Administrator means the Federal Reserve Bank of New York (or a successor administrator of SOFR);

52


SOFR Administrators Website means the website of the SOFR Administrator, or any successor source;

SOFR Index, with respect to any U.S. Government Securities Business Day, means the SOFR index value as published by the SOFR Administrator as such index appears on the SOFR Administrators Website at or around 3.00 p.m. (New York time) on such U.S. Government Securities Business Day (the SOFR Determination Time);

SOFR IndexStart, with respect to an Interest Accrual Period, is the SOFR Index value for the day which is the Relevant Number of U.S. Government Securities Business Days preceding the first day of such Interest Accrual Period;

SOFR IndexEnd, with respect to an Interest Accrual Period, is the SOFR Index value for the day which is the Relevant Number of U.S. Government Securities Business Days preceding (A) the Interest Payment Date for such Interest Accrual Period, or (B) such other date on which the relevant payment of interest falls due (but which by its definition or the operation of the relevant provisions is excluded from such Interest Accrual Period); and

U.S. Government Securities Business Day means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

(b)

If, as at any relevant SOFR Determination Time, the relevant SOFR Index is not published or displayed on the SOFR Administrators Website by the SOFR Administrator, the Compounded SOFR for the applicable Interest Accrual Period for which the relevant SOFR Index is not available shall be Compounded Daily SOFR determined in accordance with Condition 4(b)(ii)(E) above as if Index Determination were specified in the applicable Final Terms as being Not Applicable, and for these purposes: (i) the Observation Method shall be deemed to be Observation Shift and (ii) the Observation Shift Period shall be deemed to be equal to the Relevant Number of U.S. Government Securities Business Days, as if such alternative elections had been made in the applicable Final Terms.

(G)

Rate of Interest for CMS Linked Notes

The Rate of Interest for each Interest Period will, subject as provided below, be determined by reference to the following formula:

[CMS Rate + Margin] x Gearing Factor

Where:

CMS Rate means, subject as provided below, the Relevant Swap Rate (expressed as a percentage rate per annum) for swap transactions in the Reference Currency with a maturity of the CMS Designated Maturity which appears on  the Relevant Screen Page as at the Relevant Time on the Interest Determination Date in question, all as determined by the Calculation Agent and as specified in the applicable Final Terms.

Gearing Factor has the meaning specified in the applicable Final Terms.

Margin has the meaning specified in the applicable Final Terms.

If (for the purposes of determining the applicable CMS Rate) the Relevant Screen Page is not available, the Calculation Agent shall request each of the CMS Reference Banks to provide the Calculation Agent with its quotation for the Relevant Swap Rate (expressed as a percentage rate per annum) at approximately the Relevant Time on the Interest Determination Date in question. If three or more of the CMS Reference Banks provide the Calculation Agent such quotations, the CMS Rate for such Interest Period shall be the arithmetic mean rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the quotations, eliminating the highest (or, if there is more than one highest quotation, one only of such quotations) and the lowest (or, if there is more than one lowest quotation, one only of such quotations).

If on any Interest Determination Date less than three or none of the CMS Reference Banks provides the Calculation Agent with

53


such quotations as provided in the preceding paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period, in place of the Margin relating to that last preceding Interest Period).

(H)

Benchmark Discontinuation

This Condition 4(b)(ii)(H) applies only to (i) Floating Rate Notes where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined and (ii) CMS Linked Notes unless Benchmark Discontinuation is specified in the applicable Final Terms to be Not Applicable.

If the applicable Final Terms specifies Benchmark Replacement to be Applicable, the provisions of Condition 4(b)(ii)(H)(a) apply, together with the other provisions of this Condition 4(b)(ii)(H) (other than Condition 4(b)(ii)(H)(b)).

If the applicable Final Terms specifies Benchmark Transition to be Applicable, the provisions of Condition 4(b)(ii)(H)(b) apply, together with the other provisions of this Condition 4(b)(ii)(H) (other than Condition 4(b)(ii)(H)(a)).

(a)

Benchmark Replacement

(i)

Issuer Determination and Independent Adviser

If a Benchmark Discontinuation Event occurs in relation to an Original Reference Rate at any time when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, then:

(a)

the Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer (acting in good faith and in a commercially reasonable manner) determining a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(ii)(H)(a)(ii)) and, in either case, an Adjustment Spread (in accordance with Condition 4(b)(ii)(H)(a)(iii)) and any Benchmark Amendments (in accordance with Condition 4(b)(ii)(H)(a)(iv)), by no later than five Business Days prior to the first Interest Determination Date that (A) falls after the Benchmark Replacement Date relating to such Benchmark Discontinuation Event, and (B) relates to an Interest Period for which the Rate of Interest (or any component part thereof) is to be determined by reference to such Original Reference Rate (the IA Determination Cut-off Date); and

(b)

if the Issuer is unable to appoint an Independent Adviser prior to the relevant IA Determination Cut-off Date  in accordance with Condition 4(b)(ii)(H)(a)(i)(a), the Issuer (acting in good faith and in a commercially reasonable manner) may determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(ii)(H)(a)(ii)) and, in either case, an Adjustment Spread (in accordance with Condition 4(b)(ii)(H)(a)(iii)) and any Benchmark Amendments (in accordance with Condition 4(b)(ii)(H)(a)(iv)), by no later than the first Interest Determination Date that (A) falls after the Benchmark Replacement Date relating to such Benchmark Discontinuation Event, and (B) relates to an Interest Period for which the Rate of Interest (or any component part thereof) is to be determined by reference to such Original Reference Rate.

An Independent Adviser appointed pursuant to this Condition 4(b)(ii)(H)(a)(i) shall act in good faith and in a commercially reasonable manner and (in the absence of bad faith or fraud) shall have no liability whatsoever to the Trustee, the Issuing and Principal Paying Agent, any Calculation Agent, any other agents under the Agency Agreement (together with the Issuing and Principal Paying Agent and any Calculation Agent, the Agents and each an Agent), the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer pursuant to this Condition 4(b)(ii)(H)(a).

(ii)

Successor Rate or Alternative Rate

If the Issuer (in accordance with Condition 4(b)(ii)(H)(a)(i)) determines that:

(a)

there is a Successor Rate, then such Successor Rate and the applicable Adjustment Spread shall

54


subsequently be used in place of the Original Reference Rate to determine the relevant Rate of Interest (or the relevant component part thereof) for all relevant future payments of interest on the Notes (subject to Condition 4(b)(ii)(H)(a)(v) and to the further operation of this Condition 4(b)(ii)(H)(a)); or

(b)

there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject  to adjustment as provided in Condition 4(b)(ii)(H)(a)(iii)) subsequently be used in place of the Original Reference Rate to determine the relevant Rate of Interest (or the relevant component part thereof) for all relevant future payments of interest on the Notes (subject to Condition 4(b)(ii)(H)(a)(v) and the further operation of this Condition 4(b)(ii)(H)(a)).

(iii)

Adjustment Spread

The Adjustment Spread (or the formula or methodology for determining the Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be).

If the Issuer (in accordance with Condition 4(b)(ii)(H)(a)(i)) is unable to determine the quantum of, or a formula or methodology for determining, an Adjustment Spread, then the Successor Rate or the Alternative Rate (as the case may be) will be used as described in Condition 4(b)(ii)(H)(a)(ii) without application of any Adjustment Spread (subject to Condition 4(b)(ii)(H)(a)(v) and the further operation of this Condition 4(b)(ii)(H)(a)).

(iv)

Benchmark Amendments

If any Successor Rate or Alternative Rate and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 4(b)(ii)(H)(a) and the Issuer (in accordance with Condition 4(b)(ii)(H)(a)(i)) determines (a) that amendments to these Terms and Conditions, the Agency Agreement, (if applicable) any calculation agency agreement (a Calculation Agency Agreement) and/or the Trust Deed (including, without limitation, amendments to the definitions of Day Count Fraction, Business Day or Relevant Screen Page) are necessary to follow market practice or to ensure the proper operation of such Successor Rate or Alternative Rate and, in either case, the applicable Adjustment Spread (or any combination thereof) (such amendments, the Benchmark Amendments) and (b) the terms of the Benchmark Amendments, then the Issuer shall, subject to (A) Condition 4(b)(ii)(H)(a)(v) and (B) giving notice thereof in accordance with Condition 4(b)(ii)(H)(a)(vi), without any requirement for the consent or approval of  the Noteholders or the Couponholders, vary these Terms and Conditions, the Agency Agreement, the relevant Calculation Agency Agreement and/or the Trust Deed (as applicable) to give effect to such Benchmark Amendments with effect from the date specified in such notice.

At the request of the Issuer, but subject to receipt by the Trustee and each of the Agents of a certificate signed by two Authorised Signatories of the Issuer pursuant to Condition 4(b)(ii)(H)(c), the Trustee and/or each relevant Agent (as applicable) shall (at the expense of the Issuer), without any requirement for the consent or approval of the Noteholders or the Couponholders, be obliged to concur with the Issuer in using its reasonable endeavours to effect any Benchmark Amendments (including, inter alia, by the execution of a deed or agreement supplemental to or amending the Trust Deed and/or the Agency Agreement and/or the relevant Calculation Agency Agreement, as applicable) and neither the Trustee nor any Agent shall be liable to any party for any consequences thereof, provided that neither the Trustee nor any Agent shall be obliged so to concur if, in the sole opinion of the Trustee or the relevant Agent (as applicable), doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee or the relevant Agent, as applicable, in these Terms and Conditions, the Trust Deed, the Agency Agreement or any Calculation Agency Agreement (including, for the avoidance of doubt, any supplemental trust deed or supplemental agency agreement) in any way.

(v)

Benchmark Replacement Date

Notwithstanding any other provision of this Condition 4(b)(ii)(H)(a), following the occurrence of any Benchmark Discontinuation Event:

(1)

no Successor Rate or Alternative Rate shall be used in place of the relevant Original Reference Rate; and

55


(2)no Adjustment Spread or Benchmark Amendments shall take effect,

until the first Interest Determination Date that (A) falls after the Benchmark Replacement Date relating to such Benchmark Discontinuation Event and (B) relates to an Interest Period for which the Rate of Interest (or any component part thereof) is to be determined by reference to the Original Reference Rate.

(b)

Benchmark Transition

If a Benchmark Transition Event and its related Benchmark Replacement Date occurs in relation to an Original Reference Rate at any time when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, then the following provisions shall apply.

(i)

Independent Adviser

The Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer (acting in good faith and in a commercially reasonable manner) determining the Benchmark Replacement which will replace such Original Reference Rate for all purposes relating to the Notes in respect of all determinations on such date and for all determinations on all subsequent dates (subject to any subsequent application of this Condition 4(b)(ii)(H)(b) with respect to such Benchmark Replacement) and any Benchmark Replacement Conforming Changes.

Any Benchmark Replacement so determined by the Issuer shall have effect for any subsequent determination of any relevant Rate of Interest (subject to any further application of this Condition 4.4(b)(ii)(H)(b) with respect to such Benchmark Replacement), subject, if any associated Benchmark Replacement Conforming Changes are required in connection therewith, to such Benchmark Replacement Conforming Changes becoming effective in accordance with the following provisions.

If, notwithstanding the Issuers reasonable endeavours, the Issuer is unable to appoint and consult with an Independent Adviser in accordance with the foregoing paragraph, the Issuer shall nevertheless be entitled, acting in good faith and in a commercially reasonable manner, to make any and all determinations expressed to be made by the Issuer pursuant to this Condition 4(b)(ii)(H)(b), notwithstanding that such determinations are not made following consultation with an Independent Adviser. If, however, the Issuer is unable to determine a Benchmark Replacement in accordance with this Condition 4(b)(ii)(H)(b), the provisions of Condition 4(b)(ii)(H)(d) below shall apply.

An Independent Advisor appointed pursuant to the Condition 4(b)(ii)(H)(b)(i) shall act in good faith and in a commercially reasonable manner and (in the absence of bad faith or fraud) shall have no liability whatsoever to the Trustee, the Agents (as defined in Condition 4(b)(ii)(H)(a)(i)), the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer pursuant to this Condition 4(b)(ii)(H)(b).

(ii)

Benchmark Replacement Conforming Changes

If the Issuer, following consultation with the Independent Adviser (if appointed), considers it is necessary to make Benchmark Replacement Conforming Changes, the Issuer shall, in consultation with the Independent Adviser (if appointed), determine the terms of such Benchmark Replacement Conforming Changes and shall, subject to giving notice in accordance with Condition 4(b)(ii)(H)(c) below (but without any requirement for the consent or approval of Noteholders), vary these Terms and Conditions, the Agency Agreement, (if applicable) any calculation agency agreement (a Calculation Agency Agreement) and/or the Trust Deed to give effect to such Benchmark Replacement Conforming Changes with effect from the date specified in such notice.

At the request of the Issuer, but subject to receipt by the Trustee and each of the Agents of a certificate signed by two Authorised Signatories of the Issuer pursuant to Condition 4(b)(ii)(H)(c), the Trustee and/or each relevant Agent (as applicable) shall (at  the  expense  of  the  Issuer),  without  any  requirement  for  the consent or approval of the Noteholders or the Couponholders, be obliged to concur with the

56


Issuer in using its reasonable endeavours to effect any Benchmark Replacement Conforming Changes (including, inter  alia,  by  the  execution  of  a  deed  or  agreement  supplemental  to  or  amending  the Trust Deed and/or the Agency Agreement and/or the relevant Calculation Agency Agreement, as applicable) and neither the Trustee nor any Agent shall be liable to any party for any consequences thereof, provided that neither the Trustee nor any Agent shall be obliged so to concur if, in the sole opinion of the Trustee or the relevant Agent (as applicable), doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee or the relevant Agent, as  applicable, in these Terms  and  Conditions,  the  Trust  Deed,  the  Agency Agreement or any Calculation Agency Agreement (including, for the avoidance of doubt, any supplemental trust deed or supplemental agency agreement) in any way.

(c)

Notification of Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Replacement (as applicable) and any Benchmark Amendments or Benchmark Replacement Conforming Changes (as applicable)

Following a Benchmark Discontinuation Event or a Benchmark Transition Event (as applicable) and the determination of any Successor Rate, Alternative Rate, Adjustment Spread, Benchmark Replacement, Benchmark Amendments and/or Benchmark Replacement Conforming Changes (as applicable) pursuant to the provisions of this Condition 4(b)(ii)(H) (and in any event prior to any Successor Rate, Alternative Rate, Adjustment Spread, Benchmark Replacement, Benchmark Amendments and/or Benchmark Replacement Conforming Changes (as applicable) taking effect), the Issuer will promptly notify the Trustee, the Agents and, in accordance with Condition 14, the Noteholders, of any such Successor Rate, Alternative Rate, Adjustment Spread, Benchmark Replacement and/or the specific terms of any Benchmark Amendments or Benchmark Replacement Conforming Changes (as applicable) so determined under this Condition 4(b)(ii)(H). Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments or Benchmark Replacement Conforming Changes (as applicable) (if any).

Prior to any Successor Rate, Alternative Rate, Adjustment Spread, Benchmark Replacement, Benchmark Amendments and/or Benchmark Replacement Conforming Changes (as applicable) taking effect, the Issuer shall deliver to the Trustee and the Agents a certificate signed by two Authorised Signatories of the Issuer:

(i)

confirming (a) that a Benchmark Discontinuation Event or a Benchmark Transition Event (as applicable) and, in either case, the related Benchmark Replacement Date have occurred, (b) the Successor Rate or, as the case may be, the Alternative Rate, (c) the applicable Adjustment Spread, (d) the Benchmark Replacement and (e) the specific terms of any Benchmark Amendments or Benchmark Replacement Conforming  Changes (as applicable), in each case as determined in accordance with the provisions of this Condition 4(b)(ii)(H); and

(ii)

certifying that the Benchmark Amendments or Benchmark Replacement Conforming Changes (as applicable) are necessary to follow market practice or, as applicable, to ensure the proper operation of such Successor Rate or Alternative Rate and (in either case) the applicable Adjustment Spread or such Benchmark Replacement or any combination thereof (as applicable).

The Trustee and the Agents shall be entitled to rely on such certificate (without enquiry or liability to any person) as sufficient evidence thereof.

The Successor Rate or Alternative Rate and the Adjustment Spread, the Benchmark Replacement and the Benchmark Amendments and/or Benchmark Replacement Conforming Changes (as applicable) (if any) specified in such certificate will (in the absence of manifest error in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread, the Benchmark Replacement and the Benchmark Amendments and/or Benchmark Replacement Conforming Changes (if any) and without prejudice to the Trustees and each Agents ability to rely on such certificate as aforesaid and subject to Condition 4(b)(ii)(H)(a)(v)) be binding on the Issuer, the Trustee, the Agents, the Noteholders and the Couponholders as of their effective date.

(d)

Fallbacks

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Without prejudice to the obligations of the Issuer under this Condition 4(b)(ii)(H), the Original Reference Rate and the fallback provisions provided for in (in the case of Floating Rate Notes) Conditions 4(b)(ii)(B) to 4(b)(ii)(F) or (in the  case of CMS Linked Notes) Condition 4(b)(ii)(G) will continue to apply unless and until (a) a Benchmark Discontinuation Event and/or a Benchmark Transition Event in relation to the Original Reference Rate and (b) a  related Benchmark Replacement Date have occurred.

If, following the occurrence of a Benchmark Replacement Date in respect of the Original Reference Rate and in relation to the determination of the Rate of Interest on the relevant Interest Determination Date:

(i)

(in the case of a Benchmark Discontinuation Event) no Successor Rate or Alternative Rate (as applicable) is determined in accordance with this Condition 4(b)(ii)(H)(a) by such Interest Determination Date; or

(ii)

(in the case of a Benchmark Transition Event) no Benchmark Replacement is determined in accordance with Condition 4(b)(ii)(H)(b),

the Original Reference Rate will continue to apply for the purposes of determining such Rate of Interest on such Interest Determination Date, with the effect that the fallback provisions provided for in (in the case of Floating Rate Notes) Condition 4(b)(ii)(B) to 4(b)(ii)(F) or (in the case of CMS Linked Notes) Condition 4(b)(ii)(G) will (if applicable) continue to apply to such determination.

For the avoidance of doubt, this Condition 4(b)(ii)(H) shall apply to the determination of the Rate of Interest on the relevant Interest Determination Date only, and the Rate of Interest applicable to any subsequent Interest Period(s) is subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(ii)(H).

(iii)

Rate of Interest for Inflation Linked Interest Notes

The Rate of Interest in respect of Inflation Linked Interest Notes for each Interest Period will be as specified in the applicable Final Terms. Amounts of interest payable in respect of Inflation Linked Interest Notes determined by reference to the applicable Rate of Interest shall be subject to adjustment in accordance with Condition 5.

(iv)

Minimum Rate of Interest and/or Maximum Rate of Interest

If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of sub-paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.

If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of sub-paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(v)

Determination of Rate of Interest and calculation of Interest Amounts

The Issuing and Principal Paying Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of CMS Linked Notes and Inflation Linked Interest Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period (or other Interest Accrual Period). In the case of CMS Linked Notes and Inflation Linked Interest Notes, the Calculation Agent will notify the Issuing and Principal Paying Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.

The Issuing and Principal Paying Agent will calculate the amount of interest (the Interest Amount) payable on the Floating Rate Notes, CMS Linked Notes or Inflation Linked Interest Notes for the relevant Interest Period (or other Interest Accrual Period) by applying the Rate of Interest to:

(A)

in the case of Floating Rate Notes, CMS Linked Notes or Inflation Linked Interest Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note; or

(B)

in the case of Floating Rate Notes, CMS Linked Notes or Inflation Linked Interest Notes in definitive form, the

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Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note, a CMS Linked Note or an Inflation Linked Interest Note in definitive form comprises more than one Calculation Amount, the Interest Amount payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Specified Denomination without any further rounding.

(vi)

Linear Interpolation

Where Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Issuing and Principal Paying Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified as applicable in the applicable Final Terms) or the relevant Floating Rate Option (where ISDA Determination is specified as applicable in the applicable Final Terms), one of which shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period provided however that if there is no rate available for a period of time next shorter or, as the case may be, next longer, then the Issuing and Principal Paying Agent shall determine such rate at such time and by reference to such sources as it determines appropriate.

Designated Maturity means, in relation to Screen Rate Determination, the period of time designated in the Reference Rate.

(vii)

Notification of Rate of Interest and Interest Amounts

(A)

Except where the applicable Final Terms specifies both Screen Rate Determination and Overnight Rate to be Applicable, the Issuing and Principal Paying Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer and any stock exchange on which the relevant Floating Rate Notes, CMS Linked Notes or Inflation Linked Interest Notes are for the time being listed and notice thereof to be published in accordance with Condition 14 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes, CMS Linked Notes or Inflation Linked Interest Notes are for the time being listed and to the Noteholders in accordance with Condition 14.

(B)

Where the applicable Final Terms specifies both Screen Rate Determination and Overnight Rate to be Applicable, the Issuing and Principal Paying Agent will cause the Rate of Interest and each Interest Amount for each Interest Accrual Period and the relevant Interest Payment Date to be notified to the Issuer and any stock exchange on which the relevant Floating Rate Notes are for the time being listed and notice thereof to be published in accordance with Condition 14 as soon as possible after their determination but in no event later than the second London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the relevant Interest Accrual Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes are for the time being listed and to the Noteholders in accordance with Condition 14.

For the purposes of this Condition 4(b)(vii), the expression London Business Day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in London.

(viii)

Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4, whether by the Issuing and Principal Paying Agent or, if applicable, the Calculation Agent shall (in the absence of manifest error) be binding on the Issuer, the Trustee, the Issuing and

59


Principal Paying Agent, the Calculation Agent (if applicable), the other Paying Agents and all Noteholders and Couponholders and (in the absence of wilful default and fraud) no liability to the Issuer, the Trustee, the Noteholders or the Couponholders shall attach to the Issuing and Principal Paying Agent or, if applicable, the Calculation Agent in connection with the exercise or non- exercise by it of its powers, duties and discretions pursuant to such provisions.

(c)

Sustainability-Linked Trigger Event(s)

This Condition 4(c) applies to (i) Fixed Rate Notes in respect of which the applicable Final Terms indicates that Sustainability- Linked Trigger Event (Interest) is applicable or (ii) any Notes in respect of which the applicable Final Terms indicates that Sustainability-Linked Trigger Event (Premium) is applicable (Sustainability-Linked Notes).

If Sustainability-Linked Trigger Event (Interest) is specified as applicable in the applicable Final Terms, for any Interest Period commencing on or after the first Interest Payment Date immediately following the occurrence of one or more relevant Sustainability-Linked Trigger Event(s), the Initial Rate of Interest shall be increased by the relevant Sustainability-Linked Step Up Margin(s).

If Sustainability-Linked Trigger Event (Premium) is specified as applicable in the applicable Final Terms, following the occurrence of one or more relevant Sustainability-Linked Trigger Event(s), the Issuer shall pay to the holder of each Note an amount equal to the relevant Sustainability-Linked Premium Amount(s) on the relevant Sustainability-Linked Premium Payment Date.

The Issuer will cause: (i) the occurrence of any relevant Sustainability-Linked Trigger Event; and (ii) (unless the relevant Sustainability-Linked Trigger Event has previously occurred and been notified to the Issuing and Principal Paying Agent, the Trustee and the Noteholders as required by this Condition 4(c)) the satisfaction of the Customer GHG Savings Condition, the Female Management and Senior Leadership Condition, the M-Pesa Customers Condition, the Vodafone GHG Scope 1 and Scope 2 Emissions Condition and/or the Vodafone GHG Scope 3 Emissions Condition, as the case may be, to be notified to the Issuing and Principal Paying Agent, the Trustee and, in accordance with Condition 16, the Noteholders as soon as reasonably practicable after such occurrence or satisfaction (as applicable) and, in respect of a Sustainability-Linked Trigger Event, in any event no later than the relevant Sustainability-Linked Trigger Event Notification Deadline. Such notice shall be irrevocable and shall specify (i) in the case of Sustainability-Linked Notes in respect of which the applicable Final Terms indicates that Sustainability-Linked Trigger Event (Interest) is applicable, the Rate of Interest and, in the case of a notification of the occurrence of a Sustainability-Linked Trigger Event, the relevant Sustainability-Linked Step Up Margin and the relevant Sustainability-Linked Step Up Date or (ii) in the case of (A) Sustainability-Linked Notes in respect of which the applicable Final Terms indicates that Sustainability-Linked Trigger Event (Premium) is applicable and, (B) a notification of the occurrence of a Sustainability-Linked Trigger Event, the relevant Sustainability-Linked Premium Amount and the relevant Sustainability-Linked Premium Payment Date.

In the case of Sustainability-Linked Notes in respect of which the applicable Final Terms indicates that Sustainability-Linked Trigger Event (Interest) is applicable, (i) if one Sustainability-Linked Trigger Event is specified as applicable in the applicable Final Terms, an increase in the Rate of Interest will occur no more than once following the occurrence of the relevant Sustainability-Linked Trigger Event, (ii) if two or more Sustainability-Linked Trigger Events are specified as applicable in the applicable Final Terms with only one Sustainability-Linked Step Up Margin, an increase in the Rate of Interest will occur no more than once following the occurrence of one or more of the relevant Sustainability-Linked Trigger Events and (iii) during the term of the Notes, if two or more Sustainability-Linked Trigger Events are specified as applicable in the applicable Final Terms together with two or more Sustainability-Linked Step Up Margins, the related combination of Sustainability-Linked Step Up Margins relating to such Sustainability-Linked Trigger Events may be applicable for the remaining term of the Sustainability- Linked Notes. For the avoidance of doubt, in the case of any such Notes, following any such increase to the Rate of Interest,  the Rate of Interest will not subsequently decrease to the Initial Rate of Interest and no Sustainability-Linked Premium Amount(s) will be payable as a result of the occurrence of a relevant Sustainability-Linked Trigger Event.

In the case of Sustainability-Linked Notes in respect of which the applicable Final Terms indicates that Sustainability-Linked Trigger Event (Premium) is applicable, (i) if two or more Sustainability-Linked Trigger Events are specified as applicable in the applicable Final Terms with only one Sustainability-Linked Premium Amount, only one Sustainability-Linked Premium Amount will be payable following the occurrence of one or more of the relevant Sustainability-Linked Trigger Events and (ii) during the term of the Notes, if two or more Sustainability-Linked Trigger Events are specified as applicable in the applicable Final Terms together with two or more Sustainability-Linked Step Up Margins, the related combination of Sustainability-Linked Premium Amounts may be payable. For the avoidance of doubt, in the case of any such Notes, no increase in the Rate of Interest will

60


occur as a result of the occurrence of a relevant Sustainability-Linked Trigger Event.

Neither the Trustee nor the Issuing and Principal Paying Agent shall be obliged to monitor or inquire as to whether a Sustainability-Linked Trigger Event has occurred or have any liability in respect thereof and the Trustee shall be entitled to rely absolutely on any notice given to it by the Issuer pursuant to this Condition 4(c) without further enquiry or liability.

(d)

Accrual of interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date of its redemption unless payment of principal is improperly withheld or refused. In such event, interest will continue to accrue as provided in the Trust Deed.

(e)

Definitions

In these Terms and Conditions:

2021 ESG Addendum” means the ESG addendum published by the Issuer in relation to its annual report for the year ended 31 March 2021;

Adjustment Spread” means either (a) a spread (which may be positive, negative or zero), or (b) a formula or methodology for calculating a spread, in either case, which the Issuer (in accordance with Condition 4(b)(ii)(H)(a)(i)) determines is to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:

(i)

in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with such Successor Rate by any Relevant Nominating Body;

(ii)

in the case of an Alternative Rate or (where (i) above does not apply) in the case of a Successor Rate, the Issuer determines is recognised or acknowledged as being in customary market usage in international debt capital markets transactions which reference the Original Reference Rate, where such rate has been replaced by such Successor Rate or such Alternative Rate (as the case may be); or

(iii)

(if the Issuer determines that neither (i) nor (ii) above applies) the Issuer determines is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be); or

(iii)  (if the Issuer determines that none of (i), (ii) or (iii) above applies) the Issuer determines to be appropriate in order to   reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to the Noteholders and the Couponholders as a result of the replacement of the Original Reference Rate with the Successor Rate or the Alternative Rate (as the case may be);

Alternative Rate” means an alternative to the Original Reference Rate which the Issuer determines (in accordance with Condition 4(b)(ii)(H)(a)(ii)) has replaced the Original Reference Rate in customary market usage in international debt capital markets transactions for the purposes of determining rates of interest (or the relevant component part thereof):

(i)

in the case of Floating Rate Notes, for a commensurate interest period and in the same Specified Currency as the Notes; and

(ii)

in the case of CMS Linked Notes, with a commensurate swap rate designated maturity and in the same Reference Currency as the Notes,

or, in any case, if the Issuer determines that there is no such rate, such other rate as the Issuer determines in its sole discretion is most comparable to the Original Reference Rate;

Authorised Signatory” means any person who (a) is a Director or the Secretary of the Issuer or (b) has been notified by the

61


Issuer in writing to the Trustee as being duly authorised to sign documents and to do other acts and things on behalf of the Issuer for the purposes of the Trust Deed;

Benchmark Amendments” has the meaning given to it in Condition 4(b)(ii)(H)(a)(iv);

Benchmark Discontinuation Event” means, with respect to an Original Reference Rate:

(i)

such Original Reference Rate ceasing to (a) be published for a period of at least five Business Days or (b) exist or be administered; or

(ii)

the later of (a) the making of a public statement by the administrator of such Original Reference Rate that it will, on or before a specified date, cease publishing such Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of such Original Reference Rate) and (b) the date falling six months prior to the specified date referred to in (ii)(a); or

(iii)

the making of a public statement by the supervisor of the administrator of such Original Reference Rate that such Original Reference Rate has been permanently or indefinitely discontinued; or

(iv)

the later of (a) the making of a public statement by the supervisor of the administrator of such Original Reference Rate that such Original Reference Rate will, on or before a specified date, be permanently or indefinitely discontinued and

(b) the date falling six months prior to the specified date referred to in (iv)(a); or

(v)

the making of a public statement by the supervisor of the administrator of such Original Reference Rate that means such Original Reference Rate has become prohibited from being used or that its use has become subject to restrictions or adverse consequences; or

(vi)

the later of (a) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that means such Original Reference Rate will be prohibited from being used or that its use will be subject to restrictions or adverse consequences, in each case on or before a specified date and (b) the date falling six months prior to the specified date referred to in (vi)(a); or

(vii)

it has or will, prior to the next Interest Determination Date, become unlawful for the Issuer, any Agent or any other party specified in the applicable Final Terms as being responsible for calculating the Rate of Interest and/or the Interest Amount to calculate any payments due to be made to any Noteholder or Couponholder using such Original Reference Rate; or

(viii)

the making of a public statement by the supervisor of the administrator of such Original Reference Rate announcing that such Original Reference Rate is no longer representative or may no longer be used;

Benchmark Replacement” means, the first alternative set forth in the order below that can be determined by the Issuer as of the Benchmark Replacement Date:

(i)

the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the Original Reference Rate and (b) the Benchmark Replacement Adjustment;

(ii)

the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(iii)

the sum of: (a) the alternate rate of interest that has been selected by the Issuer as the replacement for the Original Reference Rate giving due consideration to any industry-accepted rate of interest as a replacement for the then- current benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment;

Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the

62


Issuer as of the Benchmark Replacement Date:

(i)

the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(ii)

if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or

(iii)

the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time;

Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to any Interest Period, Interest Accrual Period, the timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Issuer (in consultation with the Independent Adviser, if appointed) decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer (in consultation with the Independent Adviser, if appointed) determines is reasonably necessary);

Benchmark Replacement Date” means:

(i)

with respect to any Benchmark Discontinuation Event:

(a)

in the case of an event falling within sub-paragraph (i)(a) of the definition of "Benchmark Discontinuation Event", the first Business Day immediately following such five-Business Day period;

(b)

in the case of an event falling within sub-paragraphs (i)(b) or (ii) of the definition of "Benchmark Discontinuation Event", the date of the relevant cessation of existence, administration or publication, as applicable;

(c)

in the case of an event falling within sub-paragraphs (iii), (v) or (viii) of the definition of "Benchmark Discontinuation Event", the date of the relevant public statement;

(d)

in the case of an event falling within sub-paragraph (iv) of the definition of "Benchmark Discontinuation Event", the date of the relevant discontinuation; or

(e)

in the case of event falling within sub-paragraphs (vi) or (vii) of the definition of "Benchmark Discontinuation Event", the date on which the relevant prohibition, restrictions, adverse consequences or unlawfulness become(s) effective; and

(ii)

with respect to any Benchmark Transition Event:

(a)

in the case of an event falling within sub-paragraph (i) or (ii) of the definition of "Benchmark Transition Event", the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Original Reference Rate permanently or indefinitely ceases to provide the Original Reference Rate (or such component);

(b)

in the case of an event falling within sub-paragraph (iii) of the definition of "Benchmark Transition Event", the date of the public statement or publication of information referenced therein;

Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the Original Reference Rate (including the daily published component used in the calculation thereof):

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(i)

a public statement or publication of information by or on behalf of the administrator of the Original Reference Rate (or such component) announcing that such administrator has ceased or will cease to provide the Original Reference Rate (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Original Reference Rate (or such component); or

(ii)

a public statement or publication of information by the regulatory supervisor for the administrator of the Original Reference Rate (or such component), the central bank for the currency of the Original Reference Rate (or such component), an insolvency official with jurisdiction over the administrator for the Original Reference Rate (or such component), a resolution authority with jurisdiction over the administrator for the Original Reference Rate (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Original Reference Rate, which states that the administrator of the Original Reference Rate (or such component) has ceased or will cease to provide the Original Reference Rate (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Original Reference Rate (or such component); or

(iii)

a public statement or publication of information by the regulatory supervisor for the administrator of the Original Reference Rate announcing that the Original Reference Rate is no longer representative;

Business Day” means a day which is both:

(i)

a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and any Additional Business Centre specified in the applicable Final Terms; and

(ii)

either (1) in relation to any sum payable in a Specified Currency other than euro or Renminbi, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Wellington, respectively), (2) in relation to any sum payable in euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the “TARGET2 System”) is open or

(3)

in relation to any sum payable in Renminbi, a day (other than a Saturday, Sunday or public holiday) on which commercial banks and foreign exchange markets in Hong Kong are generally open for business and settlement for Renminbi payments in Hong Kong;

Calculation Agent” means the person appointed by the Issuer as calculation agent in relation to a Series of CMS Linked  Notes and specified in the applicable Final Terms and shall include any successor calculation agent appointed in respect of such Notes;

CDOR” means the Canadian dollar offered rate;

CMS Reference Banks” means:

(i)

where the Reference Currency is euro, the principal office of five leading swap dealers in the Euro-zone inter-bank market;

(ii)

where the Reference Currency is Sterling, the principal London office of five leading swap dealers in the London inter- bank market;

(iii)

where the Reference Currency is U.S. dollars, the principal New York City office of five leading swap dealers in the New York City inter-bank market; and

(iv)

in the case of any other Reference Currency, the principal Relevant Financial Centre office of five leading swap dealers in the Relevant Financial Centre inter-bank market,

in each case as selected by the Calculation Agent;

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Customer GHG Savings” means, in respect of the period from (and including) the Customer GHG Savings Start Date to (but excluding) the Customer GHG Savings End Date, the total greenhouse gas emissions within the Scope of Reporting that the Group has helped its customers to avoid;

Customer GHG Savings Amount” means, in millions of metric tonnes of carbon dioxide equivalent (Mt CO2e), the Customer GHG Savings calculated in good faith by the Issuer in consultation with the External Savings Agent, reported by the Issuer in accordance with Condition 15 and confirmed by the External Verifier;

Customer GHG Savings Condition” means, in relation to each Customer GHG Savings Reference Year, the condition that: (i) the Reporting Condition (as defined in Condition 15) has been satisfied; and (ii) the Customer GHG Savings Amount in respect of such Customer GHG Savings Reference Year, as shown in the relevant ESG Addendum, is equal to or greater than the Customer GHG Savings Threshold in respect of such Customer GHG Savings Reference Year, and if the requirements of (i) and/or (ii) (above) are not met, the Customer GHG Savings Condition in respect of the relevant Customer GHG Savings Reference Year shall be deemed not to have been satisfied;

Customer GHG Savings End Date” means the date specified in the applicable Final Terms as being the GHG Savings End Date;

Customer GHG Savings Event” (if specified as applicable in the applicable Final Terms) occurs if the Customer GHG Savings Condition in respect of any Customer GHG Savings Reference Year is not satisfied, provided no Customer GHG Savings Event has previously occurred in respect of the Notes;

Customer GHG Savings Reference Year” means the financial year(s) of the Issuer specified in the applicable Final Terms as being the Customer GHG Savings Reference Year(s);

Customer GHG Savings Start Date” means the date specified in the applicable Final Terms as being the Customer GHG Savings Start Date;

Customer GHG Savings Threshold” means the threshold(s) specified in the applicable Final Terms as being the Customer GHG Savings Threshold(s) in respect of the relevant Customer GHG Savings Reference Year(s);

Day Count Fraction” means, in respect of the calculation of an amount of interest in accordance with Condition 4(b):

(i)

if “Actual/Actual-ISDA” or “Actual/Actual” is specified in the applicable Final Terms, the actual number of days in the Interest Accrual Period divided by 365 (or, if any portion of that Interest Accrual Period falls in a leap year, the sum of

(A)

the actual number of days in that portion of the Interest Accrual Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Accrual Period falling in a non-leap year divided by 365);

(ii)

if “Actual/365 (Sterling)” is specified in the applicable Final Terms, the actual number of days in the Interest Accrual Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

(iii)

if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number of days in the Interest Accrual Period divided by 365;

(iv)

if “Actual/360” is specified in the applicable Final Terms, the actual number of days in the Interest Accrual Period divided by 360;

(v)

if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms, the number of days in the Interest Accrual Period divided by 360, calculated on a formula basis as follows:

[360× (Y2 - Y1)]+ [30×(M2 -M1)]+(D2 -D1)

Day Count Fraction =

360

where:

Y1” is the year, expressed as a number, in which the first day of the Interest Accrual Period falls;

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Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Accrual Period falls;

M1” is the calendar month, expressed as a number, in which the first day of the Interest Accrual Period falls;

M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Accrual Period falls;

D1” is the first calendar day, expressed as a number, of the Interest Accrual Period, unless such number is 31, in which case D1 will be 30; and

D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Accrual Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(vi)

if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, the number of days in the Interest Accrual Period divided by 360, calculated on a formula basis as follows:

[360 × (Y2 - Y1)]+ [30×(M2 - M1)]+(D2 - D1)

Day Count Fraction =

360

where:

Y1” is the year, expressed as a number, in which the first day of the Interest Accrual Period falls;

Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Accrual Period falls;

M1” is the calendar month, expressed as a number, in which the first day of the Interest Accrual Period falls;

M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Accrual Period falls;

D1” is the first calendar day, expressed as a number, of the Interest Accrual Period, unless such number would be 31, in which case D1 will be 30; and

D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Accrual Period, unless such number would be 31, in which case D2 will be 30; and

(vii)

if “30E/360 (ISDA)” is specified in the applicable Final Terms, the number of days in the Interest Accrual Period divided by 360, calculated on a formula basis as follows:

[360× (Y2 - Y1)]+ [30×(M2 - M1)]+(D2 - D1)

Day Count Fraction =

360

where:

Y1” is the year, expressed as a number, in which the first day of the Interest Accrual Period falls;

Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Accrual Period falls;

M1” is the calendar month, expressed as a number, in which the first day of the Interest Accrual Period falls;

M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Accrual Period falls;

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D1” is the first calendar day, expressed as a number, of the Interest Accrual Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Accrual Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30;

Determination Period” means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date);

ESG Addendum” has the meaning give to it in Condition 15;

EURIBOR” means the Euro-zone inter-bank offered rate;

External Savings Agent” means The Carbon Trust or, in the event that The Carbon Trust resigns or is otherwise replaced, such other third party as may be appointed by the Issuer to consult with the Issuer in calculating the Customer GHG Savings Amount;

External Verifier” means:

(i)

in relation to the Customer GHG Savings Amount, Grant Thornton UK LLP or, in the event that Grant Thornton UK LLP resigns or is otherwise replaced by the Issuer, such other qualified provider of third-party assurance or attestation services appointed by the Issuer to review the Issuer’s statement of the Customer GHG Savings Amount;

(ii)

in relation to the Female Management and Senior Leadership Amount, any qualified provider of third-party assurance or attestation services appointed by the Issuer to review the Issuer’s statement of Female Management and Senior Leadership Amount;

(iii)

in relation to the M-Pesa Customers Amount, any qualified provider of third-party assurance or attestation services appointed by the Issuer to review the Issuer’s statement of M-Pesa Customers Amount; and

(iv)

in relation to the Vodafone GHG Scope 1 and Scope 2 Emissions Amount and Vodafone GHG Scope 3 Emissions Amount, Grant Thornton UK LLP or, in the event that Grant Thornton UK LLP resigns or is otherwise replaced by the Issuer, such other qualified provider of third-party assurance or attestation services appointed by the Issuer to review the Issuer’s statement of the Vodafone GHG Scope 1 and Scope 2 Emissions Amount and Vodafone GHG Scope 3 Emissions Amount;

Female Management and Senior Leadership Amount” means, in respect of a relevant financial year, the total number of women in management and senior leadership roles in the Group within the Scope of Reporting as a percentage of total number of employees in management and senior leadership roles in the Group within the Scope of Reporting, in respect of such financial year and calculated in good faith by the Issuer, reported by the Issuer in accordance with Condition 15 and confirmed by the External Verifier;

Female Management and Senior Leadership Condition” means, in relation to each Female Management and Senior Leadership Reference Year, the condition that: (i) the Reporting Condition (as defined in Condition 15) has been satisfied; and

(ii) the Female Management and Senior Leadership Amount in respect of such Female Management and Senior Leadership Reference Year, as shown in the relevant ESG Addendum, is equal to or greater than the Female Management and Senior Leadership Threshold in respect of such Female Management and Senior Leadership Reference Year, and if the requirements of (i) and/or (ii) (above) are not met, the Female Management and Senior Leadership Condition in respect of the relevant Female Management and Senior Leadership Reference Year shall be deemed not to have been satisfied;

a “Female Management and Senior Leadership Event” (if specified as applicable in the applicable Final Terms) occurs if the Female Management and Senior Leadership Condition in respect of any Female Management and Senior Leadership Reference Year is not satisfied, provided no Female Management and Senior Leadership Event has previously occurred in

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respect of the Notes;

Female Management and Senior Leadership Threshold” means the threshold(s) (expressed as a percentage) specified in the applicable Final Terms as being the Female Management and Senior Leadership Threshold(s) in respect of the relevant Female Management and Senior Leadership Reference Year(s);

Female Management and Senior Leadership Reference Year” means the financial year(s) of the Issuer specified in the applicable Final Terms as being the Female Management and Senior Leadership Reference Year(s);

Fixed Day Count Fraction” means, in respect of the calculation of an amount of interest in accordance with Condition 4(a):

(i)

if “Actual/Actual (ICMA)” is specified in the applicable Final Terms:

(a)

in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the “Accrual Period”) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or

(b)

in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:

(1)

the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; and

(2)

the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year assuming interest was to be payable in respect of the whole of that year;

(ii)

if “30/360” is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360; and

(iii)

if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number of days in the relevant period divided by 365;

GHG Protocol Standard” means the document titled “The Greenhouse Gas Protocol, A Corporate Accounting and Reporting Standard (Revised Edition)” published by the World Business Council for Sustainable Development and the World Resources Institute, as such document may be amended, supplemented or replaced at the relevant time;

Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise in the international debt capital markets appointed by the Issuer at its own expense under Condition 4(b)(ii)(H) and notified in writing to the Trustee;

Initial Rate of Interest” means the initial Rate of Interest specified in the applicable Final Terms;

Interest Accrual Period” means (i) each Interest Period and (ii) any other period (if any) in respect of which interest is to be calculated, being the period from (and including) the first day of such period to (but excluding) the day on which the relevant payment of interest falls due (which, if the Notes become due and payable in accordance with Condition 10, shall be the date on which the Notes become due and payable);

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Interest Determination Date” means:

(i)

if the Notes are Floating Rate Notes and:

(a)

the Reference Rate is SONIA, the date which is “p” London Banking Days prior to each Interest Payment Date;

(b)

the Reference Rate is SOFR, the date which is “p” U.S. Government Securities Business Days prior to each Interest Payment Date;

(c)

the Reference Rate is EURIBOR, the second day on which the TARGET2 System is open prior to the start of each Interest Period;

(d)

the Reference Rate is TIBOR, the second Tokyo Business Day prior to the start of each Interest Period;

(e)

the Reference Rate is CDOR, the first day of each Interest Period; or

(f)

the Reference Rate is JIBAR, the first day of each Interest Period; or

(ii)

if the Notes are CMS Linked Notes, each date specified in the applicable Final Terms;

Interest Period” means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date;

ISDA Definitions” means the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc. and amended and updated as at the Issue Date of the first Tranche of the Notes);

ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Original Reference Rate;

ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Original Reference Rate for the applicable tenor excluding the applicable ISDA Fallback Adjustment;

JIBAR” means the Johannesburg inter-bank agreed rate;

M-Pesa Customers Amount” means the number in millions of customers of the Group within the Scope of Reporting on the M-Pesa platform (or equivalent mobile money service), in respect of a financial year and calculated in good faith by the Issuer, reported by the Issuer in accordance with Condition 15 and confirmed by the External Verifier;

M-Pesa Customers Condition” means, in relation to each M-Pesa Customers Reference Year, the condition that: (i) the Reporting Condition (as defined in Condition 15) has been satisfied; and (ii) the M-Pesa Customers Amount in respect of such M-Pesa Customers Reference Year, as shown in the relevant ESG Addendum, is equal to or greater than the M-Pesa Customers Threshold in respect of such M-Pesa Customers Reference Year, and if the requirements of (i) and/or (ii) (above) are not met, the M-Pesa Customers Condition in respect of the relevant M-Pesa Customers Reference Year shall be deemed not to have been satisfied;

a “M-Pesa Customers Event” (if specified as applicable in the applicable Final Terms) occurs if the M-Pesa Customers Condition in respect of any M-Pesa Customers Reference Year is not satisfied, provided no M-Pesa Customers Event has previously occurred in respect of the Notes;

M-Pesa Customers Reference Year” means the financial year(s) of the Issuer specified in the applicable Final Terms as being the M-Pesa Customers Reference Year(s);

M-Pesa Customers Threshold” means the threshold(s) specified in the applicable Final Terms as being the M-Pesa

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Customers Threshold(s) in respect of the relevant M-Pesa Customers Reference Year(s);

Original Reference Rate” means the originally-specified benchmark or screen rate (as applicable) used to determine the relevant Rate of Interest (or any component part thereof) in respect of any Interest Period(s) (provided that if, following one or more Benchmark Replacement Dates, such originally-specified benchmark or screen rate (as applicable) (or any Successor Rate, Alternative Rate or Benchmark Replacement (as applicable) which has replaced it) has been replaced by a (for a further) Successor Rate, Alternative Rate or Benchmark Replacement (as applicable) and a Benchmark Discontinuation Event or Benchmark Transition Event (as applicable) and, in either case, a related Benchmark Replacement Date subsequently occur in respect of such Successor Rate, Alternative Rate or Benchmark Replacement (as applicable), the term “Original Reference Rate” shall include any such Successor Rate or Alternative Rate or Benchmark Replacement (as applicable));

Reference Banks” means, in the case of a determination of EURIBOR, the principal office of four major banks in the Euro- zone inter-bank market, in the case of a determination of TIBOR, the principal Tokyo office of ten major banks in the Tokyo inter-bank market, in the case of a determination of CDOR, four major Canadian Schedule I chartered banks, in the case of a determination of JIBAR, the principal Johannesburg office of four major banks in the Johannesburg inter-bank market, in each case selected by the Issuing and Principal Paying Agent;

Reference Rate” means (i) EURIBOR, (ii) TIBOR, (iii) CDOR, (iv) JIBAR or (v) CMS Rate, in each case for the relevant period, or (vi) Compounded Daily SONIA, (vii) Compounded Daily SOFR or (viii) Weighted Average SOFR, as specified in the applicable Final Terms;

Reference Year” means:

(i)

a Customer GHG Savings Reference Year;

(ii)

a Female Management and Senior Leadership Reference Year;

(iii)

a M-Pesa Customers Reference Year;

(iv)

a Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year; and/or

(v)

a Vodafone GHG Scope 3 Emissions Reference Year,

as specified in the applicable Final Terms and as the context may so require;

Relevant Financial Centre” means:

(i)

if the Notes are Floating Rate Notes:

(a)

Brussels, in the case of a determination of EURIBOR;

(b)

Tokyo, in the case of a determination of TIBOR;

(c)

Toronto, in the case of a determination of CDOR; and

(d)

Johannesburg, in the case of a determination of JIBAR; or

(ii)

if the Notes are CMS Linked Notes, the city specified in the applicable Final Terms;

Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto;

Relevant Nominating Body” means, in respect of an Original Reference Rate:

(i)

the central bank for the currency to which such Original Reference Rate relates, or any central bank or other

70


supervisory authority which is responsible for supervising the administrator of such Original Reference Rate; or

(ii)

any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which such Original Reference Rate relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of such Original Reference Rate, (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof;

Relevant Swap Rate” means:

(i)

where the Reference Currency is euro, the mid-market annual swap rate determined on the basis of the arithmetic mean of the bid and offered rates for the annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for- floating euro interest rate swap transaction with a term equal to the Designated Maturity commencing on the first day of the relevant Interest Period and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, in each case calculated on an Actual/360 day count basis, is equivalent to EUR- EURIBOR-Reuters (as defined in the ISDA Definitions) with a designated maturity determined by the Calculation Agent by reference to standard market practice and/or the ISDA Definitions;

(ii)

where the Reference Currency is Sterling, the mid-market semi-annual swap rate determined on the basis of the arithmetic mean of the bid and offered rates for the semi-annual fixed leg, calculated on an Actual/365 (Fixed) day count basis, of a fixed-for-floating Sterling interest rate swap transaction with a term equal to the Designated Maturity commencing on the first day of the relevant Interest Period and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, in each case calculated on an Actual/365 (Fixed) day count basis, is equivalent (A) if the Designated Maturity is greater than one year, to GBP-LIBOR-BBA (as defined in the ISDA Definitions) with a designated maturity of six months or (B) if the Designated Maturity is one year or less, to GBP-LIBOR-BBA with a designated maturity of three months;

(iii)

where the Reference Currency is U.S. dollars, the mid-market semi-annual swap rate determined on the basis of the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for- floating U.S. dollar interest rate swap transaction with a term equal to the Designated Maturity commencing on the first day of the relevant Interest Period and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is equivalent to USD-LIBOR-BBA (as defined in the ISDA Definitions) with a designated maturity of three months; and

(iv)

where the Reference Currency is any other currency, the mid-market swap rate as determined by the Calculation Agent in its sole and absolute discretion on a commercial basis as it shall consider appropriate and in accordance with standard market practice;

Relevant Time” means:

(i)

if the Notes are Floating Rate Notes:

(a)

in the case of EURIBOR, 11.00 a.m.;

(b)

in the case of TIBOR, 11.00 a.m.;

(c)

in the case of CDOR, 10.00 a.m.; and

(d)

in the case of JIBAR, 11.00 a.m.; or

(ii)

if the Notes are CMS Linked Notes, the time specified in the applicable Final Terms,

in each case in the Relevant Financial Centre;

Representative Amount” means an amount that is representative for a single transaction in the relevant market at the relevant time;

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Scope of Reporting” means, in relation to the ESG Addendum, performance data which is included in the scope of the ESG Addendum in respect of:

(a)the Issuer;

(b)the Issuer’s operating companies in Albania, the Czech Republic, Egypt, Germany, Ghana, Greece, Hungary, Ireland, Italy, Portugal, Romania, Spain, Turkey and the United Kingdom;

(c)Vodacom Group Limited;

(d)Vodacom Group Limited’s subsidiaries in the Democratic Republic of the Congo, Lesotho, Mozambique and Tanzania; and

(e)the Issuer’s operations under Vantage Towers, Vodafone Global Enterprise and Vodafone Group Services,

all as more fully described in the 2021 ESG Addendum and subject to the good faith judgement of the Issuer and excludes performance data which is not included in the scope of the ESG Addendum in respect of:

(i)joint ventures and associates where Vodafone does not have operational control (which, as at 30 June 2021, includes VodafoneZiggo, TPG Telecom, Vodafone Idea and Indus Towers, INWIT and Safaricom);

(ii)partner market networks in which the Issuer neither has any equity interests nor holds an operating licence, including those partner markets that operate under the “Vodafone” brand;

(iii)countries in which the Issuer is required to hold an operating licence in order to provide local customer support to multinational enterprise customers but where the Issuer neither owns nor operates any licensed telecommunications network infrastructure; and

(iv)retail stores that are “Vodafone” branded by way of franchise and exclusive dealer arrangements which are not owned or operated by the Issuer,

all as more fully described in the 2021 ESG Addendum and subject to the good faith judgement of the Issuer and subject to the following exceptions:

(x) in relation to the M-Pesa Customers Amount and M-Pesa Customers Threshold, Safaricom is included; and

(y) in relation to the Customer GHG Savings Amount and Customer GHG Savings Threshold, joint venture and partner markets are included,

all as more fully described in the 2021 ESG Addendum and subject to the good faith judgement of the Issuer.

sub-unit” means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent;

Successor Rate” means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body;

Sustainability-Linked Premium Amount” means, in relation to one or more Sustainability-Linked Trigger Event(s), the amount specified in the applicable Final Terms as being the Sustainability-Linked Premium Amount in respect of such Sustainability-Linked Trigger Event(s);

Sustainability-Linked Premium Payment Date” means the date specified in the applicable Final Terms as being the Sustainability-Linked Premium Payment Date;

Sustainability-Linked Step Up Date” means, in relation to a Sustainability-Linked Trigger Event, the first Interest Payment Date immediately following the occurrence of such Sustainability-Linked Trigger Event;

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Sustainability-Linked Step Up Margin” means, in relation to one or more Sustainability-Linked Trigger Event(s), the amount specified in the applicable Final Terms as being the Sustainability-Linked Step Up Margin in respect of such Sustainability- Linked Trigger Event(s);

Sustainability-Linked Trigger Event” means, in each case if specified in the applicable Final Terms as being applicable, a Customer GHG Savings Event, a Female Management and Senior Leadership Event, a M-Pesa Customers Event, a Vodafone GHG Scope 1 and Scope 2 Emissions Event and/or a Vodafone GHG Scope 3 Emissions Event, in each case in respect of the respective relevant Reference Year;

Sustainability-Linked Trigger Event Notification Deadline” means the day falling 135 days after the last day of the applicable Reference Year;

Threshold” means:

(a)

Customer GHG Savings Threshold;

(b)

Female Management and Senior Leadership Threshold;

(c)

M-Pesa Customers Threshold;

(d)

Vodafone GHG Scope 1 and Scope 2 Emissions Threshold; and/or

(e)

Vodafone GHG Scope 3 Emissions Threshold,

as specified in the applicable Final Terms and as the context may so require; “TIBOR” means the Tokyo inter-bank offered rate;

Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment;

Vodafone GHG Scope 1 Emissions” means, in respect of a financial year, direct greenhouse gas emissions from controlled sources of the Group within the Scope of Reporting, in respect of such financial year calculated in good faith by the Issuer using the market-based method;

Vodafone GHG Scope 2 Emissions” means, in respect of a financial year, indirect greenhouse gas emissions from electricity, steam and heat purchased or acquired by the Group within the Scope of Reporting, in respect of such financial year calculated in good faith by the Issuer using the market-based method;

Vodafone GHG Scope 3 Emissions” means, in respect of a financial year, indirect greenhouse gas emissions from non- controlled sources of the Group within the Scope of Reporting, but which the Group may be able to influence, in respect of such financial year calculated in good faith by the Issuer using the market-based method;

Vodafone GHG Scope 1 and Scope 2 Emissions Amount” means, in millions of metric tonnes of carbon dioxide equivalent (Mt CO2e), the sum of the:

(i)

Vodafone GHG Scope 1 Emissions; and

(ii)

Vodafone GHG Scope 2 Emissions,

in each case in respect of the relevant financial year and calculated in good faith by the Issuer, reported by the Issuer in accordance with Condition 15 and confirmed by the External Verifier;

Vodafone GHG Scope 3 Emissions Amount” means, in millions of metric tonnes of carbon dioxide equivalent (Mt CO2e), the Vodafone GHG Scope 3 Emissions calculated in good faith by the Issuer, reported by the Issuer in accordance with Condition 15 and confirmed by the External Verifier;

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Vodafone GHG Scope 1 and Scope 2 Emissions Baseline” means the Vodafone GHG Scope 1 and Scope 2 Emissions Amount for the financial year specified in the applicable Final Terms, as initially reported in the ESG Addendum in respect of such financial year and, if applicable, recalculated in good faith by the Issuer and published by the Issuer in the latest ESG Addendum published in accordance with Condition 15;

Vodafone GHG Scope 3 Emissions Baseline” means the Vodafone GHG Scope 3 Emissions Amount for the financial year specified in the applicable Final Terms, as initially reported in the ESG Addendum in respect of such financial year and, if applicable, recalculated in good faith by the Issuer and published by the Issuer in the latest ESG Addendum published in accordance with Condition 15;

Vodafone GHG Scope 1 and Scope 2 Emissions Condition” means, in relation to each Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year, the condition that: (i) the Reporting Condition (as defined in Condition 15) has been satisfied; and (ii) the Vodafone GHG Scope 1 and Scope 2 Emissions Percentage in respect of such Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year, as shown in the relevant ESG Addendum, is equal to or greater than the Vodafone GHG Scope 1 and Scope 2 Emissions Threshold in respect of such Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year, and if the requirements of (i) and/or (ii) (above) are not met, the Vodafone GHG Scope 1 and Scope 2 Emissions Condition in respect of the relevant Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year shall be deemed not to have been satisfied;

Vodafone GHG Scope 3 Emissions Condition” means, in relation to each Vodafone GHG Scope 3 Emissions Reference Year, the condition that: (i) the Reporting Condition (as defined in Condition 15) has been satisfied; and (ii) the Vodafone GHG Scope 3 Emissions Percentage in respect of such Vodafone GHG Scope 3 Emissions Reference Year, as shown in the relevant ESG Addendum, is equal to or greater than the Vodafone GHG Scope 3 Emissions Threshold in respect of such Vodafone GHG Scope 3 Emissions Reference Year, and if the requirements of (i) and/or (ii) (above) are not met, the Vodafone GHG Scope 3 Emissions Condition in respect of the relevant Vodafone GHG Scope 3 Emissions Reference Year shall be deemed not to have been satisfied;

a “Vodafone GHG Scope 1 and Scope 2 Emissions Event” (if specified as applicable in the applicable Final Terms) occurs if the Vodafone GHG Scope 1 and Scope 2 Emissions Condition in respect of any Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year is not satisfied, provided no Vodafone GHG Scope 1 and Scope 2 Emissions Event has previously occurred in respect of the Notes;

a “Vodafone GHG Scope 3 Emissions Event” (if specified as applicable in the applicable Final Terms) occurs if the Vodafone GHG Scope 3 Emissions Condition in respect of any Vodafone GHG Scope 3 Emissions Reference Year is not satisfied, provided no Vodafone GHG Scope 3 Emissions Event has previously occurred in respect of the Notes;

Vodafone GHG Scope 1 and Scope 2 Emissions Percentage” means, in respect of any financial year, the percentage by which the Vodafone GHG Scope 1 and Scope 2 Emissions Amount for such financial year is a reduction in comparison to the Vodafone GHG Scope 1 and Scope 2 Emissions Baseline, as calculated in good faith by the Issuer and published by it in accordance with Condition 15;

Vodafone GHG Scope 3 Emissions Percentage” means, in respect of any financial year, the percentage by which the Vodafone GHG Scope 3 Emissions Amount for such financial year is a reduction in comparison to the Vodafone GHG Scope 3 Emissions Baseline, as calculated in good faith by the Issuer and published by it in accordance with Condition 15;

Vodafone GHG Scope 1 and Scope 2 Emissions Threshold” means the threshold(s) specified in the applicable Final Terms as being the Vodafone GHG Scope 1 and Scope 2 Emissions Threshold(s) in respect of the relevant Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year(s);

Vodafone GHG Scope 3 Emissions Threshold” means the threshold(s) specified in the applicable Final Terms as being the Vodafone GHG Scope 3 Emissions Threshold(s) in respect of the relevant Vodafone GHG Scope 3 Emissions Reference Year(s);

Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year” means the financial year(s) of the Issuer specified in the applicable Final Terms as being the Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year(s); and

Vodafone GHG Scope 3 Emissions Reference Year” means the financial year(s) of the Issuer specified in the applicable

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Final Terms as being the Vodafone GHG Scope 3 Emissions Reference Year(s).

5.

Inflation Linked Notes

This Condition 5 is applicable only if the applicable Final Terms specifies the Notes as Inflation Linked Interest Notes and/or Inflation Linked Redemption Notes (together, the “Inflation Linked Notes”).

(a)

U.K. Retail Price Index

Where RPI (as defined below) is specified as the Index in the applicable Final Terms, Conditions 5(a) to 5(f) will apply. For purposes of Conditions 5(a) to 5(f), unless the context otherwise requires, the following defined terms shall have the meanings set out below:

Base Index Figure” means (subject to Condition 5(c)(i)) the base index figure as specified in the applicable Final Terms;

Calculation Agent” means the person appointed by the Issuer as calculation agent in relation to a Series of Inflation Linked Notes and specified in the applicable Final Terms, and shall include any successor calculation agent appointed in respect of such Notes;

Her Majesty’s Treasury” means Her Majesty’s Treasury or any officially recognised party performing the function of a calculation agent (whatever such party’s title), on its or its successor’s behalf, in respect of the Reference Gilt;

Index” or “Index Figure” means, subject as provided in Condition 5(c)(i), the U.K. Retail Price Index (RPl) (for all items) published by the Office for National Statistics (January 1987 = 100) or any comparable index which may replace the U.K. Retail Price Index for the purpose of calculating the amount payable on repayment of the Reference Gilt (the “RPI”). Any reference to the Index Figure:

(i)

applicable to a particular month, shall, subject as provided in Conditions 5(c) and 5(e), be construed as a reference to the Index Figure published in the seventh month prior to that particular month and relating to the month before that of publication; or

(ii)

applicable to the first calendar day of any month shall, subject as provided in Conditions 5(c) and 5(e), be construed as a reference to the Index Figure published in the second month prior to that particular month and relating to the month before that of publication; or

(iii)

applicable to any other day in any month shall, subject as provided in Conditions 5(c) and 5(e), be calculated by linear interpolation between (x) the Index Figure applicable to the first calendar day of the month in which the day falls, calculated as specified in sub-paragraph (ii) above and (y) the Index Figure applicable to the first calendar day of the month following, calculated as specified in sub-paragraph (ii) above and rounded to the nearest fifth decimal place;

Index Ratio” applicable to any month or date, as the case may be, means the Index Figure applicable to such month or date, as the case may be, divided by the Base Index Figure and rounded to the nearest fifth decimal place;

Limited Index Linked Notes” means Inflation Linked Notes to which a Maximum Indexation Factor and/or a Minimum Indexation Factor (as specified in the applicable Final Terms) applies;

Limited Index Ratio” means (a) in respect of any month or date, as the case may be, prior to the relevant Issue Date, the Index Ratio for that month or date, as the case may be, (b) in respect of any Limited Indexation Date after the relevant Issue Date, the product of the Limited Indexation Factor for that month or date, as the case may be, and the Limited Index Ratio as previously calculated in respect of the month or date, as the case may be, twelve months prior thereto; and (c) in respect of any other month, the Limited Index Ratio as previously calculated in respect of the most recent Limited Indexation Month;

Limited Indexation Date” means any date falling during the period specified in the applicable Final Terms for which a Limited Indexation Factor is to be calculated;

Limited Indexation Factor” means, in respect of a Limited Indexation Month or Limited Indexation Date, as the case may be,

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the ratio of the Index Figure applicable to that month or date, as the case may be, divided by the Index Figure applicable to the month or date, as the case may be, twelve months prior thereto, provided that (a) if such ratio is greater than the Maximum Indexation Factor specified in the applicable Final Terms, it shall be deemed to be equal to such Maximum Indexation Factor and (b) if such ratio is less than the Minimum Indexation Factor specified in the applicable Final Terms, it shall be deemed to be equal to such Minimum Indexation Factor;

Limited Indexation Month” means any month specified in the applicable Final Terms for which a Limited Indexation Factor is to be calculated; and

Reference Gilt” means the index-linked Treasury Stock or Treasury Gilt specified as such in the applicable Final Terms for so long as such gilt is in issue, and thereafter such issue of index-linked Treasury Stock or Treasury Gilt determined to be appropriate by a gilt-edged market maker or other adviser selected by the Issuer (an “Indexation Adviser”).

(b)

Application of the Index Ratio

Each payment of interest (in the case of Inflation Linked Interest Notes) and principal (in the case of Inflation Linked Redemption Notes) in respect of the Notes shall be the amount provided in, or determined in accordance with, these Terms and Conditions, multiplied by the Index Ratio or Limited Index Ratio in the case of Limited Index Linked Notes applicable to the month or date, as the case may be, on which such payment falls to be made and rounded in accordance with Condition 4(b)(v).

(c)

Changes in Circumstances Affecting the Index

(i)

Change in base: If at any time and from time to time the Index is changed by the substitution of a new base therefor, then with effect from the month from and including that in which such substitution takes effect or the first date from and including that on which such substitution takes effect, as the case may be, (1) the definition of “Index” and “Index Figure” in Condition 5(a) shall be deemed to refer to the new date or month in substitution for January 1987 (or, as  the case may be, to such other date or month as may have been substituted therefor), and (2) the new Base Index Figure shall be the product of the existing Base Index Figure and the Index Figure for the date on which such substitution takes effect, divided by the Index Figure for the date immediately preceding the date on which such substitution takes effect.

(ii)

Delay in publication of Index if sub-paragraph (i) of the definition of Index Figure is applicable: If the Index Figure which is normally published in the seventh month and which relates to the eighth month (the “relevant month”) before the month in which a payment is due to be made is not published on or before the fourteenth business day before the date on which such payment is due (the “date for payment”), the Index Figure applicable to the month in which the date for payment falls shall be (1) such substitute index figure (if any) as the Trustee considers (acting solely on the advice of the Indexation Adviser) to have been published by the United Kingdom Debt Management Office or the Bank of England, as the case may be, for the purposes of indexation of payments on the Reference Gilt or, failing such publication, on any one or more issues of index-linked Treasury Stock selected by an Indexation Adviser (and approved by the Trustee (acting solely on the advice of the Indexation Adviser)) or (2) if no such determination is made by such Indexation Adviser within seven days, the Index Figure last published (or, if later, the substitute index figure last determined pursuant to Condition 5(c)(i)) before the date for payment.

(iii)

Delay in publication of Index if sub-paragraph (ii) and/or (iii) of the definition of Index Figure is applicable: If the Index Figure relating to any month (the “calculation month”) which is required to be taken into account for the purposes of the determination of the Index Figure for any date is not published on or before the fourteenth business day before the date on which such payment is due (the “date for payment”), the Index Figure applicable for the relevant calculation month shall be (1) such substitute index figure (if any) as the Trustee considers (acting solely on the advice of the Indexation Adviser) to have been published by the United Kingdom Debt Management Office or the Bank of England, as the case may be, for the purposes of indexation of payments on the Reference Gilt or, failing such publication, on any one or more issues of index-linked Treasury Stock selected by an Indexation Adviser (and approved by the Trustee (acting solely on the advice of the Indexation Adviser)) or (2) if no such determination is made by such Indexation Adviser within seven days, the Index Figure last published (or, if later, the substitute index figure last determined pursuant to Condition 5(c)(i)) before the date for payment.

(d)

Application of Changes

Where the provisions of Condition 5(c)(ii) or Condition 5(c)(iii) apply, the determination of the Indexation Adviser as to the Index

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Figure applicable to the month in which the date for payment falls or the date for payment, as the case may be, shall be conclusive and binding. If, an Index Figure having been applied pursuant to Condition 5(c)(ii)(2) or Condition 5(c)(iii)(2), the Index Figure relating to the relevant month or relevant calculation month, as the case may be, is subsequently published while a Note is still outstanding, then:

(i)

in relation to a payment of interest (in the case of Inflation Linked Interest Notes) and/or principal (in the case of Inflation Linked Redemption Notes) in respect of such Note other than upon final redemption of such Note, the interest and/or principal (as the case may be) next payable after the date of such subsequent publication shall be increased or reduced, as the case may be, by an amount equal to the shortfall or excess, as the case may be, of the amount of the relevant payment made on the basis of the Index Figure applicable by virtue of Condition 5(c)(ii)(2) or Condition 5(c)(iii)(2) below or above the amount of the relevant payment that would have been due if the Index Figure subsequently published had been published on or before the fourteenth business day before the date for payment; and

(ii)

in relation to a payment of interest (in the case of Inflation Linked Interest Notes) and/or principal (in the case of Inflation Linked Redemption Notes) upon final redemption, no subsequent adjustment to amounts paid will be made.

(e)

Material Changes or Cessation of the Index

(i)Material changes to the Index: If notice is published by Her Majesty’s Treasury, or on its behalf, following a change to the coverage or the basic calculation of the Index, then the Calculation Agent shall make any such adjustments to the Index consistent with any adjustments made to the Index as applied to the Reference Gilt.

(ii)Cessation of the Index: If the Trustee and the Issuer have been notified by the Calculation Agent that the Index has ceased to be published, or if Her Majesty’s Treasury, or a person acting on its behalf, announces that it will no longer continue to publish the Index, then the Calculation Agent shall determine a successor index in lieu of any previously applicable index (the “Successor Index”) by using the following methodology:

(a)if at any time a successor index has been designated by Her Majesty’s Treasury in respect of the Reference Gilt, such successor index shall be designated the “Successor Index” for the purposes of all subsequent Interest Payment Dates, notwithstanding that any other Successor Index may previously have been determined under paragraphs (b) or (c) below; or

(b)if a Successor Index has not been determined under paragraph (a) above, the Issuer and the Trustee (acting solely on the advice of the Indexation Adviser) together shall seek to agree for the purpose of the Notes one or more adjustments to the Index or a substitute index (with or without adjustments) with the intention that the same should leave the Issuer and the Noteholders in no better and no worse position than they would have been had the Index not ceased to be published; or

(c)if the Issuer and the Trustee (acting solely on the advice of the Indexation Adviser) fail to reach agreement as mentioned above within 20 business days following the giving of notice as mentioned in paragraph (ii), a bank or other person in London shall be appointed by the Issuer and the Trustee or, failing agreement on and the making of such appointment within 20 business days following the expiry of the 20 business day period referred to above, by the Trustee (acting solely on the advice of the Indexation Adviser) (in each case, such bank or other person so appointed being referred to as the “Expert”), to determine for the purpose of the Notes one or more adjustments to the Index or a substitute index (with or without adjustments) with the intention that the same should leave the Issuer and the Noteholders in no better and no worse position than they would have been had the Index not ceased to be published. Any Expert so appointed shall act as an expert and not as an arbitrator and all fees, costs and expenses of the Expert and of any Indexation Adviser and of any of the Issuer and the Trustee in connection with such appointment shall be borne by the Issuer.

(iii)

Adjustment or replacement: The Index shall be adjusted or replaced by a substitute index pursuant to the foregoing paragraphs, as the case may be, and references in these Terms and Conditions to the Index and to any Index Figure shall be deemed amended in such manner as the Trustee (acting solely on the advice of the Indexation Adviser) and the Issuer agree are appropriate to give effect to such adjustment or replacement. Such amendments shall be effective from the date of such notification and binding upon the Issuer, the Trustee and the Noteholders, and the Issuer shall give notice to the Noteholders in accordance with Condition 14 of such amendments as promptly as practicable following such notification or adjustment.

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(f)

Redemption for Index Reasons

If either (i) the Index Figure for three consecutive months is required to be determined on the basis of an Index Figure previously published as provided in Condition 5(c)(ii)(2) and the Trustee has been notified by the Calculation Agent that publication of the Index has ceased or (ii) notice is published by Her Majesty’s Treasury, or on its behalf, following a change in relation to the Index, offering a right of redemption to the holders of the Reference Gilt, and (in either case) no amendment or substitution of the Index shall have been designated by Her Majesty’s Treasury in respect of the Reference Gilt and such circumstances are continuing, the Issuer may, upon giving not more than 60 nor less than 30 days’ notice to the Noteholders (or such other notice period as may be specified in the applicable Final Terms) in accordance with Condition 14, redeem all, but not some only, of the Notes at their Early Redemption Amount referred to in Condition 7(g) below together (if appropriate) with interest accrued to (but excluding) the date of redemption (in each case adjusted in accordance with Condition 5(b)).

(g)

HICP

Where HICP (as defined below) is specified as the Index in the applicable Final Terms, the Conditions 5(g)  to 5(j)  will apply. For purposes of Conditions 5(g) to 5(j), unless the context otherwise requires, the following defined terms shall have the meanings set out below:

Base Index Level” means the base index level as specified in the applicable Final Terms;

Calculation Agent” means the person appointed by the Issuer as calculation agent in relation to a Series of Inflation Linked Notes and specified in the applicable Final Terms, and shall include any successor calculation agent appointed in respect of such Notes;

Index” or “Index Level” means (subject as provided in Condition 5(i)) the non-revised Harmonised Index of Consumer Prices excluding tobacco or relevant Successor Index (as defined in Condition 5(i)(ii)), measuring the rate of inflation in the European Monetary Union excluding tobacco, expressed as an index and published by Eurostat (the “HICP”). The first publication or announcement of a level of such index for a calculation month (as defined in Condition 5(i)(i)(A)) shall be final and conclusive and later revisions to the level for such calculation month will not be used in any calculations. Any reference to the Index Level which is specified in these Terms and Conditions as applicable to any day (“d”) in any month (“m”) shall, subject as provided in Condition 5(i), be calculated as follows:

Id = HICPm -3 + nbd×(HICPm -2 - HICPm -3 )

qm

where:

Id” is the Index Level for the day d

HICP” m-2 is the level of HICP for month m-2

HICP” m-3 is the level of HICP for month m-3

nbd” is the actual number of days from and excluding the first day of month m to but including day d;

and

qm” is the actual number of days in month m,

provided that if Condition 5(i) applies, the Index Level shall be the Substitute Index Level determined in accordance with such Condition.

Index Business Day” means a day on which the TARGET System is operating;

Index Determination Date” means in respect of any date for which the Index Level is required to be determined, the fifth Index

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Business Day prior to such date;

Index Ratio” applicable to any date means the Index Level applicable to the relevant Index Determination Date divided by the Base Index Level and rounded to the nearest fifth decimal place, 0.000005 being rounded upwards; and

Related Instrument” means an inflation-linked bond selected by the Calculation Agent that is a debt obligation of one of the governments (but not any government agency) of France, Italy, Germany or Spain and which pays a coupon or redemption amount which is calculated by reference to the level of inflation in the European Monetary Union with a maturity date which falls on (a) the same day as the Maturity Date or (b) the next longest maturity date after the Maturity Date or the next shortest maturity for the Maturity Date at its sole discretion, if there is no such bond maturing on the Maturity Date. The Calculation Agent will select the Related Instrument from such of those inflation-linked bonds issued on or before the relevant Issue Date and, if there is more than one such inflation-linked bond maturing on the same date, the Related Instrument shall be selected by the Calculation Agent from such bonds at its sole discretion. If the Related Instrument is redeemed the Calculation Agent will select a new Related Instrument on the same basis, but selected from all eligible bonds in issue at the time the originally selected Related Instrument is redeemed (including any bond for which the redeemed originally selected Related Instrument is exchanged).

(h)

Application of the Index Ratio

Each payment of interest (in the case of Inflation Linked Interest Notes) and principal (in the case of Inflation Linked Redemption Notes) in respect of the Notes shall be the amount provided in, or determined in accordance with, these Terms and Conditions, multiplied by the Index Ratio applicable to the date on which such payment falls to be made and rounded in accordance with Condition 4(b)(v).

(i)

Changes in Circumstances Affecting the Index

(i)

Delay in publication of Index

(A)

If the Index Level relating to any month (the “calculation month”) which is required to be taken into account for the purposes of the determination of the Index Level for any date (the “Relevant Level”) has not been published or announced by the day that is five Business Days before the date on which such payment is due (the “Affected Payment Date”), the Calculation Agent shall determine a Substitute Index Level (as defined below) (in place of such Relevant Level) by using the following methodology:

(1)

if applicable, the Calculation Agent will take the same action to determine the “Substitute Index Level” for the Affected Payment Date as that taken by the calculation agent (or any other party performing the function of a calculation agent (whatever such party’s title)) pursuant to the terms and conditions of the Related Instrument;

(2)

if (1) above does not result in a Substitute Index Level for the Affected Payment Date for any reason, then the Calculation Agent shall determine the Substitute Index Level as follows:

Substitute Index Level = Base Level x (Latest Level / Reference Level)

Where:

Base Level” means the level of the Index (excluding any flash estimates) published or announced by Eurostat (or any successor entity which publishes such index) in respect of the month which is 12 calendar months prior to the month for which the Substitute Index Level is being determined;

Latest Level” means the latest level of the Index (excluding any flash estimates) published or announced by Eurostat (or any successor entity which publishes such index) prior to the month in respect of which the Substitute Index Level is being calculated; and

Reference Level” means the level of the Index (excluding any flash estimates) published or announced by Eurostat (or any successor entity which publishes such index) in respect of the month that is 12 calendar months prior to the month referred to in “Latest Level” above.

(B)

If a Relevant Level is published or announced at any time after the day that is five Business Days prior to the next Interest Payment Date, such Relevant Level will not be used in any calculations. The Substitute Index Level so determined pursuant to this Condition 5(i) will be the definitive level for that calculation month.

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(ii)

Cessation of publication: If the Index Level has not been published or announced for two consecutive months or Eurostat announces that it will no longer continue to publish or announce the Index then the Calculation Agent shall determine a successor index in lieu of any previously applicable Index (the Successor Index) by using the following methodology:

(A)

if at any time (other than after an Early Termination Event (as defined below) has been designated by the Calculation Agent pursuant to paragraph (E) below) a successor index has been designated by the calculation agent (or any other party performing the function of a calculation agent (whatever such party’s title)) pursuant to the terms and conditions of the Related Instrument, such successor index shall be designated the “Successor Index” for the purposes of all subsequent Interest Payment Dates, notwithstanding that any other Successor Index may previously have been determined under paragraphs (B), (C) or (D) below; or

(B)

if a Successor Index has not been determined under paragraph (A) above (and there has been no designation of an Early Termination Event pursuant to paragraph (E) below), and a notice has been given or an announcement has been made by Eurostat (or any successor entity which publishes such index) specifying that the Index will be superseded by a replacement index specified by Eurostat (or any such successor), and the Calculation Agent determines that such replacement index is calculated using the same or substantially similar formula or method of calculation as used in the calculation of the previously applicable Index, such replacement index shall be the Index from the date that such replacement index comes into effect; or

(C)

if a Successor Index has not been determined under paragraphs (A) or (B) above (and there has been no designation of an Early Termination Event pursuant to paragraph (E) below), the Calculation Agent shall ask five leading independent dealers to state what the replacement index for the Index should be. If four or five responses are received, and of those four or five responses, three or more leading independent dealers state the same index, this index will be deemed the “Successor Index”. If three responses are received, and two or more leading independent dealers state the same index, this index will be deemed the “Successor Index”. If fewer than three responses are received, the Calculation Agent will proceed to paragraph (D) below; or

(D)

if no Successor Index has been determined under paragraphs (A), (B) or (C) above on or before the fifth Index Business Day prior to the next Affected Payment Date the Calculation Agent will determine an appropriate alternative index for such Affected Payment Date, and such index will be deemed the “Successor Index”; or

(E)

if the Calculation Agent determines that there is no appropriate alternative index, the Issuer shall, in conjunction with the Calculation Agent, determine in good faith an appropriate alternative index. If the Issuer, in conjunction with the Calculation Agent, does not decide on an appropriate alternative index within a period of ten Business Days, then an “Early Termination Event” will be deemed to have occurred and the Issuer will redeem the Notes pursuant to Condition 5(j).

(iii)

Rebasing of the Index: If the Calculation Agent determines that the Index has been or will be rebased at any time, the Index as so rebased (the Rebased Index) will be used for the purposes of determining each relevant Index Level from the date of such rebasing; provided, however, that the Calculation Agent shall make such adjustments as are made by the calculation agent (or any other party performing the function of a calculation agent (whatever such partys title)) pursuant to the terms and conditions of the Related Instrument to the levels of the Rebased Index so that the Rebased Index levels reflect the same rate of inflation as the Index before it was rebased. Any such rebasing shall not affect any prior payments made.

(iv)

Material Modification Prior to Interest Payment Date: If, on or prior to the day that is five Business Days before an Interest Payment Date, Eurostat announces that it will make a material change to the Index then the Calculation Agent shall make any such adjustments to the Index consistent with adjustments made to the Related Instrument.

(v)

Manifest Error in Publication: If, within thirty days of publication, the Calculation Agent determines that Eurostat (or  any successor entity which publishes such index) has corrected the level of the Index to remedy a manifest error in its

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original publication, the Calculation Agent will notify the parties of (A) that correction, (B) the amount that is payable, in respect of interest payments falling after such correction, as a result of that correction and (C) take such other action as it may deem necessary to give effect to such correction.

(j)

Redemption for Index Reasons

If an Early Termination Event as described under Condition 5(i)(ii)(E) is deemed to have occurred, the Issuer will, upon giving not more than 60 nor less than 30 days’ notice to the Noteholders (or such other notice period as may be specified in the applicable Final Terms) in accordance with Condition 14, redeem all, but not some only, of the Notes at their Early Redemption Amount referred to in Condition 6(f) below together (if appropriate) with interest accrued to (but excluding) the date of redemption (in each case adjusted in accordance with Condition 5(h)).

6.

Payments

(a)

Method of payment

Subject as provided below:

(i)

payments in a Specified Currency other than euro or Renminbi will be made by credit or transfer to an account in the relevant Specified Currency (which, in the case of a payment in Japanese yen to a non-resident of Japan, shall be a non-resident account) maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Wellington, respectively);

(ii)

payments in euro will be made by credit or transfer to a euro account (or to any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; and

(iii)

payments in Renminbi will be made by transfer to a Renminbi account maintained by or on behalf of the payee with a bank in Hong Kong.

Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8, and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.

(b)

Presentation of Bearer Notes and Coupons

Payments of principal in respect of Bearer Notes will be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Bearer Notes, and payments of interest in respect of Bearer Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia and its possessions)).

Fixed Rate Notes in bearer form (other than Fixed Rate Notes which specify Interest Payment Date Adjustment as being applicable in the applicable Final Terms, Sustainability-Linked Notes which specify Sustainability-Linked Trigger Event (Interest) as being applicable in the applicable Final Terms or Inflation Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.

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Upon any Fixed Rate Note in bearer form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note, Fixed Rate Note which specifies Interest Payment Date Adjustment as being applicable in the applicable Final Terms, Sustainability-Linked Note which specifies Sustainability-Linked Trigger Event (Interest) as being applicable in the applicable Final Terms, CMS Linked Note or Inflation Linked Interest Note in bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof.

If the due date for redemption of any definitive Bearer Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Bearer Note.

(c)

Payments in respect of Registered Notes

(i)Payments of principal in respect of Registered Notes shall be made against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the manner provided in the sub- paragraph (ii) below.
(ii)Interest on Registered Notes shall be paid to the person shown on the Register at the close of business on the fifteenth day before the due date for payment thereof (the “Record Date”). Payments of interest on each Registered Note shall be made in the relevant currency by cheque drawn on a Bank and mailed to the holder (or to the first named of joint holders) of such Note at its address appearing in the Register on the Record Date. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an account in the relevant currency maintained by the payee with a Bank.
(iii)Payments of principal and interest in respect of Registered Notes registered in the name of, or in the name of a nominee for, The Depository Trust Company (“DTC”) and denominated in a Specified Currency other than U.S. dollars will be made or procured to be made by transfer by the Registrar to an account in the relevant Specified Currency of the Exchange Agent on behalf of DTC or its nominee in accordance with the following provisions. The amounts in such Specified Currency payable by the Registrar or its agent to DTC with respect to Registered Notes held by DTC or its nominee will be received from the Issuer by the Registrar who will make payments in such Specified Currency by wire transfer of same day funds to the designated bank account in such Specified Currency of those DTC participants entitled to receive the relevant payment who have made an irrevocable election to DTC, in the case of interest payments, on or prior to the third DTC Business Day after the Record Date for the relevant payment of interest and, in the case of payments of principal, at least 12 DTC Business Days prior to the relevant payment date, to receive that payment in such Specified Currency. The Registrar, after the Exchange Agent has converted amounts in such Specified Currency into U.S. dollars, will deliver such U.S. dollar amount in same day funds to DTC for payment through its settlement system to those DTC participants entitled to receive the relevant payment who did not elect to receive such payment in such Specified Currency. The Agency Agreement sets out the manner in which such conversions are to be made. For the purposes of this Condition 6(c), “DTC Business Day” means any day on which DTC is open for business.

(d)

General provisions applicable to payments

The holder of a Global Note or a Global Certificate shall be the only person entitled to receive payments in respect of Notes represented by such Global Note or Global Certificate and the Issuer will be discharged by payment to, or to the order of, the holder of such Global Note or Global Certificate in respect of each amount so paid. Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or DTC as the beneficial holder of a particular nominal amount of Notes represented by such Global Note or Global Certificate must look solely to Euroclear, Clearstream, Luxembourg or DTC, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such Global Note or Global Certificate.

Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Bearer Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if:

(i)

the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States

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of the full amount of principal and interest on the Notes in the manner provided above when due; and

(ii)payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
(iii)such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.

(e)

Payment Day

If the date for payment of any amount in respect of any Note or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, “Payment Day” means any day which (subject to Condition 9) is:

(i)

a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:

(A)

in the case of Notes in definitive form only, the relevant place of presentation;

(B)

any Additional Financial Centre specified in the applicable Final Terms; and

(ii)either (1) in relation to any sum payable in a Specified Currency other than euro or Renminbi, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Wellington, respectively), (2) in relation to any sum payable in euro, a day on which the TARGET2 System is open or (3) in relation to any sum payable in Renminbi, a day (other than a Saturday, Sunday or public holiday) on which commercial banks and foreign exchange markets in Hong Kong are generally open for business and settlement for Renminbi payments in Hong Kong.

(f)

Interpretation of principal and interest

Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable:

(i)

any additional amounts which may be payable with respect to principal under Condition 7 or under any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed;

(ii)

the Final Redemption Amount of the Notes;

(iii)

the Early Redemption Amount of the Notes;

(iv)

the Optional Redemption Amount(s) (if any) of the Notes;

(v)

in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 7(g)); and

(vi)

any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes (including, for the avoidance of doubt, if applicable, any Sustainability-Linked Premium Amount(s)).

Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 8 or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed.

(g)

Renminbi Currency Event

If Renminbi Currency Event is specified as applying in the applicable Final Terms and a Renminbi Currency Event (as defined below) occurs, the Issuer, on giving not less than five nor more than thirty days’  irrevocable notice in accordance with  Condition 14 to the Noteholders and the Trustee prior to any due date for payment, shall be entitled to satisfy its obligations in

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respect of such payment (in whole or in part) by making such payment in U.S. dollars on the basis of the Spot Rate for the relevant Determination Date as promptly notified to the Issuer, the Trustee and the Paying Agents by the Calculation Agent.

In such event, any payment of U.S. dollars will be made by transfer to a U.S. dollar denominated account maintained by the payee with, or by a U.S. dollar denominated cheque drawn on, a bank in New York City and the definition of “Payment Day” in Condition 6(e) shall mean any day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in: (A) in the case of Notes in definitive form only, the relevant place of presentation; and (B) London and New York City.

In these Terms and Conditions:

Determination Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange) in Hong Kong, London and New York City;

Determination Date” means the day which is three Determination Business Days before the due date of the relevant payment under the Notes;

Governmental Authority” means any de facto or de jure government (or any agency or instrumentality thereof), court,  tribunal, administrative or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including the central bank) of Hong Kong;

Local Time” means the time of day in the jurisdiction in which the Calculation Agent, appointed in connection with the Notes, is located;

Renminbi Currency Event” means any one of Renminbi Illiquidity, Renminbi Non-Transferability and Renminbi Inconvertibility;

Renminbi Dealer” means an independent foreign exchange dealer of international repute active in the Renminbi exchange market in Hong Kong reasonably selected by the Issuer;

Renminbi Illiquidity” means the general Renminbi exchange market in Hong Kong becomes illiquid as a result of which the Issuer cannot obtain sufficient Renminbi in order to satisfy its obligation to pay interest or principal (in whole or in part) in respect of the Notes, as determined by the Issuer acting in good faith and in a commercially reasonable manner following consultation with two Renminbi Dealers;

Renminbi Inconvertibility” means the occurrence of any event that makes it impossible for the Issuer to convert any amount due in respect of the Notes into Renminbi in the general Renminbi exchange market in Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the Notes and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation);

Renminbi Non-Transferability” means the occurrence of any event that makes it impossible for the Issuer to transfer Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the Renminbi clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the Notes and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation); and

Spot Rate” means the spot CNY/U.S. dollar exchange rate for the purchase of U.S. dollars with Renminbi in the over-the- counter Renminbi exchange market in Hong Kong for settlement in three Determination Business Days, as determined by the Calculation Agent at or around 11.00 a.m. (Local Time) on the Determination Date, on a deliverable basis by reference to Reuters Screen Page TRADCNY3, or if no such rate is available, on a non-deliverable basis by reference to Reuters Screen Page TRADNDF. If neither rate is available, the Calculation Agent shall in good faith and in a commercially reasonable manner determine the Spot Rate at or around 11:00 a.m. (Local Time) on the Determination Date as the most recently available CNY/U.S. dollar official fixing rate for settlement in two Determination Business Days reported by the State Administration of Foreign Exchange of the PRC, which is reported on the Reuters Screen Page CNY=SAEC. Reference to a page on the Reuters

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Screen means the display page so designated on the Reuters Monitor Money Rates Service (or any successor service) or such other page as may replace that page for the purpose of displaying a comparable currency exchange rate.

If for any reason at any relevant time the Calculation Agent defaults in its obligation to determine the Spot Rate, the Trustee shall determine (or, at the expense of the Issuer, appoint an expert to determine) the Spot Rate in such manner as, in its absolute discretion (having such regard as it shall think fit to the foregoing provisions of this Condition), it shall deem fair and reasonable in all the circumstances and each such determination shall be deemed to have been made by the Calculation  Agent.

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 6(g), whether by the Calculation Agent or an expert appointed by the Trustee, shall (in the absence of manifest error) be binding on the Issuer, the Issuing and Principal Paying Agent, the other Paying Agents and all Noteholders and Couponholders and (in the absence of wilful default and bad faith) no liability to the Issuer, the Noteholders or the Couponholders shall attach to the Calculation Agent or such expert in connection with the exercise or non-exercise by it if its powers, duties and discretions pursuant to such provision.

7.

Redemption and Purchase

(a)

Redemption at maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in the applicable Final Terms in the relevant Specified Currency on the Maturity Date.

(b)

Redemption for tax reasons

The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note, a CMS Linked Note or an Inflation Linked Interest Note) or on any Interest Payment Date (if this Note is a Floating Rate Note, a CMS Linked Note or an Inflation Linked Interest Note), on giving not less than 10 nor more than 60 days’ notice to the Issuing and Principal Paying Agent and, in accordance with Condition 14, the Noteholders (which notice shall be irrevocable), if:

(i)

on the occasion of the next payment due in respect of the Notes, the Issuer would be required to pay additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws or regulations of the Relevant Jurisdiction (as defined in Condition 8) (or any political subdivision or taxing authority thereof or therein), or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and

(ii)

such requirement cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be required to pay such additional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Trustee a certificate signed by two Authorised Signatories of the Issuer stating that the requirement referred to in sub-paragraph (i) above will apply on the occasion of the next payment due in respect of the Notes and cannot be avoided by the Issuer taking reasonable measures available to it and the Trustee shall be entitled to accept the certificate as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on the Noteholders and the Couponholders. Upon the expiry of any such notice as is referred to in this paragraph, the Issuer shall be bound to redeem the Notes in accordance with the provisions of this paragraph.

Notes redeemed pursuant to this Condition 7(b) will be redeemed at their Early Redemption Amount referred to in paragraph (e) below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

(c)

Redemption at the option of the Issuer (Issuer Call)

If Issuer Call is specified in the applicable Final Terms, the Issuer may, having given:

(i)

notice within the Issuer Call Period to the Noteholders in accordance with Condition 14; and

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(ii)

not less than 10 days before the giving of the notice referred to in sub-paragraph (i) above, notice to the Issuing and Principal Paying Agent and the Trustee,

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the relevant Optional Redemption Amount(s) specified in the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount equal to the Minimum Redemption Amount or a Higher Redemption Amount. The relevant Optional Redemption Amount will be either, as specified in the applicable Final Terms, (A) if Make Whole Redemption Price is specified in the applicable Final Terms as applying to one or more Optional Redemption Dates, the relevant Make Whole Redemption Price or (B) if Par Call is specified in the applicable Final Terms as applying to one or more Optional Redemption Dates, the specified amount per Calculation Amount stated in the applicable Final Terms.

The Make Whole Redemption Price will be an amount equal to the higher of:

(A)

if Spens Amount is specified as applicable in the applicable Final Terms, (x) 100 per cent. of the nominal amount outstanding of the Notes to be redeemed or (y) the nominal amount outstanding of the Notes to be redeemed multiplied by the price, as reported to the Issuer and the Trustee by the Determination Agent, at which the Gross Redemption Yield on such Notes on the Reference Date (assuming for this purpose that the Notes are redeemed on the Maturity Date (or, if a Par Redemption Date is specified in the applicable Final Terms, on the Par Redemption Date)) is equal to the Gross Redemption Yield (determined by reference to the middle market price) at the Quotation Time on the Reference Date of the Reference Bond, plus the Redemption Margin; or

(B)

if Make Whole Redemption Amount is specified as applicable in the applicable Final Terms, (x) 100 per cent. of the nominal amount outstanding of the Notes to be redeemed and (y) the sum of the present values of (i) the nominal amount outstanding of the Notes to be redeemed, (ii) the Remaining Term Interest on such Notes (exclusive of interest accrued to the date of redemption) and (iii) if Sustainability-Linked Trigger Event (Premium) is specified as applicable in the applicable Final Terms and one or more relevant Sustainability-Linked Trigger Events has or have occurred, the relevant Sustainability-Linked Premium Amount(s). Such present values shall be calculated by discounting such amounts to the date of redemption on an annual basis (assuming a 360-day year consisting of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed) at the Reference Bond Rate, plus the Redemption Margin,

all as determined by the Determination Agent.

In the case of a partial redemption of Notes, the Notes to be redeemed (“Redeemed Notes”) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the “Selection Date”). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 14 not less than 10 days prior to the date fixed for redemption.

In these Terms and Conditions:

DA Selected Bond” means a government security or securities selected by the Determination Agent as having an actual or interpolated maturity comparable with the remaining term of the Notes (assuming, if a Par Redemption Date is specified in the applicable Final Terms, redemption on such Par Redemption Date), that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in the Specified Currency and of a comparable maturity to the remaining term of the Notes;

Determination Agent” means an investment bank or financial institution of international standing selected by the Issuer after consultation with the Trustee;

Gross Redemption Yield” means, with respect to a security, the gross redemption yield on such security, expressed as a percentage and calculated by the Determination Agent on the basis set out by the United Kingdom Debt Management Office in the paper "Formulae for Calculating Gilt Prices from Yields", page 4, Section One: Price/Yield Formulae "Conventional Gilts"; "Double dated and Undated Gilts with Assumed (or Actual) Redemption on a Quasi-Coupon Date" (published 8 June 1998, as amended or updated from time to time) on a semi-annual compounding basis (converted to an annualised yield and rounded up

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(if necessary) to four decimal places);

Par Redemption Date” shall be as set out in the applicable Final Terms;

Quotation Time” shall be as set out in the applicable Final Terms;

Redemption Margin” shall be as set out in the applicable Final Terms;

Reference Bond” shall be as set out in the applicable Final Terms or the DA Selected Bond;

Reference Bond Price” means, with respect to any date of redemption, (a) the arithmetic average of the Reference Government Bond Dealer Quotations for such date of redemption, after excluding the highest and lowest such Reference Government Bond Dealer Quotations, or (b) if the Determination Agent obtains fewer than four such Reference Government Bond Dealer Quotations, the arithmetic average of all such quotations;

Reference Bond Rate” means, with respect to any date of redemption, the rate per annum equal to the annual or semi-annual yield (as the case may be) to maturity or interpolated yield to maturity (or if a Par Redemption Date is specified in the applicable Final Terms, yield to the Par Redemption Date) (on the relevant day count basis) of the Reference Bond, assuming a price for the Reference Bond (expressed as a percentage of its nominal amount) equal to the Reference Bond Price for such date of redemption;

Reference Date” will be set out in the relevant notice of redemption;

Reference Government Bond Dealer” means each of five banks selected by the Issuer, or their affiliates, which are (A) primary government securities dealers, and their respective successors, or (B) market makers in pricing corporate bond issues;

Reference Government Bond Dealer Quotations” means, with respect to each Reference Government Bond Dealer and any date of redemption, the arithmetic average, as determined by the Determination Agent, of the bid and offered prices for the Reference Bond (expressed in each case as a percentage of its nominal amount) at the Quotation Time on the Reference Date quoted in writing to the Determination Agent by such Reference Government Bond Dealer; and

Remaining Term Interest” means, with respect to any Note, the aggregate amount of scheduled payment(s) of interest on such Note for the remaining term of such Note (or, if a Par Redemption Date is specified in the applicable Final Terms, to the Par Redemption Date) determined on the basis of the rate of interest applicable to such Note from and including the date on which such Note is to be redeemed by the Issuer pursuant to this Condition 7(c).

(d)

Redemption following a Change of Control

If Change of Control Put Option is specified in the applicable Final Terms and, at any time while any of the Notes remain outstanding, a Change of Control Put Event (as defined below) occurs, then the holder of each such Note will have the option (a “Change of Control Put Option”) (unless prior to the giving of the relevant Change of Control Put Event Notice (as defined below) the Issuer has given notice of redemption under Conditions 7(b) or 7(c) above) to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note on the date which is seven days after the expiration of the Put Period (as defined below) (such date or such other date as may be specified in the applicable Final Terms, the “Put Date”) at the Optional Redemption Amount specified in the applicable Final Terms together with (or, where purchased, together with an amount equal to) interest (if any) accrued to (but excluding) the Put Date.

A “Change of Control Put Event” will be deemed to occur if:

(i)

any person or any persons acting in concert (as defined in the United Kingdom’s City Code on Takeovers and Mergers), other than a holding company (as defined in Section 1159 of the Companies Act 2006 as amended) whose shareholders are or are to be substantially similar to the pre-existing shareholders of the Issuer, shall become interested (within the meaning of Part 22 of the Companies Act 2006 as amended) in (A) more than 50 per cent. of the issued or allotted ordinary share capital of the Issuer or (B) shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer (each such event, a “Change of Control”); provided that, no Change of Control shall be deemed to occur if the event which would otherwise have constituted a Change of Control

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occurs or is carried out for the purposes of a reorganisation on terms previously approved by the Trustee in writing or by an Extraordinary Resolution; and

(ii)

the long-term debt of the Issuer has been assigned:

(A)

an investment grade credit rating (Baa3/BBB-, or their respective equivalents, or better) (an “Investment Grade Rating”), by any Rating Agency at the invitation of the Issuer; or

(B)

where there is no rating from any Rating Agency assigned at the invitation of the Issuer, an Investment Grade Rating by any Rating Agency of its own volition,

and;

(x)

such rating is, within the Change of Control Period, either downgraded to a non-investment grade credit rating (Ba1/BB+, or their respective equivalents, or worse) (a “Non-Investment Grade Rating”) or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to an Investment Grade Rating by such Rating Agency;

(y)

and there remains no other Investment Grade Rating of the long-term debt of the Issuer from any other Rating  Agency; and

(iii)

in making any decision to downgrade or withdraw an Investment Grade Rating pursuant to paragraph (ii) above, the relevant Rating Agency announces publicly or confirms in writing to the Issuer or the Trustee that such decision(s) resulted, in whole or in part, from the occurrence of the relevant Change of Control.

Further, if at the time of the occurrence of the relevant Change of Control the long-term debt of the Issuer is not assigned an Investment Grade Rating by any Rating Agency, a Change of Control Put Event will be deemed to occur upon the occurrence of a Change of Control alone.

Promptly upon the Issuer becoming aware that a Change of Control Put Event has occurred the Issuer shall, and at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, shall (subject in each case to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction) give notice (a “Change of Control Put Event Notice”) to the Noteholders in accordance with Condition 14 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option.

To exercise the Change of Control Put Option, the holder of the Note must (in the case of Bearer Notes) deposit such Note with any Paying Agent or (in the case of Registered Notes) deposit the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, in each case at any time during normal business hours of such Paying Agent, Registrar or Transfer Agent, as the case may be, falling within the period (the “Put Period”) of 30 days after a Change of Control Put Event Notice is given or such other date as may be specified in the applicable Final Terms, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent, Registrar or Transfer Agent, as the case may be (a “Change of Control Put Notice”). No Note or Certificate so deposited and option so exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer. The Issuer shall redeem or purchase (or procure the purchase of) the relevant Notes on the Put Date unless previously redeemed (or purchased) and cancelled.

If 80 per cent. or more in nominal amount of the Notes then outstanding have been redeemed or purchased pursuant to this Condition 7(d), the Issuer may, on giving not less than 10 nor more than 60 days’ notice to the Noteholders (such notice being given within 30 days after the Put Date), redeem or purchase (or procure the purchase of), at its option, all but not some only of the remaining outstanding Notes at their Optional Redemption Amount, together with interest (if any) accrued to (but excluding) the date fixed for such redemption or purchase.

If the rating designations employed by either Moody’s or S&P are changed from those which are described in paragraph (ii) of the definition of “Change of Control Put Event” above, or if a rating is procured from a Substitute Rating Agency, the Issuer shall determine, with the agreement of the Trustee, the rating designations of Moody’s or S&P or such Substitute Rating Agency (as

88


appropriate) as are most equivalent to the prior rating designations of Moody’s or S&P and this Condition 7(d) shall be construed accordingly.

The Trustee is under no obligation to ascertain whether a Change of Control Put Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Put Event or Change of Control has occurred, and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Change of Control Put Event or Change of Control or other such event has occurred.

In these Terms and Conditions:

Change of Control Period” means the period commencing upon a Change of Control and ending 90 days after the Change of Control (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review, such period not to exceed 60 days after the public announcement of such consideration); and

Rating Agency” means Moody’s Investors Service Limited (“Moody’s”) or S&P Global Ratings Europe Limited (“S&P”) or any of their respective affiliates or successors or any rating agency (a “Substitute Rating Agency”) substituted for any of them by the Issuer from time to time with the prior written approval of the Trustee.

(e)

Redemption at the option of the Noteholders (Investor Put)

If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 14 notice within the Investor Put Period the Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date.

To exercise this option the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Coupons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, accompanied by a duly completed and signed notice of exercise (a “Put Notice” in the form (for the time being current) obtainable from any specified office of any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the notice period and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition.

(f)

Clean-up redemption at the option of the Issuer

If Clean-up Call is specified in the applicable Final Terms and if 80 per cent. or more of the aggregate principal amount of the Notes originally issued (and, for these purposes, any further securities issued pursuant to Condition 17 will be deemed to have been originally issued) have been redeemed and/or purchased, then the Issuer may, at its option (without any requirement for the consent or approval of the Noteholders), and having given not less than 10 and no more than 60 days’ notice to the Trustee and the Issuing and Principal Paying Agent and, in accordance with Condition 14, the Noteholders (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all but not some only of the Notes on, or at any time after, the Clean-up Call Optional Redemption Date specified in the applicable Final Terms. Any such redemption of Notes shall be at their Optional Redemption Amount, together with interest (if any) accrued to (but excluding) the date fixed for such redemption.

(g)

Early Redemption Amounts

For the purpose of paragraph (b) above and Condition 10, each Note will be redeemed at the Early Redemption Amount calculated as follows:

(i)

in the case of a Note (other than a Zero Coupon Note), at the amount specified in the applicable Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at its nominal amount; or

(ii)

in the case of a Zero Coupon Note, at an amount (the “Amortised Face Amount”) calculated in accordance with the following formula:

Early Redemption Amount =RPx(1+AY)y

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where:

RP

means the Reference Price;

AY

means the Accrual Yield expressed as a decimal; and

y

is the Day Count Fraction specified in the applicable Final Terms which will be either (i) 30/360 (in which case the numerator will be equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (ii) Actual/360 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (iii) Actual/365 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 365).

(h)

Purchases

The Issuer or any Subsidiary (as defined in the Trust Deed) of the Issuer may at any time purchase Notes (provided that, in the case of Bearer Notes, all unmatured Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise.

The Issuer will purchase (or procure the purchase of) any Retained Notes on the Issue Date.

(i)Cancellation

All Notes (other than Retained Notes) which are (a) redeemed or (b) purchased by or on behalf of the Issuer will forthwith be cancelled (together with all Certificates or unmatured Coupons and Talons attached thereto or surrendered therewith at the time of redemption) and accordingly may not be reissued or resold. Any Notes which are purchased by or on behalf of any of the Issuer’s Subsidiaries may, at the option of the purchaser, be held or resold or surrendered to a Paying Agent for cancellation.

The Issuer may cancel (or procure the cancellation of) any Retained Notes held by it or on its behalf at any time.

(j)

Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero  Coupon  Note  pursuant  to paragraph (a), (b), (c), (d) or (e) above or upon its becoming due and repayable as provided in Condition 10 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in paragraph f(ii) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:

(i)

the date on which all amounts due in respect of such Zero Coupon Note have been paid; and

(ii)

five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Issuing and Principal Paying Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 14.

8.

Taxation

All payments in respect of the Notes and Coupons by the Issuer will be made without withholding or deduction for any present or future taxes, assessments or other governmental charges (“Taxes”) of the Issuer’s jurisdiction of incorporation (the “Relevant Jurisdiction”) (or any political subdivision or taxing authority thereof or therein), unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer will pay such additional amounts as may be necessary in order that the net amount paid to each holder of any Note or Coupon who, with respect to any such Tax is not resident in the Relevant Jurisdiction, after such withholding or deduction shall be not less than the respective amount to which such holder would have been entitled in respect of such Note or Coupon, as the case may be, in the absence of the withholding or deduction; provided

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however that the Issuer shall not be required to pay any additional amounts (i) for or on account of any such Tax imposed by the United States (or any political subdivision or taxing authority thereof or therein) or (ii) for or on account of:

(a)

any Tax which would not have been imposed but for (i) the existence of any present or former connection between a holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) and the Relevant Jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of such Note or Coupon (x) for payment on a date more than 30 days after the Relevant Date (as defined below) or (y) in the Relevant Jurisdiction;

(b)

any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

(c)

any Tax which is payable otherwise than by withholding or deduction from payments of (or in respect of) principal of, or any interest on, such Note or Coupon;

(d)

any Tax that is imposed or withheld by reason of the failure by the holder or any beneficial owner of such Note or Coupon to comply with a request of the Issuer given to the holder in accordance with Condition 14 (i) to provide information concerning the nationality, residence or identity of the holder or any beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirements, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Jurisdiction as a precondition to exemption from all or part of such Tax; or

(e)

any combination of items (a), (b), (c) and (d) above,

nor shall the Issuer be required to pay any additional amounts with respect to any payment of the principal of, or any interest on, any Note or Coupon to any holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such  fiduciary or a member of such partnership or a beneficial owner which would not have been entitled to such additional amounts had it been the holder of such Note or Coupon.

Notwithstanding any other provision of the Terms and Conditions, any amounts to be paid on the Notes by or on behalf of the Issuer, will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (and any such withholding or deduction, a “FATCA Withholding”). Neither the Issuer nor any other person will be required to pay any additional amounts in respect of FATCA Withholding.

As used herein:

Relevant Date” means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Issuing and Principal Paying Agent or the Trustee on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14; and

United States” means the United States of America (including the States and the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands).

9.

Prescription

The Notes and Coupons will become void unless a claim for payment is made within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 8) therefor (subject to the

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provisions of Condition 6(b)).

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 6(b) or any Talon which would be void pursuant to Condition 6(b).

10.

Events of Default and Enforcement

(A)

Events of Default

The Trustee in its sole and absolute discretion may, and if so requested in writing by the holders of at least one-quarter in nominal amount of the Notes (excluding Retained Notes) then outstanding or if so directed by an Extraordinary Resolution of the Noteholders shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), give notice to the Issuer that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their Early Redemption Amount as referred to in Condition 7(g) together (if applicable) with accrued interest as provided in the Trust Deed, in any of the following events (each such event, together where applicable with the certification by the Trustee as described below, an “Event of Default”):

(a)

if default is made in the payment of any principal or any interest due in respect of the Notes or any of them and the default continues for a period of 14 days in the case of a payment of principal or 21 days in the case of a payment of interest; or

(b)

if the Issuer fails to perform or observe any of its other obligations under these Terms and Conditions or the Trust Deed and (except in any case where the Trustee considers the failure to be incapable of remedy when no such continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 30 days (or such longer period as the Trustee may permit) next following the service by the Trustee on the Issuer of notice requiring the same to be remedied; or

(c)

if any Indebtedness for Borrowed Money of the Issuer becomes due and repayable prematurely by reason of an event of default (however described) or the Issuer fails to make any payment in respect of any Indebtedness for Borrowed Money on the due date for payment (as extended by any originally applicable grace period) or any security given by the Issuer for any Indebtedness for Borrowed Money becomes enforceable by reason of default in relation thereto and steps are taken to enforce such security or if default is made by the Issuer in making any payment due under any guarantee and/or indemnity (at the expiry of any originally applicable grace period) given by it in relation to any Indebtedness for Borrowed Money of any other person, provided that no event shall constitute an Event of Default unless the Indebtedness for Borrowed Money or other relative liability either alone or when aggregated with other Indebtedness for Borrowed Money and/or other liabilities relative to all (if any) other events which shall have occurred equals or exceeds £150,000,000 (or its equivalent in any other currency); or

(d)

if any order is made by any competent court or resolution passed for the winding up or dissolution of the Issuer, save for the purposes of a reorganisation on terms approved in writing by the Trustee; or

(e)

if the Issuer stops payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due, or is deemed unable to pay its debts (within the meaning of section 123(1)(e) or (2) of the Insolvency Act 1986), or is adjudicated or found bankrupt or insolvent or shall enter into any composition or other similar arrangements with its creditors under section 1 of the Insolvency Act 1986; or

(f)

if (i) an administrative or other receiver, manager, administrator or other similar official is appointed in relation to the Issuer or, as the case may be, in relation to the whole or a substantial part of the undertaking or assets of it, or an encumbrancer takes possession of the whole or a substantial part of the undertaking or assets of it, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or a substantial part of the undertaking or assets of it and (ii) in any case (other than the appointment of an administrator) is not discharged, removed or paid within 45 days;

PROVIDED, in the case of any event described above other than those described in paragraphs (a) and (d) above, the Trustee shall have certified in writing to the Issuer that the event is, in its opinion, materially prejudicial to the interests of the

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Noteholders.

For the purposes of this Condition, “Indebtedness for Borrowed Money” means any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of (i) money borrowed, (ii) liabilities under or in respect of any acceptance or acceptance credit or (iii) any bonds, notes, debentures, debenture stock or loan stock.

(B)

Enforcement

The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer as it may think fit to enforce the provisions of the Trust Deed, the Notes and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed, the Notes or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution of the relevant Noteholders or so requested in writing by the holders of at least one-quarter in nominal amount of the relevant Notes then outstanding (excluding any Retained Notes), and (ii) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction.

Save as otherwise provided herein, no Noteholder or Couponholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails or is unable so to do within 60 days and the failure or inability shall be continuing.

11.

Replacement of Notes, Certificates, Coupons and Talons

Should any Note, Certificate, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Issuing and Principal Paying Agent (in the case of Bearer Notes, Coupons or Talons) and of the Registrar (in the case of Certificates) upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Certificates, Coupons or Talons must be surrendered before replacements will be issued.

12.

Agents

The names of the initial Issuing and Principal Paying Agent, the other Paying Agents, the Registrar and the Transfer Agents and their initial specified offices are set out below.

The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of the Issuing and Principal Paying Agent, any other Paying Agent, the Registrar or any Transfer Agent and/or appoint additional or other Paying Agents or Transfer Agents or another Registrar and/or approve any change in the specified office through which any such agent acts, provided that:

(i)

there will at all times be an Issuing and Principal Paying Agent;

(ii)

there will at all times be a Registrar and a Transfer Agent in relation to Registered Notes;

(iii)

so long as the Notes are listed on any stock exchange, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and

(iv)

there will at all times be a Paying Agent with a specified office in a city approved by the Trustee outside the Relevant Jurisdiction.

In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(d).

Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 14.

In acting under the Agency Agreement, the Issuing and Principal Paying Agent, the Paying Agents, the Registrar and the Transfer Agents act solely as agents of the Issuer and, in certain limited circumstances, of the Trustee and do not assume any

93


obligation to, or relationship of agency or trust with, any Noteholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent or Registrar or Transfer Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent, registrar or transfer agent, as the case may be.

13.

Exchange of Talons

On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Issuing and Principal Paying Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 9.

14.

Notices

Notices to the holders of Registered Notes shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday, Sunday or bank holiday) after the date of mailing.

Notices to the holders of Bearer Notes will be deemed to be validly given if published in a leading English language daily newspaper of general circulation in the United Kingdom. It is expected that such publication will be made in the Financial Times. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange or any other relevant authority on which the Notes are for the time being listed. Any such notice will be deemed to have been given on the date of the first publication.

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Issuing and Principal Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes). Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Bearer Notes in accordance with this Condition.

15.

Available Information

This Condition 15 only applies to Sustainability-Linked Notes.

In respect of each financial year of the Issuer, beginning with the financial year in which the Issue Date of the first Tranche of the Notes falls, the Issuer will publish on its website, as applicable: (i) the Customer GHG Savings Amount, the Female Management and Senior Leadership Amount, the M-Pesa Customers Amount, the Vodafone GHG Scope 1 and Scope 2 Emissions Amount, the Vodafone GHG Scope 3 Emissions Amount, the Vodafone GHG Scope 1 and Scope 2 Emissions Baseline and/or the Vodafone GHG Scope 3 Emissions Baseline for the relevant financial year, as indicated in the ESG addendum officially publish by the Issuer in relation to its annual report (the “ESG Addendum”); and (ii) an independent limited assurance report or reports issued by the relevant External Verifier(s) (the “Assurance Report”) in respect of, among others, where applicable, the Customer GHG Savings Amount, the Female Management and Senior Leadership Amount, the M-Pesa Customers Amount, the Vodafone GHG Scope 1 and Scope 2 Emissions Amount and the Vodafone GHG Scope 3 Emissions Amount which may form part of the ESG Addendum (the publication of such ESG Addendum and Assurance Report on or before the Sustainability-Linked Trigger Event Notification Deadline, together the “Reporting Condition”). The ESG Addendum and the Assurance Report will be published concurrently with the publication of the independent auditor’s report on the Issuer’s annual report and may form part of such annual report, and will have the same reference date as the relevant independent auditor’s report provided that to the extent the Issuer reasonably determines that additional time is required to complete the ESG Addendum and the Assurance Report, then the ESG Addendum and the Assurance Report may be published as soon as reasonably practicable, but in no event later than the Sustainability-Linked Trigger Event Notification Deadline.

16.

Meeting of Noteholders, Modification, Authorisation, Waiver, Determination and Substitution

(a)

Meetings

The Trust Deed contains provisions for convening meetings of the Noteholders (which may be held at a physical location, or via an electronic platform (such as a conference call or videoconference) or by a combination of such methods) to consider any

94


matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of the provisions of these Terms and Conditions, the Notes, the Coupons or the Trust Deed. Such a meeting may be convened by the Issuer or by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being outstanding. The quorum at any such meeting for passing an Extraordinary Resolution will be one or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented. The Trust Deed provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Trust Deed by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting and whether or not they voted on (or voted in favour of) the relevant Extraordinary Resolution, and on all and Couponholders.

(b)

Modification, Authorisation, Waiver, Determination, Substitution etc.

The Trustee may agree, without the consent of the Noteholders or the Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of these Terms and Conditions or any of the provisions of the Trust Deed or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated as such, which in any such case is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders or may agree, without any such consent as aforesaid, to any modification which is of a formal, minor or technical nature or to correct a manifest error. In addition, the Trustee shall be obliged to concur with the Issuer in using its reasonable endeavours to effect any Benchmark Amendments or Benchmark Replacement Conforming Changes in the circumstances and as otherwise set out in Condition 4(b)(ii)(H) without the consent of the Noteholders or the Couponholders.

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation, determination or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 8 and/or any undertaking given in addition to, or in substitution for, Condition 8 pursuant to the Trust Deed.

The Trustee may, without the consent of the Noteholders or Couponholders, agree with the Issuer to the substitution in place of the Issuer (or of any previous substitute under this Condition) as principal debtor in respect of the Notes and the Coupons and under the Trust Deed of either (i) a Successor in Business (as defined in the Trust Deed) to the Issuer or (ii) a Holding  Company of the Issuer or (iii) a Subsidiary of the Issuer, in each case subject to the Trustee being satisfied that the interests of the Noteholders are not materially prejudiced thereby provided that in determining such material prejudice the Trustee shall not take into account any prejudice to the interests of the Noteholders as a result of such substituted company not being required pursuant to proviso (i) to Condition 8 to pay any additional amounts for or on account of any Taxes imposed by the United States of America or any political subdivision or taxing authority thereof or therein and certain other conditions set out in the Trust Deed being complied with.

The Trust Deed contains provisions permitting the Issuer to consolidate with or merge into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person provided that (i) in the case of a consolidation or merger (except where the Issuer is the continuing entity) such person agrees to be bound by the terms of the Notes, the Coupons and the Trust Deed as principal debtor in place of the Issuer; (ii) in the case of a conveyance, transfer or lease, such person guarantees the obligations of the Issuer under the Notes, the Coupons and the Trust Deed and (iii) certain other conditions set out in the Trust Deed are complied with.

Any such modification, waiver, authorisation, determination or substitution shall be binding on the Noteholders and the Couponholders and, unless the Trustee otherwise agrees, any such modification or substitution shall be notified to the

95


Noteholders in accordance with Condition 14 as soon as practicable thereafter.

For the purposes of this Condition “Holding Company” means, in relation to a person, an entity of which that person is a Subsidiary.

17.

Further Issues

The Issuer shall be at liberty from time to time without the consent of the Noteholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes. The Trust Deed contains provisions for convening a single meeting of the Noteholders and the holders of notes of other Series in certain circumstances where the Trustee so decides.

18.

Indemnification of the Trustee and its Contracting with the Issuer

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified to its satisfaction.

The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (i) to enter into business transactions with the Issuer and/or any of its Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and/or any of its Subsidiaries, (ii) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders or Couponholders, and (iii) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.

19.

Third Party Rights

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Notes, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

20.

Governing Law

The Trust Deed, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with any of them, are governed by and shall be construed in accordance with, English law. The Agency Agreement is governed by and shall be construed in accordance with English law.

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ISSUING AND PRINCIPAL PAYING AGENT

HSBC Bank plc
8 Canada Square
London E14 5HQ

OTHER PAYING AGENTS

Credit Suisse AG
Uetlibergstrasse 231

8070 Zurich

Banque Internationale à Luxembourg,
société anonyme

69 route d'Esch

L-2953 Luxembourg

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SCHEDULE 2

FORMS OF GLOBAL AND DEFINITIVE NOTES, CERTIFICATES, COUPONS AND TALONS

PART 1

FORM OF TEMPORARY GLOBAL NOTE

VODAFONE GROUP PLC

(the Issuer)

(incorporated with limited liability in England and Wales)

TEMPORARY GLOBAL NOTE

This Note is a Temporary Global Note in respect of a duly authorised issue of Notes of the Issuer (the Notes) of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in the Final Terms or Pricing Supplement, as the case may be, applicable to the Notes (the Final Terms), a copy of which is annexed hereto. References herein to the Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as completed and/or (in the case of Exempt Notes) modified and/or replaced by the Final Terms but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms will prevail. Words  and expressions defined in the Conditions shall bear the same meanings when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 16 July 1999 and made between the Issuer (under its then name of Vodafone AirTouch Plc) and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject as hereinafter provided and subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed, upon presentation and, at maturity, surrender of this Global Note to or to the order of the Issuing and Principal Paying Agent or any of the other Paying Agents located outside the United States, its territories and possessions (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes.

If the Final Terms indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg and together with Euroclear, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.

If the Final Terms indicates that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part II, or III of Schedule One hereto or in Schedule Two hereto.

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On any redemption of, or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that:

(a)

if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such redemption, payment or purchase and  cancellation (as  the  case  may  be)  shall  be  entered pro rata in the records of the relevant Clearing Systems, and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or

(b)

if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One hereto and the relevant space in Schedule One hereto recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption or purchase and cancellation, the nominal amount of this Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount of such Notes so redeemed or purchased and cancelled.

Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make entries referred to above shall not affect such discharge.

Payments of principal and interest (if any) due prior to the Exchange Date (as defined below) will only be made to the bearer hereof to the extent that there is presented to the Issuing and Principal Paying Agent by Clearstream, Luxembourg or Euroclear a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular nominal amount of the Notes represented by this Global Note (as shown by its records) a certificate of non-US beneficial ownership in the form required by it. The bearer of this Global Note will not (unless upon due presentation of this Global Note for exchange, delivery of the appropriate number of Definitive Bearer Notes (together, if applicable, with the Coupons and Talons appertaining thereto in or substantially in the forms set out in Parts 5, 6 and 7 of Schedule 2 to the Trust Deed) or, as the case may be, issue and delivery (or, as the case may be, endorsement) of the Permanent Global Note is improperly withheld or refused and such withholding or refusal is continuing at the relevant payment date) be entitled to receive any payment hereon due on or after the Exchange Date.

If this Temporary Global Note is an Exchangeable Bearer Note then, subject to Condition 2(f), this Temporary Global Note may be exchanged in whole or from time to time in part for one or more Registered Notes in accordance with the Conditions on or after the Issue Date but before its Exchange Date referred to below by its presentation to any Transfer Agent at its specified office. On or after the Exchange Date, the outstanding nominal amount of this Temporary Global Note may be exchanged for Definitive Bearer Notes and Registered Notes in accordance with the next paragraph.

On or after the date (the Exchange Date) which is the 40th day after the Issue Date, this Global Note may be exchanged (free of charge) in whole or in part for, as specified in the Final Terms, either (a) Definitive Bearer Notes and (if applicable) Coupons and/or Talons (on the basis that all the appropriate details have been included on the face of such Definitive Bearer Notes and (if applicable) Coupons and/or Talons and the relevant information completing the Conditions appearing in the Final Terms has been endorsed on or attached to such Definitive Bearer Notes) or (b) either (if the Final Terms indicates that this Global Note is intended to be a New Global Note) interests recorded in the records of the relevant Clearing Systems in a Permanent Global Note or (if the Final Terms indicates that this Global Note is not intended to be a New Global Note) a Permanent Global Note which, in either case, is in or substantially in the form set out in Part 2 of Schedule 2 to the Trust Deed (together with the Final Terms attached thereto) or (if this Global Note is an Exchangeable Bearer Note) for Registered Notes upon notice being given by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any holder of an interest in this Global Note and subject, in the case of Definitive Bearer Notes, to such notice period as is specified in the Final Terms.

99


If Definitive Bearer Notes and (if applicable) Coupons and/or Talons have already been issued in exchange for all the Notes represented for the time being by the Permanent Global Note, then this Global Note may only thereafter be exchanged for Definitive Bearer Notes and (if applicable) Coupons and/or Talons pursuant to the terms hereof. This Global Note may be exchanged by the bearer hereof on any day (other than a Saturday, Sunday or bank holiday) on which banks are open for general business in London.

The Issuer shall procure that Definitive Bearer Notes or (as the case may be) the Permanent Global Note shall be issued and delivered and (in the case of the Permanent Global Note where the Final Terms indicates that this Global Note is intended to be a New Global Note) interests in the Permanent Global Note shall be recorded in the records of the relevant Clearing Systems in exchange for only that portion of this Global  Note in respect of which there shall have been presented to the Issuing and Principal Paying Agent by Euroclear or Clearstream, Luxembourg a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular nominal amount of the Notes represented by this Global Note (as shown by its records) a certificate of non-US beneficial ownership in the form required by it.

On an exchange of the whole of this Global Note, this Global Note shall be surrendered to or to the order of the Issuing and Principal Paying Agent. The Issuer shall procure that:

(a)

if the Final Terms indicates that this Global Note is intended to be a New Global Note, on an exchange of the whole or part only of this Global Note, details of such exchange shall be entered  pro rata in the records of the relevant Clearing Systems such that the nominal amount of Notes represented by this Global Note shall be reduced by the nominal amount of this Global Note so exchanged; or

(b)

if the Final Terms indicates that this Global Note is not intended to be a New Global Note, on an exchange of part only of this Global Note details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount of this Global Note so exchanged. On any exchange of this Global Note for a Permanent Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two to the Permanent Global Note and the relevant space in Schedule Two thereto recording such exchange shall be signed by or on behalf of the Issuer.

Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall in all respects be entitled to the same benefits as if he were the bearer of Definitive Bearer Notes and the relative Coupons and/or Talons (if any) in the form(s) set out in Part 5, Part 6 and Part 7 (as applicable) of Schedule 2 to the Trust Deed.

The holder of this Global Note shall be treated at any meeting of the Noteholders as having one vote in respect of each Definitive Bearer Note for which this Global Note would be exchangeable.

In considering the interests of Noteholders while this Global Note is held on behalf of a clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to this Global Note and may consider such interests as if such accountholders were the holder of this Global Note.

This Global Note does not confer on a third party any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Global Note, and any non-contractual obligations arising out of or in connection with it, are governed by, and shall be construed in accordance with, English law.

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This Global Note shall not be valid unless authenticated by HSBC Bank plc as Issuing and Principal Paying Agent and, if the Final Terms indicates that this Global Note is intended to be held in a manner which would allow Eurosystem eligibility, effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems.

IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by a person duly authorised on its behalf.

Issued as of

VODAFONE GROUP PLC

By:

Duly Authorised

Authenticated by

HSBC Bank plc

as Issuing and Principal Paying Agent.

By:

Authorised Officer

1Effectuated without recourse,

warranty or liability by

as common safekeeper

By:


1

This should only be completed where the Final Terms indicates that this Global Note is intended to be held in a manner which would allow Eurosytem eligibility.

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Schedule One*

PART I

INTEREST PAYMENTS

   

   

   

   

Confirmation of

Interest Payment

Total amount of

Amount of interest

payment by or on

Date made

Date

interest payable

paid

behalf of the Issuer

*     Schedule One should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

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PART II

REDEMPTIONS

   

   

   

Remaining nominal

   

amount of this

Confirmation of

Global Note

redemption by or

Total amount of

Amount of

following such

on behalf of the

Date made

principal payable

principal paid

redemption*

Issuer

*   See most recent entry in Part II or III of Schedule Two in order to determine this amount.

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PART III

PURCHASES AND CANCELLATIONS

   

   

Remaining nominal

   

amount of this Global

Confirmation of

Part of nominal amount

Note following such

purchase and

of this Global Note

purchase and

cancellation by or on

Date made

purchased and cancelled

cancellation*

behalf of the Issuer

*     See most recent entry in Part II or III of Schedule Two in order to determine this amount.

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Schedule Two*

EXCHANGES

FOR DEFINITIVE BEARER NOTES, REGISTERED NOTES OR PERMANENT GLOBAL NOTE

The following exchanges of a part of this Global Note for Definitive Bearer Notes or Registered Notes or a part of a Permanent Global Note have been made:

   

Nominal amount of this

   

   

Global Note exchanged

for Definitive Bearer

Notes, Registered Notes

Remaining nominal

or a part of a Permanent

amount of this Global

Global Note (stating

Note following such

Notation made by or on

Date made

which)

exchange*

behalf of the Issuer

* Schedule Two should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

* See most recent entry in Part II or III of Schedule One or in this Schedule Two in order to determine this amount.

105


ANNEX

[attach Final Terms that relate to this Global Note]

106


PART 2

FORM OF PERMANENT GLOBAL NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]1

VODAFONE GROUP PLC

(the Issuer)

(incorporated with limited liability in England and Wales)

PERMANENT GLOBAL NOTE

This Note is a Permanent Global Note in respect of a duly authorised issue of Notes of the Issuer (the Notes) of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in the Final Terms or Pricing Supplement, as the case may be, applicable to the Notes (the Final Terms), a copy of which is annexed hereto. References herein to the Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as completed and/or (in the case of Exempt Notes) modified and/or replaced by the Final Terms but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms will prevail. Words  and expressions defined in the Conditions shall bear the same meanings when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 16 July 1999 and made between the Issuer (under its then name of Vodafone AirTouch Plc) and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed, upon presentation and, at maturity, surrender of this Global Note at the specified office of the Issuing and Principal Paying Agent at 8 Canada Square, London EC2V 7EX, England or such other specified office as may be specified for this purpose in accordance with the Conditions or at the specified office of any of the other Paying Agents located outside the United States, its territories and possessions (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes.

If the Final Terms indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg and together with Euroclear, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon


1

Include where the original maturity of the Notes is more than 365 days where TEFRA D is specified in the applicable Final Terms or Pricing Supplement, as the case may be.

107


request) stating the nominal amount of Notes represented by this Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.

If the Final Terms indicates that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part II or Part III of Schedule One hereto or in Schedule Two hereto.

On any redemption of, or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that:

(a)

if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or

(b)

if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One hereto and the relevant space in Schedule One hereto recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption or purchase and cancellation, the nominal amount of this Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount of such Notes so redeemed or purchased and cancelled.

Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof and any failure to make entries referred to above shall not affect such discharge.

If the Notes represented by this Global Note were, on issue, represented by a Temporary Global Note then on any exchange of such Temporary Global Note for this Global Note or any part hereof, the Issuer shall procure that:

(a)

if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such exchange shall be entered in the records of the relevant Clearing Systems such that the nominal amount of Notes represented by this Global Note shall be increased by the nominal amount of the Temporary Global Note so exchanged; or

(b)

if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes represented by this Global Note shall be increased by the nominal amount of the Temporary Global Note so exchanged.

This Global Note may be exchanged (free of charge) in whole, but, except as provided below, not in part, for Definitive Bearer Notes and (if applicable) Coupons and/or Talons in or substantially in the forms set out in Part 5, Part 6 and Part 7 of Schedule 2 to the Trust Deed (on the basis that all the appropriate details have been included on the face of such Definitive Bearer Notes and (if applicable) Coupons and/or Talons and the relevant information completing the Conditions appearing in the Final Terms has been endorsed on or attached to such Definitive Bearer Notes) or (if this Global Note is an Exchangeable Bearer Note) Registered Notes represented by the Certificates described in the Trust Deed:

108


(a)

if specified in the applicable Final Terms, upon not less than 60 days' written notice being given to the Issuing and Principal Paying Agent by Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in this Global Note); or

(b)

if specified in the applicable Final Terms, only upon the occurrence of an Exchange Event; or

(c)

if this Global Note is an Exchangeable Bearer Note then, subject to Condition 2(f), by the holder hereof giving notice to the Issuing and Principal Paying Agent of its election to exchange the whole or a part of this Global Note for Registered Notes.

An Exchange Event means (unless otherwise specified in the applicable Final Terms):

(i)

an Event of Default has occurred and is continuing;

(ii)

the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no alternative clearing system satisfactory to the Trustee is available; or

(iii)

the Issuer has or will become obliged to pay additional amounts as provided for or referred to in Condition 8 which would not be required were the Bearer Notes in definitive form and a certificate to such effect from two Authorised Signatories of the Issuer has been given to the Trustee.

Upon the occurrence of an Exchange Event:

(A)

the Issuer will promptly give notice to Noteholders in accordance with Condition 14 of the occurrence of such Exchange Event; and

(B)

Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in this Global Note) or the Trustee may give notice to the Issuing and Principal Paying Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Issuing and Principal Paying Agent requesting exchange.

This Global Note is exchangeable in part only if this Global Note is an Exchangeable Bearer Note and the part thereof submitted for exchange is to be exchanged for Registered Notes.

Any such exchange shall occur on a date specified in the notice not later than 60 days (or, in the case of an exchange for Registered Notes, 5 days) after the date of receipt of the first relevant notice by the Issuing and Principal Paying Agent.

The first notice requesting exchange in accordance with the above provisions shall give rise to the issue of Definitive Bearer Notes for the total nominal amount of Notes represented by this Global Note.

Any such exchange as aforesaid will be made upon presentation of this Global Note by the bearer hereof on any day (other than a Saturday, Sunday or bank holiday) on which banks are open for business in London at the office of the Issuing and Principal Paying Agent specified above.

The aggregate nominal amount of Definitive Bearer Notes or Registered Notes issued upon an exchange of this Global Note will be equal to the aggregate nominal amount of this Global Note submitted for exchange. Upon exchange in full of this Global Note, the Issuing and Principal Paying Agent shall cancel it or procure that it is cancelled.

109


Certificates issued upon exchange for Registered Notes shall not be Global Certificates unless the holder so requests and certifies to the Issuing and Principal Paying Agent that it is, or is acting as, a nominee for Clearstream, Luxembourg or Euroclear.

Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall in all respects be entitled to the same benefits as if he were the bearer of Definitive Bearer Notes and the relative Coupons and/or Talons (if any) in the form(s) set out in Part 5, Part 6 and Part 7 (as applicable) of Schedule 2 to the Trust Deed.

The holder of this Global Note shall be treated at any meeting of the Noteholders as having one vote in respect of each Definitive Bearer Note for which this Global Note would be exchangeable.

In considering the interests of Noteholders while this Global Note is held on behalf of a clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to this Global Note and may consider such interests as if such accountholders were the holder of this Global Note.

This Global Note does not confer on a third party any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Global Note, and any non-contractual obligations arising out of or in connection with it, are governed by, and shall be construed in accordance with, English law.

This Global Note shall not be valid unless authenticated by HSBC Bank plc as Issuing and Principal Paying Agent and, if the Final Terms indicates that this Global Note is intended to be held in a manner which would allow Eurosystem eligibility, effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems.

110


IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by a person duly authorised on its behalf.

Issued as of

VODAFONE GROUP PLC

By:

Duly Authorised

Authenticated by

HSBC Bank plc

as Issuing and Principal Paying Agent.

By:

Authorised Officer

1Effectuated without recourse,

warranty or liability by

as common safekeeper

By:


1

This should only be completed where the Final Terms indicates that this Global Note is intended to be held in a manner which would allow Eurosytem eligibility.

111


Schedule One*

PART I

INTEREST PAYMENTS

Confirmation of

Interest Payment

Total amount of

Amount of interest

payment by or on

Date made

Date

interest payable

paid

behalf of the Issuer

* Schedule One should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

112


PART II

REDEMPTION

Remaining nominal

amount of this

Confirmation of

Global Note

redemption by or on

Total amount of

Amount of

following such

behalf of the

Date made

principal payable

principal paid

redemption*

Issuer

* See most recent entry in Part II or III of Schedule Two in order to determine this amount.

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PART III

PURCHASES AND CANCELLATIONS

Remaining nominal

amount of this Global

Confirmation of

Part of nominal amount

Note following such

purchase and

of this Global Note

purchase and

cancellation by or on

Date made

purchased and cancelled

cancellation*

behalf of the Issuer

* See most recent entry in Part II or III of Schedule Two in order to determine this amount.

114


Schedule Two*

EXCHANGES

The following exchanges of a part of the Temporary Global Note for a part of this Global Note or a part of this Global Note for Registered Notes have been made:

   

Nominal amount of

   

   

Temporary Global Note

exchanged for this

Increased/decreased

Global Note or of this

nominal amount of this

Global Note exchanged

Global Note following

Notation made by or on

Date made

for Registered Notes

such exchange*

behalf of the Issuer

* See most recent entry in Part II or III of Schedule One or in this Schedule Two in order to determine this amount.

* Schedule Two should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

115


ANNEX

[attach the Final Terms that relate to this Global Note]

116


PART 3

FORM OF REGULATION S GLOBAL CERTIFICATE

THE NOTES REPRESENTED BY THIS REGULATION S GLOBAL CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

VODAFONE GROUP PLC

(the Issuer)

(incorporated with limited liability in England and Wales)

REGULATION S GLOBAL CERTIFICATE

This Regulation S Global Certificate is issued in respect of a duly authorised issue of Notes of the Issuer (the Notes) of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in the Final Terms or Pricing Supplement, as the case may be, applicable to the Notes (the Final Terms), a copy of which is annexed hereto. This Regulation S Global Certificate certifies that the person whose name is entered in the Register is the registered holder (the Registered Holder) of such nominal amount of the Notes specified in the Final Terms at the date hereof.

Interpretation and Definitions

References in this Regulation S Global Certificate to the Conditions are to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as completed and/or (in the case of Exempt Notes) modified and/or replaced by the Final Terms but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms; the Final Terms will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Regulation S Global Certificate. This Regulation S Global Certificate is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 16 July 1999 and made between the Issuer (under its then name of Vodafone AirTouch Plc) and The Law Debenture Trust Corporation p.l.c as Trustee for the holders of the Notes.

Promise to Pay

The Issuer, subject as hereinafter provided and subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the holder of the Notes represented by this Regulation S Global Certificate on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Regulation S Global Certificate may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Regulation S Global Certificate calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed.

For the purposes of this Regulation S Global Certificate, (a) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Regulation S Global Certificate, (b) this Regulation S Global Certificate is evidence of entitlement only, (c) title to the Notes represented by this Regulation S Global Certificate passes only on due registration on the Register, (d) only the holder of the Notes, as on the immediately preceding Clearing System Business Day, represented by this

117


Regulation S Global Certificate is entitled to payments in respect of the Notes represented by this Regulation S Global Certificate, and (e) the nominal amount of Notes represented by this Regulation S Global Certificate from time to time shall be that amount shown in the Register as being registered in the name of the Registered Holder hereof at such time.

For the purposes hereof "Clearing System Business Day" means any day other than (i) Saturdays or Sundays and (ii) 1 January and 25 December.

Transfer of Notes represented by Regulation S Global Certificates

If the Final Terms state that the Notes are to be represented by a Regulation S Global Certificate on issue, transfers of the holding of Notes represented by this Regulation S Global Certificate pursuant to Condition 2(b) may only be made in part:

(a)

if the Notes represented by this Regulation S Global Certificate are held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an Alternative Clearing System) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Trustee is available; or

(b)

an Event of Default has occurred and is continuing; or

(c)

with the consent of the Issuer,

provided that, in the case of the first transfer of part of a holding pursuant to (a) or (b) above, the holder of the Notes represented by this Regulation S Global Certificate has given the Registrar not less than 30 days' notice at its specified office of such holder's intention to effect such transfer. Where the holding of Notes represented by this Regulation S Global Certificate is only transferable in its entirety, the Certificate issued  to the transferee upon transfer of such holding shall be a Regulation S Global Certificate. Where transfers  are permitted in part, Certificates issued to transferees shall not be Regulation S Global Certificates unless the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee for, Clearstream, Luxembourg, Euroclear and/or an Alternative Clearing System.

Interests in a Regulation S Global Certificate will be exchangeable, free of charge to the holder, for definitive Regulation S Certificates only upon the occurrence of an Exchange Event. An Exchange Event means (unless otherwise specified in the applicable Final Terms) that:

(i)

an Event of Default has occurred and is continuing; or

(ii)

the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and, in any such case, no successor clearing system is available; or

(iii)

the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by definitive Regulation S Certificates and a certificate to such effect from two Authorised Signatories of the Issuer has been given to the Trustee.

Upon the occurrence of an Exchange Event:

(A)

the Issuer will promptly give notice to Noteholders in accordance with Condition 14; and

(B)

Euroclear and Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Regulation S Global Certificate) may give notice to the Registrar requesting exchange and, in

118


the event of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Registrar requesting exchange.

Any such exchange shall occur not later than 10 days after the date of receipt of the first relevant notice by the Registrar.

Meetings

At any meeting of Noteholders, the holder of the Notes represented by this Regulation S Global Certificate shall be treated as having one vote in respect of each nominal amount of Notes equal to the minimum Specified Denomination of the Notes.

This Regulation S Global Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar and, if the applicable Final Terms indicates that this Regulation S Global Certificate is intended to be held under the New Safekeeping Structure, effectuated by the entity appointed as common safekeeper by Euroclear or Clearstream, Luxembourg.

This Regulation S Global Certificate, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law.

IN WITNESS whereof the Issuer has caused this Regulation S Global Certificate to be signed manually or  in facsimile by a person duly authorised on its behalf.

Dated as of the Issue Date.

VODAFONE GROUP PLC

By:

Duly Authorised

Authenticated

by HSBC Bank USA National Association as Registrar

By:

Authorised Officer

1Effectuated without recourse,

warranty or liability by

as common safekeeper

By:


1

This should only be completed where the Final Terms indicates that this Regulation S Global Certificate is intended to be held under the NSS.

119


Form of Transfer

For value received the undersigned transfers to

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[] nominal amount of the Notes represented by this Regulation S Global Certificate, and all rights under them.

Dated

Signed

Certifying Signature

Notes:

(a)

The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Regulation S Global Certificate or (if such signature corresponds with the name as it appears on the face of this Regulation S Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.

(b)

A representative of the Noteholder should state the capacity in which he signs e.g. executor.

120


ANNEX

[attach Final Terms that relate to this Global Certificate]

121


PART 4

FORM OF DTC RESTRICTED GLOBAL CERTIFICATE

THE NOTES REPRESENTED BY THIS DTC RESTRICTED GLOBAL CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (RULE 144A) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A QIB) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (REGULATION S) TO A NON-US PERSON (AS DEFINED IN THE REGULATIONS) OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) , IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE NOTES REPRESENTED BY THIS DTC RESTRICTED CERTIFICATE.

Unless this DTC Restricted Global Certificate is presented by an authorised representative of The Depository Trust Company, a corporation incorporated under the laws of the State of New York (DTC), to the Issuer or its agent for registration of transfer, exchange or payment, and any definitive Note issued is registered in the name of Cede & Co. or such other name as is requested by an authorised representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorised representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede & Co., has an interest herein.

VODAFONE GROUP PLC

(the Issuer)

(incorporated with limited liability in England and Wales)

DTC RESTRICTED GLOBAL CERTIFICATE

Registered Holder:

Address of Registered Holder:

Nominal amount of Notes

represented by this DTC Restricted Global Certificate:

This DTC Restricted Global Certificate is issued in respect of a duly authorised issue of Notes of the Issuer (the Notes) of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in the Final Terms or Pricing Supplement, as the case may be, applicable to the Notes (the Final Terms), a copy of which is annexed hereto. This DTC Restricted Global Certificate certifies that the Registered Holder (as defined above) is registered as the holder of such nominal amount of the Notes at the date hereof.

122


Interpretation and Definitions

References in this DTC Restricted Global Certificate to the Conditions are to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as completed and/or (in the case of Exempt Notes) modified and/or replaced by the Final Terms but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms will prevail. Words  and expressions defined in the Conditions shall bear the same meanings when used in this DTC Restricted Global Certificate. This DTC Restricted Global Certificate is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 16 July 1999 and made between the Issuer (under its then name of Vodafone AirTouch Plc) and The Law Debenture Trust Corporation p.l.c as Trustee for the holders of the Notes.

Promise to Pay

The Issuer, subject as hereinafter provided and subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the holder of the Notes represented by this DTC Restricted Global Certificate on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this DTC Restricted Global Certificate may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this DTC Restricted Global Certificate calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed.

For the purposes of this DTC Restricted Global Certificate, (a) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this DTC Restricted Global Certificate, (b) this DTC Restricted Global Certificate is evidence of entitlement only, (c) title to the Notes represented by this DTC Restricted Global Certificate passes only on due registration on the Register,

(d) only the holder of the Notes as on the immediately preceding Clearing System Business Day, represented by this DTC Restricted Global Certificate is entitled to payments in respect of the Notes represented by this DTC Restricted Global Certificate, and (e) the nominal amount of Notes represented by this DTC Restricted Global Certificate from time to time shall be that amount shown in the Register as being registered in the name of the Registered Holder hereof at such time.

For the purposes hereof "Clearing System Business Day" means any day other than (i) Saturdays or Sundays and (ii) 1 January and 25 December.

Transfer of Notes represented by DTC Restricted Global Certificates

If the Final Terms state that the Notes are to be represented by a DTC Restricted Global Certificate on issue, transfers of the holding of Notes represented by this DTC Restricted Global Certificate pursuant to Condition 2(b) may only be made in part:

(a)

if the Notes represented by this DTC Restricted Global Certificate are held on behalf of DTC or any other clearing system (an Alternative Clearing System) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Trustee is available; or

(b)

an Event of Default has occurred and is continuing; or

(c)

with the consent of the Issuer,

provided that, in the case of the first transfer of part of a holding pursuant to (a) or (b) above, the holder of the Notes represented by this DTC Restricted Global Certificate has given the Registrar not less than 30 days'

123


notice at its specified office of such holder's intention to effect such transfer. Where the holding of Notes represented by this DTC Restricted Global Certificate is only transferable in its entirety, the Certificate issued to the transferee upon transfer of such holding shall be a DTC Restricted Global Certificate. Where transfers are permitted in part, Certificates issued to transferees shall not be DTC Restricted Global Certificates unless the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee for, DTC and/or an Alternative Clearing System.

Interests in a DTC Restricted Global Certificate will be exchangeable, free of charge to the holder, for definitive DTC Restricted Certificates only upon the occurrence of an Exchange Event. An Exchange Event means (unless otherwise specified in the applicable Final Terms) that:

(i)

an Event of Default has occurred and is continuing; or

(ii)

either DTC has notified the Issuer that it is unwilling or unable to continue to act as depositary for the Notes and no alternative clearing system is available or DTC has ceased to constitute a clearing agency registered under the Exchange Act; or

(iii)

the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by definitive DTC Restricted Certificates and a certificate to such effect from two Authorised Signatories of the Issuer has been given to the Trustee.

Upon the occurrence of an Exchange Event:

(A)

the Issuer will promptly give notice to Noteholders in accordance with Condition 14; and

(B)

DTC (acting on the instructions of any holder of an interest in such DTC Restricted Global Certificate) may give notice to the Registrar requesting exchange and, in the event of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Registrar requesting exchange.

Any such exchange shall occur not later than 10 days after the date of receipt of the first relevant notice by the Registrar.

Covenants

The statements set forth in the legend above are an integral part of the Notes in respect of which this DTC Restricted Global Certificate representing DTC Restricted Registered Notes is issued and by acceptance hereof each holder of such Notes agrees to be subject to and bound by the terms and provisions set forth in such legend.

Meetings

At any meeting of Noteholders, the holder of the Notes represented by this DTC Restricted Global  Certificate shall be treated as having one vote in respect of each nominal amount of Notes equal to the minimum Specified Denomination of the Notes.

This DTC Restricted Global Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar.

This DTC Restricted Global Certificate, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law.

124


IN WITNESS whereof the Issuer has caused this DTC Restricted Global Certificate to be signed manually or in facsimile by a person duly authorised on its behalf.

Dated as of the Issue Date.

VODAFONE GROUP PLC

By:

Duly Authorised

Authenticated

by HSBC Bank USA National Association as Registrar

By:

Authorised Officer

125


Form of Transfer

For value received the undersigned transfers to

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[] nominal amount of the Notes represented by this DTC Restricted Global Certificate, and all rights under them.

Dated

Signed

Certifying Signature

Notes:

(a)

The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this DTC Restricted Global Certificate or (if such signature corresponds with the name as it appears on the face of this DTC Restricted Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.

(b)

A representative of the Noteholder should state the capacity in which he signs e.g. executor.

126


ANNEX

[attach Final Terms that relate to this Global Certificate]

127


PART 5

FORM OF DEFINITIVE NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED.]1

VODAFONE GROUP PLC

(the Issuer)

(incorporated with limited liability in England and Wales)

[Specified Currency and Nominal Amount of Tranche] NOTES DUE

[Year of Maturity]

This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] each of the Issuer (Notes). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as completed by and/or (in the case of the Exempt Notes)  modified and/or replaced the relevant information (appearing in the Final Terms or Pricing Supplement, as the case may be, (the Final Terms)) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Final Terms, such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 16 July 1999 and made between the Issuer (under its then name of Vodafone AirTouch Plc) and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on the Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable on redemption of this Note and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed.

This Note shall not be valid unless authenticated by HSBC Bank plc as Issuing and Principal Paying Agent.


1

Include where the original maturity of the Notes is more than 365 days where TEFRA D is specified in the applicable Final Terms or Pricing Supplement, as the case may be.

128


IN WITNESS whereof this Note has been executed on behalf of the Issuer.

Issued as of

VODAFONE GROUP PLC

By:

Duly Authorised

Authenticated by

HSBC Bank plc

as Issuing and Principal Paying Agent.

By:

Authorised Officer

129


[Conditions]

[Conditions to be as set out in Schedule 1 to this Trust Deed or such other form as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s), but shall not be endorsed if not required by the relevant Stock Exchange]

130


Final Terms

[Here to be set out the text of the relevant information completing the Conditions which appears in the Final Terms relating to the Notes]

131


PART 6

FORM OF COUPON

On the front:

VODAFONE GROUP PLC

[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]

Series No. [     ]

[Coupon appertaining to a Note in the denomination of [Specified Currency and Specified Denomination]].1

Part A

[For Fixed Rate Notes:

This Coupon is payable to bearer, separately

Coupon for

negotiable and subject to the Terms and

[        ]

Conditions of the said Notes.

due on [     ], [     ]]

Part B

[For Floating Rate Notes, CMS Linked Notes, Inflation Linked Interest Notes or Sustainability-Linked Notes:

Coupon for the amount due in accordance with the Terms and Conditions endorsed on, attached to or incorporated by reference into the said Notes on [the Interest Payment Date falling in [     ] [     ]/[   ]].

This Coupon is payable to bearer, separately negotiable and subject to such Terms and Conditions, under which it may become void before its due date.]

[ANY UNITED STATES PERSON (WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED.]2


1

Delete where the Notes are all of the same denomination.

2

Include where the original maturity of the Notes is more than 365 days where TEFRA D is specified in the applicable Final Terms or Pricing Supplement, as the case may be.

132


PART 7

FORM OF TALON

On the front:

VODAFONE GROUP PLC

[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]

Series No. [     ]

[Talon appertaining to a Note in the denomination of [Specified Currency and Specified Denomination]].1

On and after [          ] further Coupons [and a further Talon]2 appertaining to the Note to which this Talon appertains will be issued at the specified office of any of the Paying Agents set out on the reverse hereof (and/or any other or further Paying Agents and/or specified offices as may from time to time be duly appointed and notified to the Noteholders) upon production and surrender of this Talon.

This Talon may, in certain circumstances, become void under the Terms and Conditions endorsed on the Note to which this Talon appertains.

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED.]3


1

Delete where the Notes are all of the same denomination.

2

Not required on last Coupon sheet.

3

Include where the original maturity of the Notes is more than 365 days where TEFRA D is specified in the applicable Final Terms or Pricing Supplement, as the case may be.

133


On the back of Coupons and Talons:

ISSUING AND PRINCIPAL PAYING AGENT

HSBC Bank plc

8 Canada Square

London E14 5HQ

OTHER PAYING AGENTS

Credit Suisse AG

Banque Internationale à Luxembourg société

Uetlibergstrasse 231

anonyme

8070 Zurich

69 route d'Esch

L-2953 Luxembourg

134


PART 8

FORM OF REGULATION S CERTIFICATE

On the front:

THE NOTES REPRESENTED BY THIS REGULATION S GLOBAL CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

VODAFONE GROUP PLC

(the Issuer)

(incorporated with limited liability in England and Wales)

[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]

This Regulation S Certificate certifies that                      (the Registered Holder) is, as at the date hereof, registered as the holder of [nominal amount] of the Notes referred to above (the Notes) of the Issuer. References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as completed and/or (in the case of Exempt Notes) modified and/or replaced by the relevant information (appearing in the Final Terms or Pricing Supplement, as the case may be, (the Final Terms)) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Final Terms, such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Certificate. This Certificate is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 16 July 1999 and made between the Issuer (under its then name of Vodafone AirTouch Plc) and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the Registered Holder hereof on the Maturity Date or on such earlier date as the Notes represented by this Certificate may become due and repayable in accordance with the Conditions and the Trust Deed, the  amount payable on redemption of such Notes and to pay interest (if any) on the nominal amount of such Notes calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed.

For the purposes of this Regulation S Certificate, (a) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Note(s) represented by this Regulation S Certificate, (b) this Regulation S Certificate is evidence of entitlement only, (c) title to the Note(s) represented by this Regulation S Certificate passes only on due registration on the Register, and (d) only the holder of the Note(s) represented by this Regulation S Certificate is entitled to payments in respect of the Note(s) represented by this Regulation S Certificate.

This Regulation S Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar.

135


This Regulation S Certificate, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law.

IN WITNESS whereof this Regulation S Certificate has been executed on behalf of the Issuer.

Dated as of the Issue Date.

VODAFONE GROUP PLC

By:

Duly Authorised

Authenticated by HSBC Bank USA National Association as Registrar.

By:

Authorised Officer

136


On the back:

Terms and Conditions of the Notes

[Conditions to be as set out in Schedule 1 to this Trust Deed or such other form as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Registrar, the Trustee and the relevant Dealer(s), but shall not be endorsed if not required by the relevant Stock Exchange.]

137


Final Terms

[Here to be set out the text of the relevant information completing the Conditions which appears in the Final Terms relating to the Notes.]

138


Form of Transfer

For value received the undersigned transfers to

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[] nominal amount of the Notes represented by this Regulation S Certificate, and all rights under them.

Dated

Certifying Signature

Signed

Notes:

(a)

The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Regulation S Certificate or (if such signature corresponds with the name as it appears on the face of this Regulation S Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.

(b)

A representative of the Noteholder should state the capacity in which he signs.

Unless the context otherwise requires capitalised terms used in this Form of Transfer have the same meaning as in the Trust Deed.

[TO BE COMPLETED BY TRANSFEREE:

[INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS, ETC.]]

ISSUING AND PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR

HSBC Bank plc

8 Canada Square

London E14 5HQ

PAYING AGENT, REGISTRAR AND TRANSFER AGENT

HSBC Bank USA National Association

452 Fifth Avenue

New York

NY 10018-2708

139


PART 9

FORM OF DTC RESTRICTED CERTIFICATE

On the front:

THE NOTES REPRESENTED BY THIS DEFINITIVE REGISTERED NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (RULE 144A) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A QIB) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (REGULATION S) TO A NON-U.S. PERSION (AS SUCH TERM IS DEFINED UNDER REGULATION S) OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE NOTES REPRESENTED BY THIS DEFINITIVE REGISTERED NOTE.

[FOR PURPOSES OF SECTIONS 1271 ET. SEQ. OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE HAS ORIGINAL ISSUE DISCOUNT OF [currency][amount] PER EACH [currency][amount] OF PRINCIPAL AMOUNT OF THIS NOTE; THE ISSUE PRICE OF THIS NOTE IS [currency][amount]; THE ISSUE DATE IS [date]; AND THE YIELD TO MATURITY (COMPOUNDED [semi-annually]) IS [yield].]*

VODAFONE GROUP PLC

(the Issuer)

(incorporated with limited liability in England and Wales)

[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]

This DTC Restricted Certificate certifies that                 (the Registered Holder) is, as at the date hereof, registered as the holder of [nominal amount] of the Notes referred to above (the Notes) of the Issuer. References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as completed and/or (in the case of Exempt Notes) modified and/or replaced by the relevant information (appearing in the Final Terms or Pricing Supplement, as the case may be, (the Final Terms)) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Final Terms, such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this DTC Restricted Certificate. This DTC Restricted Certificate is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 16 July 1999 and


*

Legend to be borne by any Definitive Certificate issued with "original issue discount" for U.S federal income tax purposes.

140


made between the Issuer (under its then name of Vodafone AirTouch Plc) and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the Registered Holder hereof on the Maturity Date or on such earlier date as the Notes represented by this DTC Restricted Certificate may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable on redemption of such Notes and to pay interest (if any) on the nominal amount of such Notes calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed.

The statements set forth in the legend above are an integral part of the Notes in respect of which this DTC Restricted Certificate is issued and by acceptance hereof each holder of such Notes agrees to be subject to and bound by the terms and provisions set forth in such legend.

For so long as the Notes are outstanding, the Issuer will, during the period in which the Issuer is neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to the holder hereof, or to any prospective purchaser hereof designated by such holder, upon request, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act of 1933, as amended.

For the purposes of this DTC Restricted Certificate, (a) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Note(s) represented by this DTC Restricted Certificate, (b) this DTC Restricted Certificate is evidence of entitlement only, (c) title to the Note(s) represented by this DTC Restricted Certificate passes only on due registration on the Register, and (d) only the holder of the Note(s) represented by this DTC Restricted Certificate is entitled to payments in respect of the Note(s) represented by this DTC Restricted Certificate.

This DTC Restricted Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar.

This DTC Restricted Certificate, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law.

IN WITNESS whereof this DTC Restricted Certificate has been executed on behalf of the Issuer.

Dated as of the Issue Date.

VODAFONE GROUP PLC

By:

Duly Authorised

Authenticated by HSBC Bank USA National Association as Registrar.

By:

Authorised Officer

141


On the back:

Terms and Conditions of the Notes

[Conditions to be as set out in Schedule 1 to this Trust Deed or such other form as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Registrar, the Trustee and the relevant Dealer(s), but shall not be endorsed if not required by the relevant Stock Exchange.]

142


Final Terms

[Here to be set out the text of the relevant information completing the Conditions which appears in the Final Terms relating to the Notes.]

143


Form of Transfer

For value received the undersigned transfers to

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[] nominal amount of the Notes represented by this Regulation S Certificate, and all rights under them.

Dated

Certifying Signature

Signed

Notes:

(a)

The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this DTC Restricted Certificate or (if such signature corresponds with the name as it appears on the face of this DTC Restricted Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.

(b)

A representative of the Noteholder should state the capacity in which he signs.

Unless the context otherwise requires capitalised terms used in this Form of Transfer have the same meaning as in the Trust Deed.

[TO BE COMPLETED BY TRANSFEREE:

[INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS, ETC.]]

ISSUING AND PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR

HSBC Bank plc

8 Canada Square

London E14 5HQ

PAYING AGENT, REGISTRAR AND TRANSFER AGENT

HSBC Bank USA National Association

452 Fifth Avenue

New York

NY 10018-2708

144


SCHEDULE 3

PROVISIONS FOR MEETINGS OF NOTEHOLDERS

1.         (a)

As used in this Schedule the following expressions shall have the following meanings unless the context otherwise requires:

(i)

voting certificate shall mean an English language certificate issued by a Paying Agent and dated in which it is stated:

(A)

that on the date thereof Bearer Notes (whether in definitive form or represented by a Global Note and not being Bearer Notes in respect of which a block voting instruction has been issued and is outstanding in respect of the meeting specified in such voting certificate or any adjourned such meeting) were deposited with such Paying Agent or (to the satisfaction of such Paying Agent) were held to its order or under its control or blocked in an account with a clearing system and that no such Bearer Notes will cease to be so deposited or held or blocked until the first to occur of:

I.

the conclusion of the meeting specified in such certificate or, if later, of any adjourned such meeting; and

II.

the surrender of the certificate to the Paying Agent who issued the same; and

(B)

that the bearer thereof is entitled to attend and vote at such meeting and any adjourned such meeting in respect of the Bearer Notes represented by such certificate;

(ii)

block voting instruction shall mean an English language document issued by a Paying Agent and dated in which:

(A)

it is certified that Bearer Notes (whether in definitive form or represented by a Global Note and not being Bearer Notes in respect of which a voting certificate has been issued and is outstanding in respect of the meeting specified in such block voting instruction and any adjourned such meeting) have been deposited with such Paying Agent or (to the satisfaction of such Paying Agent) were held to its order or under its control or blocked in an account with a clearing system and that no such Bearer Notes will cease to be so deposited or held or blocked until the first to occur of:

I.

the conclusion of the meeting specified in such document or, if  later, of any adjourned such meeting; and

II.

the surrender to the Paying Agent not less than 48 hours before the time for which such meeting or any adjourned such meeting is convened of the receipt issued by such Paying Agent in respect of each such deposited Bearer Note which is to be released or (as the case may require) the Bearer Note or Bearer Notes ceasing with the agreement of the Paying Agent to be held to its order or under its control or so blocked and the giving of notice by the Paying Agent to the Issuer in accordance with paragraph 17 hereof of the necessary amendment to the block voting instruction;

145


(B)

it is certified that each holder of such Bearer Notes has instructed such Paying Agent that the vote(s) attributable to the Bearer Note or Bearer Notes so deposited or held or blocked should be cast in a particular way in relation to the resolution or resolutions to be put to such meeting or any adjourned such meeting and that all such instructions are during the period commencing 48 hours prior to the time for which such meeting or any adjourned such meeting is convened and ending at the conclusion or adjournment thereof neither revocable nor capable of amendment;

(C)

the aggregate nominal amount of the Bearer Notes so deposited or held or blocked are listed distinguishing with regard to each such resolution between those in respect of which instructions have been given as aforesaid that the votes attributable thereto should be cast in favour of the resolution and those in respect of which instructions have been so given that the votes attributable thereto should be cast against the resolution; and

(D)

one or more persons named in such document (each hereinafter called a proxy) is or are authorised and instructed by such Paying Agent to cast the votes attributable to the Bearer Notes so listed in accordance with the instructions referred to in (C) above as set out in such document;

(iii)

24 hours shall mean a period of 24 hours including all or part of a day upon which banks are open for business in both the place where the relevant meeting is to be held and in each of the places where the Paying Agents have their specified offices (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business in all of the places as aforesaid; and

(iv)

48 hours shall mean a period of 48 hours including all or part of two days upon which banks are open for business both in the place where the relevant meeting is to be held and in each of the places where the Paying Agents have their specified offices (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of two days upon which banks are open for business in all of the places as aforesaid.

(b)

A holder of a Bearer Note (whether in definitive form or represented by a Global Note) may obtain a voting certificate in respect of such Bearer Note from a Paying Agent or require a Paying Agent to issue a block voting instruction in respect of such Note by depositing such Bearer Note with such Paying Agent or (to the satisfaction of such Paying Agent) by such Bearer Note being held to its order or under its control or being blocked in an account with a clearing system, in each case not less than 48 hours before the time fixed for the relevant meeting and on the terms set out in sub-paragraph (a)(i)(A) or (a)(ii)(A) above (as the case may be), and (in the case of a block voting instruction) instructing such Paying Agent to the effect set out in sub-paragraph (a)(ii)(B) above. The holder of any voting certificate or the proxies named in any block voting instruction shall for all purposes in connection with the relevant meeting or adjourned meeting of Noteholders be deemed to be the holder of the Bearer Notes to which such voting certificate or block voting instruction relates and the Paying Agent with which such Bearer Notes have been deposited or the person holding the same to the order or under the control of such Paying Agent or the clearing system in which such Bearer Notes have been blocked shall be deemed for such purposes not to be the holder of those Bearer Notes.

146


(c)          (i)

A holder of Registered Notes (whether in definitive form or represented by a Global Certificate (other than a Registered Note referred to in (iv) below)) may, by an instrument in writing in the English language (a form of proxy) signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of the Registrar not less than 48 hours before the time fixed for the relevant meeting, appoint any person (a proxy) to act on his or its behalf in connection with any meeting of the Noteholders and any adjourned such meeting.

(ii)

Any holder of Registered Notes (whether in definitive form or represented by a Global Certificate) which is a corporation may by resolution of its directors or other governing body authorise any person to act as its representative (a representative) in connection with any meeting of the Noteholders and any adjourned such meeting.

(iii)

Any proxy appointed pursuant to sub-paragraph (i) above or representative appointed pursuant to sub-paragraph (ii) above shall so long as such appointment remains in force be deemed, for all purposes in connection with the relevant meeting or adjourned meeting of the Noteholders, to be the holder of the Registered Notes to which such appointment relates and the holder of the Registered Notes shall be deemed for such purposes not to be the holder.

(iv)

For so long as any of the Registered Notes is represented by a Global Certificate registered in the name of DTC or its nominee, DTC may mail an Omnibus Proxy to the Issuer in accordance with and in the form used by DTC as part of its usual procedures from time to time in relation to meetings of Noteholders. Such Omnibus Proxy shall assign the voting rights in respect of the relevant meeting to DTC's direct participants as of the record date specified therein. Any such assignee participant may, by an instrument in writing in the English language signed by such assignee participant, or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of the Registrar or any Transfer Agent before the time fixed for the relevant meeting, appoint any person (a sub-proxy) to act on his or its behalf in connection with any meeting of Noteholders and any adjourned such meeting. All references to proxy or proxies in this Schedule other than in this paragraph shall be read so as to include references to "sub-proxy" or "sub-proxies".

2.

The Issuer or the Trustee may at any time and the Issuer shall upon a requisition in writing in the English language signed by the holders of not less than one-tenth in nominal amount of the Notes for the time being outstanding convene a meeting of the Noteholders and if the Issuer makes default for a period of seven days in convening such a meeting the same may be convened by the Trustee or the requisitionists. Every such meeting shall be held at such time and place (which need not be a physical place and instead may be by way of audio or video conference call) as the Trustee may appoint or approve.

3.

At least 21 days' notice (exclusive of the day on which the notice is given and the day on which the meeting is to be held) specifying the place (which need not be a physical place and instead may be by way of conference call), day and hour of meeting shall be given to the holders of the relevant Notes prior to any meeting of such holders in the manner provided by Condition 14. Such notice, which shall be in the English language, shall state generally the nature of the business to be transacted at the meeting thereby convened but (except for an Extraordinary Resolution) it shall not be necessary to specify in such notice the terms of any resolution to be proposed. Such notice shall include statements, if applicable, to the effect that (i) Bearer Notes may, not less than 48 hours before the time fixed for the meeting, be deposited with Paying Agents or (to their satisfaction) held to their order or under their control or blocked in an account with a clearing system for the purpose

147


of obtaining voting certificates or appointing proxies and (ii) the holders of Registered Notes may appoint proxies by executing and delivering a form of proxy in the English language to the specified office of the Registrar not less than 48 hours before the time fixed for the meeting or, in the case of corporations, may appoint representatives by resolution of their directors or other governing body and delivering a certified copy thereof to the specified office of the Registrar. A copy of the notice shall be sent by post to the Trustee (unless the meeting is convened by the Trustee) and to the Issuer (unless the meeting is convened by the Issuer) and to each Agent (other than the Calculation Agent).

4.

A person (who may but need not be a Noteholder) nominated in writing by the Trustee shall be entitled to take the chair at the relevant meeting or adjourned meeting but if no such nomination is made or if at any meeting or adjourned meeting the person nominated shall not be present within 15 minutes after the time appointed for holding the meeting or adjourned meeting the Noteholders present shall choose one of their number to be Chairman, failing which the Issuer may appoint a Chairman. The Chairman of an adjourned meeting need not be the same person as was Chairman of the meeting from which the adjournment took place.

5.

At any such meeting one or more persons present holding Definitive Notes or voting certificates or being proxies or representatives and holding or representing in the aggregate not less than one- twentieth of the nominal amount of the Notes for the time being outstanding shall (except for the purpose of passing an Extraordinary Resolution) form a quorum for the transaction of business and no business (other than the choosing of a Chairman) shall be transacted at any meeting unless the requisite quorum be present at the commencement of the relevant business. The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be one or more persons present holding Definitive Notes or voting certificates or being proxies or representatives and holding or representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding.

6.

If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for any such meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudice to the transaction of the business (if any) for which a quorum is present, the meeting shall if convened upon the requisition of Noteholders be dissolved. In any other case it shall stand adjourned to the same day in the next week (or if such day is a public holiday the next succeeding business day) at the same time and place (except in the case of a meeting at which an Extraordinary Resolution is to be proposed in which case it shall stand adjourned for such period, being not less than 13 clear days nor more than 42 clear days, and to such place (which need not be a physical place and instead may be by way of audio or video conference call) as may be appointed by the Chairman either at or subsequent to such meeting and approved by the Trustee). If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for any adjourned meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudice to the transaction of the business (if any) for which a quorum is present, the Chairman may either (with the approval of the Trustee) dissolve such meeting or adjourn the same for such period, being not less than 13 clear days (but without any maximum number of clear days), and to such place (which need not be a physical place and instead may be by way of audio or video conference call) as may be appointed by the Chairman either at or subsequent to such adjourned meeting and approved by the Trustee, and the provisions of this sentence shall apply to all further adjourned such meetings. At any adjourned meeting one or more persons present holding Definitive Notes or voting certificates or being proxies or representatives (whatever the nominal amount of the Notes so held or represented by them) shall form a quorum and shall have power to pass any resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had the requisite quorum been present.

7.

Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall be given in the same manner as notice of an original meeting but as if 10 were substituted for 21 in

148


paragraph 3 above and such notice shall state the required quorum. Subject as aforesaid it shall not be necessary to give any notice of an adjourned meeting.

8.

Every question submitted to a meeting shall be decided in the first instance by a show of hands and in case of equality of votes the Chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Noteholder or as a holder of a voting certificate or as a proxy or as a representative.

9.

At any meeting unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman, the Issuer, the Trustee or any person present holding a Definitive Note of the relevant Series or a voting certificate or being a proxy or representative (whatever the nominal amount of the Notes so held or represented by him) a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

10.

Subject to paragraph 12 below, if at any such meeting a poll is so demanded it shall be taken in such manner and subject as hereinafter provided either at once or after an adjournment as the Chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the motion on which the poll has been demanded.

11.

The Chairman may with the consent of (and shall if directed by) any such meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully (but for lack of required quorum) have been transacted at the meeting from which the adjournment took place.

12.

Any poll demanded at any such meeting on the election of a Chairman or on any question of adjournment shall be taken at the meeting without adjournment.

13.

The Trustee and its lawyers and any director, officer or employee of a corporation being a trustee of these presents and any director or officer of the Issuer and its or their lawyers and any other person authorised so to do by the Trustee may attend and speak at any meeting. Save as aforesaid, but without prejudice to the proviso to the definition of "outstanding" in Clause 1, no person shall be entitled to attend and speak nor shall any person be entitled to vote at any meeting of Noteholders or join with others in requesting the convening of such a meeting or to exercise the rights conferred on Noteholders by Condition 11 unless he either produces the Definitive Bearer Note or Definitive Bearer Notes of which he is the holder or a voting certificate or is a proxy or a representative or is the holder of a Registered Note or Registered Notes in definitive form. No person shall be entitled to vote at any meeting in respect of Notes held by, for the benefit of, or on behalf of, the Issuer, any Subsidiary of the Issuer (including any Retained Notes), any Holding Company of the Issuer or  other Subsidiary of such Holding Company. Nothing herein shall prevent any of the proxies named in any block voting instruction or form of Proxy from being a director, officer or representative of or otherwise connected with the Issuer.

14.

Subject as provided in paragraph 13 hereof at any meeting:

(a)

on a show of hands every person who is present in person and produces a Definitive Bearer Note or voting certificate or is a holder of a Registered Note in definitive form or is a proxy or representative shall have one vote; and

(b)

on a poll every person who is so present shall have one vote in respect of each €1.00 or such other amount as the Trustee may in its absolute discretion stipulate (or, in the case of

149


meetings of holders of Notes denominated in another currency, such amount in such other currency as the Trustee in its absolute discretion may stipulate) in nominal amount of the Definitive Bearer Notes so produced or represented by the voting certificate so produced or in respect of which he is a proxy or representative or in respect of which (being a Registered Note in definitive form) he is the registered holder.

Without prejudice to the obligations of the proxies named in any block voting instruction or form of proxy any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

15.

The proxies named in any block voting instruction or form of proxy need not be Noteholders.

16.

Each block voting instruction together (if so requested by the Trustee) with proof satisfactory to the Trustee of its due execution on behalf of the relevant Paying Agent and each form of proxy or resolution appointing a representative shall be deposited by the relevant Paying Agent (or as the case may be) by the Registrar or the relevant Transfer Agent at such place as the Trustee shall approve not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the proxies named in the block voting instruction or form of proxy propose to vote and in default the block voting instruction or form of proxy or resolution appointing a representative shall not be treated as valid unless the Chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A certified copy of each block voting instruction or form of proxy or resolution appointing a representative shall be deposited with the Trustee before the commencement of the meeting or adjourned meeting but the Trustee shall not thereby be obliged to investigate or be concerned with the validity of or the authority of the proxies named in any such block voting instruction or form of proxy or of the representative named in such resolution.

17.

Any vote given in accordance with the terms of a block voting instruction or form of proxy or resolution appointing a representative shall be valid notwithstanding the previous revocation or amendment of the block voting instruction or form of proxy or of any of the relevant Noteholders' instructions pursuant to which it was executed provided that no intimation in writing of such revocation or amendment shall have been received from the relevant Paying Agent or in the case of Registered Note from the holder thereof by the Issuer at its registered office (or such other place as may have been required or approved by the Trustee for the purpose) by the time being 24 hours before the time appointed for holding the meeting or adjourned meeting at which the block voting instruction or form of proxy is to be used.

18.

A meeting of the Noteholders shall in addition to the powers hereinbefore given have the following powers exercisable only by Extraordinary Resolution (subject to the provisions relating to quorum contained in paragraphs 5 and 6 above) namely:

(a)

Power to sanction any compromise or arrangement proposed to be made between the Issuer, the Trustee, any Appointee and the Noteholders and Couponholders or any of them.

(b)

Power to sanction any abrogation, modification, compromise or arrangement in respect of the rights of the Trustee, any Appointee, the Noteholders, the Couponholders, the Issuer against any other or others of them or against any of their property whether such rights shall arise under these presents or otherwise.

(c)

Power to assent to any modification of the provisions of these presents which shall be proposed by the Issuer, the Trustee or any Noteholder.

(d)

Power to give any authority or sanction which under the provisions of these presents is required to be given by Extraordinary Resolution.

150


(e)

Power to appoint any persons (whether Noteholders or not) as a committee or committees to represent the interests of the Noteholders and to confer upon such committee or committees any powers or discretions which the Noteholders could themselves exercise by  Extraordinary Resolution.

(f)

Power to approve of a person to be appointed a trustee and power to remove any trustee or trustees for the time being of these presents.

(g)

Power to discharge or exonerate the Trustee and/or any Appointee from all liability in respect of any act or omission for which the Trustee and/or such Appointee may have become responsible under these presents.

(h)

Power to authorise the Trustee and/or any Appointee to concur in and execute and do all such deeds, instruments, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution.

(i)

Power to sanction any scheme or proposal for the exchange or sale of the Notes for or the conversion of the Notes into or the cancellation of the Notes in consideration of shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities of the Issuer or any other company formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash and for the appointment of some person with the power on behalf of the Noteholders to execute an instrument of transfer of the Registered Notes held by them in favour of the persons with or to whom the Notes are to be exchanged or sold respectively.

19.

Any resolution (i) passed at a meeting of the Noteholders duly convened and held in accordance with these presents, (ii) passed as a resolution in writing in accordance with these presents or (iii) passed by way of electronic consents given by holders through the relevant Clearing System(s) in accordance with these presents shall be binding upon all the Noteholders whether present or not present at such meeting and whether or not voting and upon all Couponholders and each of them shall be bound to give effect thereto accordingly and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof. Notice of the result of the voting on any resolution duly considered by the Noteholders shall be published in accordance with Condition 14 by the Issuer within 14 days of such result being known PROVIDED THAT the non- publication of such notice shall not invalidate such result.

20.

The expression Extraordinary Resolution when used in these presents means (a) a resolution passed at a meeting of the Noteholders duly convened and held in accordance with these presents by a majority consisting of not less than three-fourths of the persons voting thereat upon a show of hands or if a poll is duly demanded by a majority consisting of not less than three-fourths of the votes cast on such poll; or (b) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, which resolution in writing may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the Noteholders; or (c) consent given by way of electronic consents through the relevant Clearing System(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding.

21.

Minutes of all resolutions and proceedings at every meeting of the Noteholders shall be made and entered in books to be from time to time provided for that purpose by the Issuer and any such minutes as aforesaid if purporting to be signed by the Chairman of the meeting at which such resolutions were passed or proceedings transacted shall be conclusive evidence of the matters therein contained and until the contrary is proved every such meeting in respect of the proceedings of which

151


minutes have been made shall be deemed to have been duly held and convened and all resolutions passed or proceedings transacted thereat to have been duly passed or transacted.

22.         (a)

If and whenever the Issuer shall have issued and have outstanding Notes of more than one   Series the foregoing provisions of this Schedule shall have effect subject to the following modifications:

(i)

a resolution which in the opinion of the Trustee affects the Notes of only one Series shall be deemed to have been duly passed if passed at a separate meeting (or by a separate resolution in writing or by a separate resolution passed by way of consents received through the relevant Clearing System(s)) of the holders of the Notes of that Series;

(ii)

a resolution which in the opinion of the Trustee affects the Notes of more than one Series but does not give rise to a conflict of interest between the holders of Notes of any of the Series so affected shall be deemed to have been duly passed if passed at a single meeting (or by a single resolution in writing or by a single resolution passed by way of consents received through the relevant Clearing System(s)) of the holders of the Notes of all the Series so affected;

(iii)

a resolution which in the opinion of the Trustee affects the Notes of more than one Series and gives or may give rise to a conflict of interest between the holders of the Notes of one Series or group of Series so affected and the holders of the Notes of another Series or group of Series so affected shall be deemed to have been duly passed only if passed at separate meetings (or by separate resolutions in writing or by separate resolutions passed by way of consents received through the relevant Clearing System(s)) of the holders of the Notes of each Series or group of Series so affected; and

(iv)

to all  such meetings  all  the  preceding  provisions  of  this  Schedule  shall  mutatis mutandis apply as though references therein to Notes and Noteholders were references to the Notes of the Series or group of Series in question or to the holders of such Notes, as the case may be.

(b)

If the  Issuer shall have issued and have outstanding Notes which are not denominated in    euro, in the case of any meeting of holders of Notes of more than one currency, the nominal amount of such Notes shall (i) for the purposes of paragraph 2 above be the equivalent in euro at the spot rate of a bank nominated by the Trustee for the conversion of the relevant currency or currencies into euro on the seventh dealing day prior to the day on which the requisition in writing is received by the Issuer and (ii) for the purposes of paragraphs 5, 6 and 14 above (whether in respect of the meeting or any adjourned such meeting or any poll resulting therefrom) be the equivalent at such spot rate on the seventh dealing day prior to the day of such meeting. In such circumstances, on any poll each person present shall have one vote for each €1.00 (or such other euro amount as the Trustee may in its absolute discretion stipulate) in nominal amount of the Notes (converted as above) which he holds or represents.

23.

Subject to all other provisions of these presents the Trustee may, without the consent of the Issuer, the Noteholders or the Couponholders, prescribe such further regulations regarding the  requisitioning and/or the holding of meetings of Noteholders and attendance and voting thereat as  the Trustee may in its sole discretion think fit and agree to the holding of meetings by audio or video conference call in circumstances where it may be impractical or inadvisable to hold physical meetings.

152


SIGNATORIES

THE COMMON SEAL of

)

VODAFONE GROUP PLC

)

was affixed to this deed in the presence

)

of:

)

Director

Secretary

THE COMMON SEAL of

)

THE LAW DEBENTURE TRUST

)

CORPORATION p.l.c. was affixed to this

)

deed in the presence of:

)

Director

Authorised Signatory

153


16 July 1999

(as amended and restated most

recently on 16 September 2021)

VODAFONE GROUP PLC

(formerly called Vodafone AirTouch

Plc)

and

THE LAW DEBENTURE TRUST

CORPORATION p.l.c.

relating to a

€30,000,000,000

Euro Medium Term Note Programme

TRUST DEED

Graphic

Allen & Overy LLP


SIGNATORIES TO THE SIXTEENTH SUPPLEMENTAL TRUST DEED

EXECUTED and delivered as a DEED for and on

)

behalf of

)

VODAFONE GROUP PLC

)

acting by

)

Graphic

in the presence of:

(Signature of Witness):    Graphic

(Name of Witness):

CHARLES CRAFT

(Address of Witness)

171 ROMMANY ROAD, SE27, GPR, UK

(Occupation of Witness):

TREASURY EXECUTIVE


Graphic

EXECUTED and delivered as a DEED on

behalf of

THE LAW DEBENTURE TRUST

)

CORPORATION p.l.c

)

by

Graphic

)

Representing Law Debenture Corporate Services Ltd


16 SEPTEMBER 2021

VODAFONE GROUP PLC

and

THE LAW DEBENTURE TRUST

CORPORATION p.l.c.

further modifying and restating the

provisions of

the Trust Deed dated 16 July 1999

relating to a

€30,000,000,000

Euro Medium Term Note Programme

SIXTEENTH

SUPPLEMENTAL

TRUST DEED

Graphic

Allen & Overy LLP


Exhibit 2.4

EXECUTION VERSION

FIRST SUPPLEMENTAL TRUST DEED

16 SEPTEMBER 2021

VODAFONE INTERNATIONAL FINANCING DAC

and

VODAFONE GROUP PLC

and

THE LAW DEBENTURE TRUST CORPORATION p.l.c.

modifying and restating the provisions of the Trust Deed dated 27 July 2020

relating to a

€30,000,000,000

Euro Medium Term Note Programme

Graphic

Allen & Overy LLP

0011398-0004801 ICM:23343279.5


THIS FIRST SUPPLEMENTAL TRUST DEED is made on 16 September 2021

BETWEEN:

(1)

VODAFONE INTERNATIONAL FINANCING DAC, a designated activity company limited by shares and incorporated in Ireland with registered number 672776, whose registered office is at 2nd Floor, Palmerston House, Fenian Street, Dublin 2, Ireland (the Issuer);

(2)

VODAFONE GROUP PLC, a company incorporated with limited liability in England and Wales with registered number 1833679, whose registered office is at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England (the Guarantor); and

(3)

THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated with limited liability in England and Wales with registered number 1675231, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, England (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of these presents) as trustee for the Noteholders and the Couponholders.

WHEREAS:

(A)

This First Supplemental Trust Deed is supplemental to the Trust Deed dated 27 July 2020 (hereinafter called the Principal Trust Deed) made between the Issuer, the Guarantor and the Trustee and relating to the Euro Medium Term Note Programme (the Programme) established by the Issuer.

(B)

On 16 September 2021 the Issuer published a modified and updated Prospectus (the Prospectus) relating to the Programme.

NOW THIS FIRST SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS HEREBY AGREED AND DECLARED as follows:

1.

SUBJECT as hereinafter provided and unless there is something in the subject matter or context inconsistent therewith all words and expressions defined in the Principal Trust Deed shall have the same meanings in this First Supplemental Trust Deed.

2.

SAVE:

(a)

in relation to all Series of Notes the first Tranche of which was issued on or prior to the day last preceding the date of this First Supplemental Trust Deed; and

(b)

for the purpose (where necessary) of construing the provisions of this First Supplemental Trust Deed,

with effect on and from the date of this First Supplemental Trust Deed:

(i)

the Principal Trust Deed is modified in such manner as would result in the Principal Trust Deed as  so modified being in the form set out in the Schedule hereto; and

(ii)

the provisions of the Principal Trust Deed insofar as the same still have effect shall cease to have effect and in lieu thereof the provisions of the Principal Trust Deed as so modified and restated (and being in the form set out in the Schedule hereto) shall have effect.


3.

FOR the avoidance of doubt, the Principal Trust Deed (without the modifications made hereby) shall continue to have effect in relation to all Series of Notes the first Tranche of which was issued on or prior to the day last preceding the date of this First Supplemental Trust Deed.

4.

THE Principal Trust Deed shall henceforth be read and construed as one document with this First Supplemental Trust Deed.

5.

A Memorandum of this First Supplemental Trust Deed shall be endorsed by the Trustee on the Principal Trust Deed and by the Issuer on its duplicate thereof.

IN WITNESS whereof this First Supplemental Trust Deed has been executed by the Issuer, the Guarantor and the Trustee as a deed and delivered on the day and year first above written.


THE SCHEDULE

FORM OF MODIFIED PRINCIPAL TRUST DEED

TRUST DEED

27 JULY 2020

(AS AMENDED AND RESTATED ON 16 SEPTEMBER 2021)

VODAFONE INTERNATIONAL FINANCING DAC

and

VODAFONE GROUP PLC

and

THE LAW DEBENTURE TRUST CORPORATION p.l.c.

relating to a

€30,000,000,000

Euro Medium Term Note Programme


CONTENTS

Clause

Page

1.

Definitions

1

2.

Amount and issue of the Notes

12

3.

Forms of the Notes

15

4.

Fees, Duties and Taxes

17

5.

Covenant of Compliance

18

6.

Cancellation of Notes and Records

18

7.

Enforcement

19

8.

Guarantee

19

9.

Proceedings, Action and Indemnification

21

10.

Application of Moneys

22

11.

Notice of Payments

22

12.

Investment by Trustee

23

13.

Partial Payments

23

14.

Covenants by the Issuer and the Guarantor

23

15.

Remuneration and Indemnification of Trustee

27

16.

Supplement to Trustee Acts

28

17.

Trustee's Liability

32

18.

Trustee contracting with the Issuer and the Guarantor

33

19.

Waiver, Authorisation and Determination

33

20.

Holder of Definitive Bearer Note assumed to be Couponholder

34

21.

Substitution and Consolidation Merger, Conveyance, Transfer or Lease

34

22.

Currency Indemnity

39

23.

New Trustee

40

24.

Trustee's Retirement and Removal

40

25.

Trustee's powers to be additional

41

26.

Notices

41

27.

Governing Law

42

28.

Submission to Jurisdiction

42

29.

Counterparts

42

30.

Contracts (Rights of Third Parties) Act 1999

42

Schedule

1.

Terms and Conditions of the Notes

43

2.

Forms of Global and Definitive Notes, Certificates, Coupons and Talons

103

Part 1

Form of Temporary Global Note

103

Part 2

Form of Permanent Global Note

113

Part 3

Form of Regulation S Global Certificate

124

Part 4

Form of DTC Restricted Global Certificate

130

Part 5

Form of Definitive Note

137

Part 6

Form of Coupon

142

Part 7

Form of Talon

143

Part 8

Form of Regulation S Certificate

145

Part 9

Form of DTC Restricted Certificate

150

3.

Provisions for Meetings of Noteholders

156

Signatories to the Trust Deed

164


THIS TRUST DEED is made on 16 September 2021

BETWEEN:

(1)

VODAFONE INTERNATIONAL FINANCING DAC, a designated activity company limited by shares and incorporated in Ireland with registered number 672776, whose registered office is at 2nd Floor, Palmerston House, Fenian Street, Dublin 2, Ireland (the Issuer);

(2)

VODAFONE GROUP PLC, a company incorporated with limited liability in England and Wales with registered number 1833679, whose registered office is at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England (the Guarantor); and

(3)

THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated with limited liability in England and Wales with registered number 1675231, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, England (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of these presents) as trustee for the Noteholders and the Couponholders (each as defined below).

WHEREAS:

(1)

By a resolution of the Board of Directors of the Issuer passed on 21 July 2020 the Issuer resolved to establish, and most recently pursuant to resolutions of the Board of Directors of the Issuer passed on 29 June 2021, maintain a Euro Medium Term Note Programme pursuant to which the Issuer may from time to time issue Notes as set out therein and herein. Notes up to a maximum nominal amount (including, for the avoidance of doubt, any Retained Notes) (calculated in accordance with Clause 3.5 of the Programme Agreement (as defined below)) from time to time outstanding of €30,000,000,000 (subject to increase as provided in the Programme Agreement) (the Programme Limit) may be issued pursuant to the said Programme.

(2)

By a resolution of the Board of Directors of the Guarantor passed on 30 March 2021 the Guarantor has resolved to guarantee all Notes issued under the said Programme.

(3)

The Trustee has agreed to act as trustee of these presents for the benefit of the Noteholders and the Couponholders upon and subject to the terms and conditions of these presents.

NOW THIS TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED as follows:

1.

DEFINITIONS

1.1

In these presents unless there is anything in the subject or context inconsistent therewith the following expressions shall have the following meanings:

Agency Agreement means the agency agreement dated 27 July 2020, as amended and/or supplemented and/or restated from time to time, pursuant to which the Issuer and the Guarantor have appointed the Issuing and Principal Paying Agent and the other Agents in relation to all or any Series of the Notes and any other agreement for the time being in force appointing further or other Agents in relation to all or any Series of the Notes, or in connection with their duties, the terms of which have previously been approved in writing by the Trustee, together with any agreement for the time being in force amending or modifying with the prior written approval of the Trustee any of the aforesaid agreements;

1


Agents means, in relation to all or any Series of the Notes, the Issuing and Principal Paying Agent, the other Paying Agents, the Calculation Agent, the Registrar, the other Transfer Agents or any of them;

Appointee means any attorney, manager, agent, delegate, nominee or other person appointed by the Trustee under these presents;

Auditors means the auditors for the time being of the Issuer or, as the case may be, the Guarantor or, in the event of their being unable or unwilling promptly to carry out any action requested of them pursuant to the provisions of these presents, such other firm of accountants as may be nominated or approved by the Trustee for the purposes of these presents;

Authorised Signatory means any person who (a) is a Director or the Secretary of the Issuer or the Guarantor (as the case may be) or (b) has been notified by the Issuer or the Guarantor (as the case may be) in writing to the Trustee as being duly authorised to sign documents and to do other acts and things on behalf of the Issuer or the Guarantor (as the case may be) for the purposes of this Trust Deed;

Bearer Note means a Note that is in bearer form;

Calculation Agency Agreement means in relation to all or any Series of the Notes an agreement in or substantially in the form of Schedule I to the Agency Agreement;

Calculation Agent means, in relation to all or any Series of the Notes, the person appointed as such from time to time pursuant to the provisions of the Calculation Agency Agreement or any Successor calculation agent in relation thereto;

Certificate means a Definitive or Global Certificate representing one or more Registered Notes of the same Series and, save as provided in the Conditions, comprising the entire holding by a Noteholder of his Registered Notes of that Series;

CGN means a Temporary Global Note or a Permanent Global Note and in either case in respect of which the applicable Final Terms do not specify that it is a New Global Note;

Clearstream, Luxembourg means Clearstream Banking S.A.;

CMS Linked Notes means Notes specified as such in the applicable Final Terms;

Conditions means, in relation to the Notes of any Series, the terms and conditions endorsed on or incorporated by reference into the Note or Notes constituting or Certificate or certificates representing such Series, such terms and conditions being in or substantially in the form set out in the First Schedule or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s) as completed and/or (in the case of Exempt Notes) modified and/or replaced by the Final Terms applicable to the Notes of the relevant Series, in each case as from time to time modified in accordance with the provisions of these presents;

Coupon means an interest coupon appertaining to a Definitive Bearer Note (other than a Zero Coupon Note), such coupon being:

(a)

if appertaining to a Fixed Rate Note, in the form or substantially in the form set out in Part 6 A of the Second Schedule or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s); or

2


(b)

if appertaining to a Floating Rate Note, CMS Linked Note, an Inflation Linked Interest Note or a Sustainability-Linked Note, in the form or substantially in the form set out in Part 6 B of the Second Schedule or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s); or

(c)

if appertaining to a Definitive Note which is neither a Fixed Rate Note nor a Floating Rate Note nor a CMS Linked Note nor an Inflation Linked Interest Note nor a Sustainability- Linked Note, in such form as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s),

and includes, where applicable, the Talon(s) appertaining thereto and any replacements for Coupons and Talons issued pursuant to Condition 11;

Couponholders means the several persons who are for the time being holders of the Coupons and includes, where applicable, the holders of the Talons;

Dealers means the entities named as Dealers in the Programme Agreement and any other entity which the Issuer and the Guarantor may appoint as a Dealer and notice of whose appointment has been given to the Issuing and Principal Paying Agent and the Trustee by the Issuer in accordance with the provisions of the Programme Agreement but excluding any entity whose appointment has been terminated in accordance with the provisions of the Programme Agreement and notice of which termination has been given to the Issuing and Principal Paying Agent and the Trustee by the Issuer in accordance with the provisions of the Programme Agreement and references to a relevant Dealer or relevant Dealer(s) mean, in relation to any Tranche or Series of Notes, the Dealer or Dealers with whom the Issuer has agreed the issue of the Notes of such Tranche or Series and Dealer means any one of them;

Definitive Bearer Note means a bearer Note in definitive form issued or, as the case may require, to be issued by the Issuer in accordance with the provisions of the Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s), the Agency Agreement and these presents in exchange for either a Temporary Global Note or part thereof or a Permanent Global Note (all as indicated in the applicable Final Terms), such bearer Note in definitive form being in the form or substantially in the form set out in Part 5 of the Second Schedule with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s) and having the Conditions endorsed thereon or, if permitted by the relevant Stock Exchange, incorporating the Conditions by reference (where applicable to this Trust Deed) as indicated in the applicable Final Terms and having the relevant information completing the Conditions appearing in the applicable Final Terms endorsed thereon or attached thereto and (except in the case of a Zero Coupon Note in bearer form) having Coupons and, where appropriate, Talons attached thereto on issue;

Definitive Certificate means a definitive Regulation S Certificate or DTC Restricted Certificate in or substantially in the form set out in Parts 8 and 9 of the Second Schedule, respectively with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee, the Registrar and the relevant Dealer(s), representing one or more Regulation S Registered Notes or DTC Restricted Registered Notes, respectively of the same Series;

Directors means the Board of Directors for the time being of the Issuer or, as the case may be, the Guarantor, and Director means any one of them;

DTC means The Depository Trust Company;

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DTC Restricted Certificate means a Definitive Certificate representing DTC Restricted Registered Notes in or substantially in the form set out in Part 9 of the Second Schedule, with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent (or any other agent appointed in respect of the issuance of any DTC Restricted Registered Notes (as applicable)), the Trustee, the Registrar and the relevant Dealer(s), bearing the Rule 144A Legend and includes any replacement thereof issued pursuant to the Conditions and any DTC Restricted Global Certificate;

DTC Restricted Global Certificate means a Global Certificate in or substantially in the form set out in Part 4 of the Second Schedule with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent (or any other agent appointed in respect of the issuance of any DTC Restricted Registered Notes (as applicable)), the Trustee, the Registrar and the relevant Dealer(s), and bearing the Rule 144A Legend and the legends required by DTC;

DTC Restricted Registered Note means a Registered Note represented by a DTC Restricted Global Certificate or DTC Restricted Certificate, as the case may be;

Early Redemption Amount has the meaning set out in Condition 7(g); Early Termination Event has the meaning set out in Condition 5(i)(ii)(E); Euroclear means Euroclear Bank SA/NV;

Euronext Dublin means The Irish Stock Exchange plc trading as Euronext Dublin;

Eurosystem-eligible NGN means a NGN which is intended to be held in a manner which would allow Eurosystem eligibility, as stated in the applicable Final Terms;

Event of Default means any of the conditions, events or acts provided in Condition 10(A) to be Events of Default (being events upon the happening of which the Notes of any Series would, subject only to declaration by the Trustee as therein provided, become immediately due and repayable);

Exchangeable Bearer Note means a Bearer Note that is exchangeable in accordance with its terms for a Registered Note;

Exempt Notes has the meaning set out in the Programme Agreement;

Extraordinary Resolution has the meaning set out in paragraph 20 of the Third Schedule in relation to any Series of Notes;

FCA means the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000;

Final Terms has the meaning set out in the Programme Agreement;

Fixed Rate Note means a Note on which interest is calculated at a fixed rate payable in arrear on a fixed date or fixed dates in each year and on redemption or on such other dates as may be agreed between the Issuer and the relevant Dealer(s) (as indicated in the applicable Final Terms);

Floating Rate Note means a Note on which interest is calculated at a floating rate payable one-, two-, three-, six- or twelve-monthly or in respect of such other period or on such date(s) as may be agreed between the Issuer and the relevant Dealer(s) (as indicated in the applicable Final Terms);

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Global Certificate means a Regulation S Global Certificate or a DTC Restricted Global Certificate in or substantially in the forms set out in Part 3 and Part 4 of the Second Schedule, respectively, with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent (or, in the case of any DTC Restricted Registered Notes, any other agent appointed in respect of the issuance of any DTC Restricted Registered Notes (as applicable)), the Trustee, the Registrar and the relevant Dealer(s), representing Regulation S Registered Notes or DTC Restricted Registered Notes, respectively, or one or more Tranches of the same Series that are registered in the name of a nominee for Euroclear, Clearstream, Luxembourg and/or DTC and/or any other clearing system;

Global Note means a Temporary Global Note and/or a Permanent Global Note, as the context may require;

Holding Company has the meaning set out in Condition 16;

Indexation Adviser has the meaning set out in Condition 5(a);

Inflation Linked Interest Note means a Note in respect of which the amount payable in respect of interest is calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer(s) may agree (as indicated in the applicable Final Terms);

Inflation Linked Note means an Inflation Linked Interest Note and/or an Inflation Linked Redemption Amount Note, as applicable;

Inflation Linked Redemption Amount Note means a Note in respect of which the amount payable in respect of principal is calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer(s) may agree (as indicated in the applicable Final Terms);

Interest Commencement Date means, in the case of interest-bearing Notes, the date specified in the applicable Final Terms from (and including) which such Notes bear interest, which may or may not be the Issue Date;

Interest Payment Date means, in relation to any Floating Rate Note, CMS Linked Note or Inflation Linked Interest Note, either:

(a)

the date which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or the Interest Commencement Date (in the case of the first Interest Payment Date); or

(b)

such date or dates as are indicated in the applicable Final Terms;

Issue Date means, in respect of any Note, the date of issue and purchase of such Note pursuant to and in accordance with the Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s);

Issue Price means the price, generally expressed as a percentage of the nominal amount of the Notes, at which the Notes will be issued;

Issuing and Principal Paying Agent means, in relation to all or any Series of the Notes, HSBC Bank plc at its office at 8 Canada Square, London E14 5HQ, England, or, if applicable, any Successor agent in relation thereto;

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Liability means any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever (including, without limitation, in respect of taxes, duties, levies, imposts and other charges) and including any amount in respect of value added tax or similar tax charged or chargeable in respect thereof and legal fees and expenses on a full indemnity basis;

London Business Day has the meaning set out in Condition 4(b)(vii);

Market means Euronext Dublin's regulated market which is a regulated market for the purposes of the Markets in Financial Instruments Directive;

Markets in Financial Instruments Directive means Directive 2014/65/EU (as amended);

Maturity Date means the date on which a Note is expressed to be redeemable;

NGN means a Temporary Global Note or a Permanent Global Note and in either case in respect of which the applicable Final Terms specify that the Global Note is a New Global Note;

Note means a note issued pursuant to the Programme and denominated in such currency or currencies as may be agreed between the Issuer and the relevant Dealer(s) which:

(a)

has such maturity as may be agreed between the Issuer and the relevant Dealer(s), subject to such minimum or maximum maturity as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant currency; and

(b)

has such denomination as may be agreed between the Issuer and the relevant Dealer(s), subject to such minimum denomination as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant currency,

issued or to be issued by the Issuer pursuant to the Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s), the Agency Agreement and these presents and which may be issued in bearer or registered form. Notes which are issued in bearer form shall initially be represented by, and comprised in, either (i) a Temporary Global Note which may (in accordance  with the terms of such Temporary Global Note) be exchanged for Definitive Bearer Notes or Registered Notes or a Permanent Global Note, which Permanent Global Note may (in accordance with the terms of such Permanent Global Note) in turn be exchanged for Definitive Bearer Notes or Registered Notes or (ii) a Permanent Global Note which may (in accordance with the terms of such Permanent Global Note) be exchanged for Definitive Bearer Notes or Registered Notes and which shall, in the case of Registered Notes, initially be represented by, and comprised in, a Regulation S Global Certificate and/or a DTC Restricted Global Certificate each of which may, in accordance  with their terms, in turn be exchanged for Definitive Certificates (all as indicated in the applicable Final Terms) and includes any replacements for a Note issued pursuant to Condition 11;

Noteholder and holder have the meanings set out in the Conditions;

notice means, in respect of a notice to be given to Noteholders, a notice validly given pursuant to Condition 14;

NSS means the New Safekeeping Structure for registered global securities which are intended to constitute eligible collateral for Eurosystem monetary policy operations;

Official List has the meaning set out in Section 103 of the Financial Services and Markets Act 2000;

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outstanding in relation to the Notes, means all Notes issued other than:

(a)

those Notes which have been redeemed pursuant to these presents or the Conditions;

(b)

those Notes in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption moneys (including all interest payable thereon) have been duly paid to the Trustee or have been duly paid to the Issuing and Principal Paying Agent in the manner provided in the Agency Agreement (and where appropriate notice to that effect has been given to the relative Noteholders in accordance with Condition 14) and remain available for payment against presentation of the relevant Notes, Certificates and/or Coupons;

(c)

those Notes which have been purchased and cancelled in accordance with Conditions 7(h) and (i);

(d)

those Notes which have become void under Condition 9;

(e)

those mutilated or defaced Bearer Notes which have been surrendered and cancelled and in respect of which replacements have been issued pursuant to Condition 11;

(f)

(for the purpose only of ascertaining the nominal amount of the Notes outstanding and without prejudice to the status for any other purpose of the relevant Notes) those Bearer Notes which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued pursuant to Condition 11;

(g)

those Exchangeable Bearer Notes that have been exchanged for Registered Notes; and

(h)

any Temporary Global Note to the extent that it shall have been exchanged for Definitive Bearer Notes or a Permanent Global Note and any Permanent Global Note to the extent that it shall have been exchanged for Definitive Bearer Notes in each case pursuant to its provisions, the provisions of these presents and the Agency Agreement,

PROVIDED THAT for each of the following purposes, namely:

(i)

the right to attend and vote at any meeting of the holders of the Notes of any Series, an Extraordinary Resolution in writing or an Extraordinary Resolution by way of electronic consents through the relevant Clearing System(s) as envisaged by paragraph 20 of the Third Schedule and any direction or request by the holders of the Notes of any Series;

(j)

the determination of how many and which Notes of any Series are for the time being outstanding for the purposes of Clause 9.1, Conditions 10 and 16 and paragraphs 2, 5, 6 and 9 of the Third Schedule;

(k)

any discretion, power or authority (whether contained in these presents or vested by operation of law) which the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the holders of the Notes of any Series; and

(l)

the determination by the Trustee whether any event, circumstance, matter or thing is, in its opinion, materially prejudicial to the interests of the holders of the Notes of any Series,

those Notes of the relevant Series (if any) which are for the time being held by or on behalf of the Issuer (including any Retained Notes), the Guarantor, any other Subsidiary of the Guarantor, any Holding Company of the Guarantor or other Subsidiary of such Holding Company, in each case as beneficial owner, shall (unless and until ceasing to be so held) be deemed not to remain outstanding.

7


Save for the purposes of the proviso herein, in the case of each NGN, the Trustee shall rely on the records of Euroclear and Clearstream, Luxembourg in relation to any determination of the nominal amount outstanding of each NGN;

Paying Agents means, in relation to all or any Series of the Notes, the several institutions (including, where the context permits, the Issuing and Principal Paying Agent) at their respective specified offices initially appointed as paying agents in relation to such Notes by the Issuer and the Guarantor pursuant to the Agency Agreement and/or, if applicable, any Successor paying agents in relation thereto;

Permanent Global Note means a global note in the form or substantially in the form set out in Part 2 of the Second Schedule with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s), together with the copy of the applicable Final Terms annexed thereto, comprising some or all of the Notes of the same Series, issued by the Issuer pursuant to the Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s), the Agency Agreement and these presents;

Person means any individual, corporation, partnership, joint venture, trust, unincorporated organisation or government, or any agency or political sub-division thereof;

Potential Event of Default means any condition, event or act which, with the lapse of time and/or the giving of notice and/or the issue of any certificate, would constitute an Event of Default;

Programme means the Euro Medium Term Note Programme established by, or otherwise contemplated in, the Programme Agreement;

Programme Agreement means the agreement of even date herewith between the Issuer, the Guarantor and the Dealers named therein concerning the purchase of Notes to be issued pursuant to the Programme together with any agreement for the time being in force amending, replacing, novating or modifying such agreement;

Reference Banks means, in relation to the Notes of any relevant Series, the several banks initially appointed as reference banks and/or, if applicable, any Successor reference banks in relation thereto;

Register means the register maintained by the Registrar;

Registered Notes means those of the Notes which are for the time being in registered form and represented by a Certificate;

Registrar means, in relation to all or any Series of the Notes, the registrar appointed by the Issuer and the Guarantor and specified in the applicable Final Terms;

Regulation S means Regulation S under the Securities Act;

Regulation S Certificate means a Definitive Certificate representing Regulation S Registered Notes in or substantially in the form set out in Part 8 of the Second Schedule, with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee, the Registrar and the relevant Dealer(s), and includes any replacement thereof issued pursuant to the Conditions and any Regulation S Global Certificate;

Regulation S Global Certificate means a Global Certificate in or substantially in the form set out in Part 3 of the Second Schedule, with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee, the Registrar and the relevant Dealer(s);

8


Regulation S Registered Note means a Registered Note represented by a Regulation S Certificate  or a Regulation S Global Certificate, as the case may be;

Relevant Date has the meaning set out in Condition 8;

Relevant Jurisdiction has the meaning set out in Condition 8;

Renminbi Currency Event has the meaning set out in Condition 6(g);

Reorganisation means the conveyance, transfer or lease of the respective properties and assets of  the Issuer or the Guarantor (as relevant) substantially as an entirety to any Person that guarantees the Issuer's or the Guarantor’s obligations under these presents in accordance with Clause 21;

repay, redeem and pay shall each include both the others and cognate expressions shall be construed accordingly;

Retained Notes has the meaning set out in Condition 1;

Rule 144A Legend means the transfer restriction legend under the Securities Act set out in the form of DTC Restricted Certificate in Part 9 of the Second Schedule and the DTC Restricted Global Certificate in Part 4 of the Second Schedule;

Securities Act means the United States Securities Act of 1933, as amended;

Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are

(a) expressed to be consolidated and form a single series and (b) identical in all respects (including  as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices and the expressions Notes of the relevant Series, holders of Notes of the relevant Series and related expressions shall be construed accordingly;

Stock Exchange means Euronext Dublin or any other or further stock exchange(s) on which any Notes may from time to time be listed, and references in these presents to the relevant Stock Exchange shall, in relation to any Notes, be references to the Stock Exchange on which such Notes are, from time to time, or are intended to be, listed;

Subsidiary means, in relation to any entity, any company which is for the time being a subsidiary (within the meaning of Section 1159 of the Companies Act 2006) of such entity;

Successor means, in relation to the Issuing and Principal Paying Agent, the other Paying Agents, the Reference Banks, the Calculation Agent, the Registrar and the Transfer Agents, any successor to any one or more of them in relation to the Notes which shall become such pursuant to the provisions of these presents and/or the Agency Agreement (as the case may be) and/or such other or further  issuing and principal paying agent, paying agents, reference banks, calculation agent, registrar and transfer agents (as the case may be) in relation to the Notes as may (with the prior approval of, and on terms previously approved by, the Trustee in writing) from time to time be appointed as such, and/or, if applicable, such other or further specified offices (in the former case being within the same city as those for which they are substituted) as may from time to time be nominated, in each case by the Issuer and the Guarantor, and (except in the case of the initial appointments and specified offices made under and specified in the Conditions and/or the Agency Agreement, as the case may be) notice of whose appointment or, as the case may be, nomination has been given to the Noteholders;

Successor in Business means any company which, as the result of any amalgamation, merger or reconstruction the terms of which have previously been approved in writing by the Trustee:

9


(a)

owns beneficially the whole or substantially the whole of the undertaking, property and assets owned by the Issuer or, as the case may be, the Guarantor, immediately prior thereto; and

(b)

carries on, as successor to the Issuer or, as the case may be, the Guarantor, the whole or substantially the whole of the business carried on by the Issuer or, as the case may be, the Guarantor, immediately prior thereto;

Sustainability-Linked Note has the meaning set out in Condition 4(c);

Talons means the talons (if any) appertaining to, and exchangeable in accordance with the provisions therein contained for further Coupons appertaining to, the Definitive Bearer Notes (other than the Zero Coupon Notes), such talons being in the form or substantially in the form set out in Part 7 of the Second Schedule or in such other form as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s) and includes any replacements for Talons issued pursuant to Condition 11;

TARGET2 System has the meaning set out in Condition 4(e);

Temporary Global Note means a temporary global note in the form or substantially in the form set out in Part 1 of the Second Schedule with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s), together with the copy of the applicable Final Terms annexed thereto, comprising some or all of the Notes of the same Series, issued by the Issuer pursuant to the Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s), the Agency Agreement and these presents;

these presents means this Trust Deed and the Schedules and any trust deed supplemental hereto and the Schedules (if any) thereto and the Notes, the Certificates, the Coupons, the Talons, the Conditions and, unless the context otherwise requires, the Final Terms, all as from time to time modified in accordance with the provisions herein or therein contained;

Tranche means all Notes which are identical in all respects (including as to listing);

Transfer Agents means, in relation to all or any Series of the Notes, the several institutions at their respective specified offices initially appointed as transfer agents in relation to such Notes by the Issuer and the Guarantor pursuant to the Agency Agreement and/or, if applicable, any Successor transfer agents in relation thereto;

Trust Corporation means a corporation entitled by rules made under the Public Trustee Act 1906 of Great Britain or entitled pursuant to any other comparable legislation applicable to a trustee in any other jurisdiction to carry out the functions of a custodian trustee;

Trustee Acts means the Trustee Act 1925 and the Trustee Act 2000;

United States has the meaning set out in Condition 8;

Zero Coupon Note means a Note on which no interest is payable;

words denoting the singular shall include the plural and vice versa;

words denoting one gender only shall include the other genders; and

words denoting persons only shall include firms and corporations and vice versa.

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1.2(a)All references in these presents  to  principal  and/or  principal  amount  and/or  interest  in respect of the Notes or to any moneys payable by the Issuer and/or the Guarantor under  these presents shall, unless the context otherwise requires, be construed in accordance with Condition 6(f).

(b)

All references in these presents to any statute or any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under any such modification or re- enactment.

(c)

All references in these presents to guarantees or to an obligation being guaranteed shall be deemed to include respectively references to indemnities or to an indemnity being given in respect thereof.

(d)

All references in these presents to any action, remedy or method of proceeding for the enforcement of the rights of creditors shall be deemed to include, in respect of any jurisdiction other than England, references to such action, remedy or method of proceeding for the enforcement of the rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate to such action, remedy or method of proceeding described or referred to in these presents.

(e)

All references in these presents to Euroclear and/or Clearstream, Luxembourg and/or DTC shall, whenever the context so permits (but not in the case of any NGN or any Registered Global Note held under the NSS), be deemed to include references to any additional or alternative clearing system as is approved by the Issuer, the Issuing and Principal Paying Agent and the Trustee.

(f)

Unless the context otherwise requires words or expressions used in these presents shall bear the same meanings as in the Companies Act 2006 of Great Britain.

(g)

In this Trust Deed references to Schedules, Clauses, subclauses, paragraphs and subparagraphs shall be construed as references to the Schedules to this Trust Deed and to the Clauses, subclauses, paragraphs and subparagraphs of this Trust Deed respectively.

(h)

In these presents tables of contents and Clause headings are included for ease of reference and shall not affect the construction of these presents.

(i)

All references in these presents to taking proceedings against the Issuer and/or the Guarantor shall be deemed to include references to proving in the winding-up of the Issuer and/or the Guarantor (as the case may be).

(j)

All references in these presents involving compliance by the Trustee with a test of reasonableness shall be deemed to include a reference to a requirement that such reasonableness shall be determined by reference solely to the interests of the holders of the Notes of the relevant one or more series as a class.

(k)

All references in these presents to the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of such customer's interest in the Notes.

1.3

Words and expressions defined in these presents or the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used herein unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and these presents, these presents shall prevail and, in the event of inconsistency between

11


the Agency Agreement or these presents and the applicable Final Terms, the applicable Final Terms shall prevail.

1.4

All references in these presents to the relevant currency shall be construed as references to the currency in which payments in respect of the Notes and/or Coupons of the relevant Series are to be made as indicated in the applicable Final Terms.

1.5

All references in these presents (i) to Notes (other than Exempt Notes) being "listed" or "having a listing" shall (a) in relation to Euronext Dublin, be construed to mean that such Notes have been admitted to the Official List of Euronext Dublin and to trading on the Market and (b) in relation to any other European Economic Area Stock Exchange, be construed to mean that such Notes have been admitted to trading on a market within that jurisdiction which is a regulated market for the purposes of the Markets in Financial Instruments Directive and (ii) in relation to any Exempt Notes being “listed” or “having a listing” on any other Stock Exchange all other references shall be construed to mean that such Exempt Notes have been admitted to trading on such other or further stock exchange(s) or markets (other than a stock exchange or market which is a regulated market for the purposes of the Markets in Financial Instruments Directive) as may be agreed between the Issuer, the Guarantor and the relevant Dealer and all references in these presents to "listing" or "listed" shall include references to "quotation" and "quoted" respectively.

1.6

Wherever in these presents there is a requirement for the consent of, or a request from, the Noteholders, then, for so long as any of the Registered Notes is registered in the name of DTC or its nominee and represented by a DTC Restricted Global Certificate, DTC may send an omnibus proxy to the Issuer in accordance with and in the form used by DTC as part of its usual procedures from time to time. Such omnibus proxy shall assign the right to give such consent or, as the case may be, make such request to DTC's direct participants as of the record date specified therein any such assignee participant may give the relevant consent or, as the case may be, make the relevant request in accordance with these presents.

2.

AMOUNT AND ISSUE OF THE NOTES

2.1

Amount of the Notes, Final Terms and Legal Opinions

The Notes will be issued in Series in an aggregate nominal amount from time to time outstanding not exceeding the Programme Limit from time to time and for the purpose of determining such  aggregate nominal amount Clause 3.5 of the Programme Agreement shall apply.

By not later than 10.00 a.m. (London time) on the London Business Day preceding each proposed Issue Date, the Issuer shall deliver or cause to be delivered to the Trustee a draft of the applicable Final Terms and drafts of all legal opinions (if any) to be given in relation to the proposed issue and shall notify the Trustee in writing without delay of the relevant Issue Date and the nominal amount of the Notes to be issued and upon the issue of the relevant Notes shall deliver or cause to be delivered to the Trustee a copy of the final form of the applicable Final Terms. Upon the issue of the relevant Notes, such Notes shall become constituted by these presents without further formality.

Before the first issue of Notes occurring after each anniversary of this Trust Deed, and on such other occasions as the Trustee so requests (if (a) the Trustee considers it necessary in view of a change (or proposed change) in applicable law or regulations (or the interpretation or application thereof) affecting the Issuer or, as the case may be, the Guarantor, these presents, the Programme Agreement or the Agency Agreement, or (b) the Trustee has other reasonable grounds for such request), the Issuer or, as the case may be, the Guarantor will procure that a further legal opinion or further legal opinions in such form and with such content as the Trustee may require from the legal advisers specified in the Programme Agreement or such other legal advisers as the Trustee may require is/are delivered to the Trustee. Whenever such a request is made with respect to any Notes to be issued,

12


the receipt of such opinion(s) in a form satisfactory to the Trustee shall be a further condition precedent to the issue of those Notes.

2.2

Covenant to repay principal and to pay interest

The Issuer covenants with the Trustee that it will, as and when the Notes of any Series or any of them becomes due to be redeemed in accordance with the Conditions, unconditionally pay  or procure to be paid to or to the order of the Trustee, in the case of any relevant currency other than euro, in the principal financial centre for the relevant currency and, in the case of euro, in a city in which banks have access to the TARGET2 System in each case in immediately available funds the principal amount in respect of the Notes of such Series becoming due for redemption on that date and (except in the case of Zero Coupon Notes) shall (subject to the provisions of the Conditions) in the meantime and until redemption in full of the Notes of such Series (both before and after any judgment or other order of a court of competent jurisdiction) unconditionally pay or procure to be paid to or to the order of the Trustee as aforesaid interest (which shall accrue from day to day) on the nominal amount of the Notes outstanding of such Series at rates and/or in amounts calculated from time to time in accordance with, or specified in, and on the dates provided for in, the Conditions (subject to Clause 2.4) PROVIDED THAT:

(a)

every payment of principal or interest or other sum due in respect of the Notes made to or to the order of the Issuing and Principal Paying Agent in the manner provided in the Agency Agreement shall be in satisfaction pro tanto of the relative covenant by the Issuer in this Clause contained in relation to the Notes of such Series (including, in the case of Notes represented by a NGN, whether or not the corresponding entries have been made in the records of Euroclear and Clearstream, Luxembourg) except to the extent that there is a default in the subsequent payment thereof in accordance with the Conditions to the relevant Noteholders or Couponholders (as the case may be);

(b)

in the case of any payment of principal made to the Trustee or the Issuing and Principal Paying Agent after the due date or on or after accelerated maturity following an Event of Default interest shall continue to accrue on the nominal amount of the relevant Notes (except in the case of Zero Coupon Notes to which the provisions of Condition 7(j) shall apply) (both before and after any judgment or other order of a court of competent jurisdiction) at the rates aforesaid (or, if higher, the rate of interest on judgment debts for the time being provided by English law) up to and including the date which the Trustee determines to be  the date on and after which payment is to be made in respect thereof as stated in a notice given to the holders of such Notes (such date to be not later than 30 days after the day on which the whole of such principal amount, together with an amount equal to the interest which has accrued and is to accrue pursuant to this proviso up to and including that date, has been received by the Trustee or the Issuing and Principal Paying Agent); and

(c)

in any case where payment of the whole or any part of the principal amount of any Note is improperly withheld or refused upon due presentation thereof or of the Certificate in respect thereof (other than in circumstances contemplated by 2.2(b) above), interest shall accrue on the nominal amount of such Note (except in the case of Zero Coupon Notes to which the provisions of Condition 7(j) shall apply) payment of which has been so withheld or refused (both before and after any judgment or other order of a court of competent jurisdiction) at the rates aforesaid (or, if higher, the rate of interest on judgment debts for the time being provided by English law) from the date of such withholding or refusal until the date on which, upon further presentation of the relevant Note or Certificate, as the case may be, payment of the full amount (including interest as aforesaid) in the relevant currency payable in respect of such Note is made or (if earlier) the seventh day after notice is given to the relevant Noteholder(s) (whether individually or in accordance with Condition 14) that the full amount (including interest as aforesaid) in the relevant currency in respect of such Note

13


is available for payment, provided that, upon further presentation thereof being duly made, such payment is made.

The Trustee will hold the benefit of this covenant and the other covenants in this Trust Deed on trust for the Noteholders and the Couponholders and itself in accordance with these presents.

2.3

Trustee's requirements regarding Agents etc

At any time after an Event of Default or a Potential Event of Default shall have occurred or the Trustee shall have received any money which it proposes to pay under Clause 10 to the relevant Noteholders and/or Couponholders, the Trustee may:

(a)

by notice in writing to the Issuer, the Guarantor and the Agents require the Agents pursuant to the Agency Agreement:

(i)

to act thereafter as Agents of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of these presents mutatis mutandis on the terms provided in the Agency Agreement (save that the Trustee's liability under any provisions thereof for the indemnification, remuneration and payment of out-of- pocket expenses of the Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of these presents relating to the Notes of the relevant Series and the relative Certificates and Coupons and available for such purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes, Certificates and Coupons on behalf of the Trustee; or

(ii)

to deliver up all Notes, Certificates and Coupons and all sums, documents and records held by them in respect of Notes, Certificates and Coupons, in each case held by them in their capacity as Agent, to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the relevant Agent is obliged not to release by any law or regulation; and

(b)

by notice in writing to the Issuer and the Guarantor require each of them to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Issuing and Principal Paying Agent and, with effect from the issue of any such notice to the Issuer and the Guarantor and until such notice is withdrawn, proviso (i) to subclause 2.2 of this Clause relating to the Notes shall cease to have effect.

2.4

Rate of interest after Notes due and repayable under Condition 10(A)

If the Floating Rate Notes, CMS Linked Notes or Inflation Linked Interest Notes of any Series become immediately due and repayable under Condition 10(A) the rate and/or amount of interest payable in respect of them will be calculated at the same intervals as if such Notes had not become due and repayable, the first of which will commence on the expiry of the Interest Period during which the Notes of the relevant Series become so due and repayable mutatis mutandis in accordance with the provisions of Condition 4(b) except that the rates of interest need not be published.

2.5

Currency of payments

All payments in respect of, under and in connection with these presents and the Notes of any Series to the relevant Noteholders and Couponholders shall be made in the relevant currency.

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2.6

Further Notes

The Issuer shall be at liberty from time to time (but subject always to the provisions of these presents) without the consent of the Noteholders or Couponholders to create and issue further Notes ranking pari passu in all respects (or in all respects save for the date from which interest thereon accrues and the amount of the first payment of interest on such further Notes) and so that the same shall be consolidated and form a single series with the outstanding Notes of a particular Series.

2.7

Separate Series

The Notes of each Series shall form a separate Series of Notes and accordingly, unless for any purpose the Trustee in its absolute discretion shall otherwise determine, the provisions of this Clause and of Clauses 3 to 22 (both inclusive) and 23.2 and the Third Schedule shall apply mutatis mutandis separately and independently to the Notes of each Series and in such Clauses and Schedule the expressions Notes, Noteholders, Coupons, Couponholders and Talons shall be construed accordingly.

3.

FORMS OF THE NOTES

3.1

Global Notes

(a)

The Notes of each Tranche will initially be represented by either:

(i)

in the case of Bearer Notes, a single Temporary Global Note which shall be exchangeable for either Definitive Bearer Notes together with, where applicable, (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached or a Permanent Global Note or (in the case of Exchangeable Bearer Notes) Registered Notes, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable for Definitive Bearer Notes together with, where applicable, (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached or (in the case of Exchangeable Bearer Notes) Registered Notes, in accordance with the provisions of such Permanent Global Note; or

(ii)

in the case of Bearer Notes, a single Permanent Global Note which shall be exchangeable for Definitive Bearer Notes together with, where applicable, (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached or (in the case of Exchangeable Bearer Notes) Registered Notes, in accordance with provisions of such Permanent Global Note; or

(iii)

in the case of Registered Notes which are sold outside the United States in "offshore transactions" within the meaning of Regulation S, a Regulation S Global Certificate which will be exchangeable for Regulation S Certificates and/or Notes represented by a DTC Restricted Global Certificate in accordance with the provisions of such Regulation S Global Certificates; or

(iv)

in the case of Registered Notes which are sold in the United States, to qualified institutional buyers within the meaning of Rule 144A, a DTC Restricted Global Certificate which will be exchangeable for DTC Restricted Certificates and/or Notes represented by a Regulation S Global Certificate in accordance with the provisions of such DTC Restricted Global Certificate.

All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN or Registered Notes held under the NSS) for

15


Euroclear and Clearstream, Luxembourg, each Regulation S Global Certificate shall be prepared, completed and delivered to, and registered in the name of a nominee of, a common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and each DTC Restricted Global Certificate shall be prepared, completed and delivered to a custodian for and registered in the name of a nominee of DTC, in each case in accordance with the provisions of the Programme Agreement or to or with or in the name of another appropriate custodian, nominee or depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement.

(b)

Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of the Second Schedule and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Issuing and Principal Paying Agent and shall, in the case of a Eurosystem- eligible NGN, be effectuated by the common safekeeper acting on the instructions of the Issuing and Principal Paying Agent. Each Temporary Global Note so executed and authenticated (and effectuated, if applicable) shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

(c)

Each Permanent Global Note shall be printed or typed in the form or substantially in the form set  out in Part 2 of the Second Schedule and may be a facsimile. Each Permanent Global Note shall  have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Issuing and Principal Paying Agent and shall, in the case of a Eurosystem- eligible NGN, be effectuated by the common safekeeper acting on the instructions of the Issuing and Principal Paying Agent. Each Permanent Global Note so executed and authenticated (and effectuated, if applicable) shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

(d)

Each Regulation S Global Certificate shall be printed or typed in the form or substantially in the form set out in Part 3 of the Second Schedule and may be a facsimile. Each Regulation S Global Certificate shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Registrar and shall, in the case of Notes intended to be held under the NSS, be effectuated by the common safekeeper acting on the instructions of the Issuer. Each Regulation S Global Certificate shall be valid evidence of binding and valid obligations of the Issuer and title thereto shall pass upon registration in the Register.

(e)

Each DTC Restricted Global Certificate shall be printed or typed in the form or substantially in the form set out in Part 4 of the Second Schedule and may be a facsimile. Each DTC Restricted Global Certificate shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Registrar. Each DTC Restricted Global Certificate shall be valid evidence of binding and valid obligations of the Issuer and title thereto shall pass upon registration in the Register.

3.2

Definitive Bearer Notes

(a)

The Definitive Bearer Notes, the Coupons and the Talons shall be to bearer in the respective forms or substantially in the respective forms set out in Parts 5, 6 and 7 respectively, of the Second Schedule. The Definitive Bearer Notes, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Bearer Notes if permitted by the relevant Stock

16


Exchange (if any), or, if not so permitted, the Definitive Bearer Notes shall be endorsed with or have attached thereto the relevant Conditions, and, in either such case, the Definitive Bearer Notes shall have endorsed thereon or attached thereto a copy of the applicable Final Terms (or the relevant provisions thereof). Title to the Definitive Bearer Notes, the Coupons and the Talons shall pass by delivery.

(b)

The Definitive Bearer Notes shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Issuing and Principal Paying Agent. The Definitive Bearer Notes so executed and authenticated, and the Coupons and Talons, upon execution and authentication of the relevant Definitive Bearer Notes, shall be binding and valid obligations of the Issuer. The Coupons and the Talons shall not be signed. No Definitive Bearer Note and none of the Coupons or Talons appertaining to such Definitive Bearer Note shall be binding or valid until such Definitive Bearer Note shall have been executed and authenticated as aforesaid.

3.3

Definitive Certificates

(a)

The DTC Restricted Certificates and Regulation S Certificates shall be in the respective forms or substantially in the respective forms set out in Parts 8 and 9, respectively of the Second Schedule and shall be printed in accordance with applicable legal and stock exchange requirements. Title to such certificates shall pass upon registration in the Register.

(b)

The DTC Restricted Certificates and Regulation S Certificates shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Registrar. The DTC Restricted Certificates and Regulation S Certificates so executed and authenticated shall be valid evidence of binding and valid obligations of the Issuer. Title to such Certificates shall pass upon registration in the Register.

3.4

Facsimile signatures

The Issuer may use the facsimile signature of any person who at the date such signature is affixed to a Global Note or a Definitive Bearer Note or a Certificate is duly authorised by the Issuer notwithstanding that at the time of issue of such Note or Certificate he may have ceased for any reason to be so authorised or to hold such office.

3.5

Reliance on Certification of a Clearing System

Without prejudice to the provisions of Clause 16(x), the Trustee may call for any certificate or other document to be issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of Notes represented by a Global Note standing to the account of any person. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant Clearing System (including Euroclear's EUCLID or Clearstream, Luxembourg's Creation Online system) in accordance with its usual procedures and in which the holder of a particular nominal amount of Notes is clearly identified together with the amount of such holding. The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by, or to reflect the records of, Euroclear or Clearstream, Luxembourg and subsequently found to be forged or not authentic.

4.

FEES, DUTIES AND TAXES

The Issuer (failing whom, the Guarantor) will pay any stamp, issue, registration, documentary and other fees, duties or taxes (if any), including interest and penalties, payable (a) in the United

17


Kingdom, Ireland, Belgium, Luxembourg and the United States of America on or in connection with (i) the execution and delivery of these presents and (ii) the constitution and original issue of the Notes, the Certificates and the Coupons and (b) in any jurisdiction on or in connection with any action taken by or on behalf of the Trustee or (where permitted under these presents so to do) any Noteholder or Couponholder to enforce, or to resolve any doubt concerning, or for any other purpose in relation to, these presents.

5.

COVENANT OF COMPLIANCE

Each of the Issuer and the Guarantor severally covenants with the Trustee that it will comply with and perform and observe all the provisions of these presents which are expressed to be binding on it. The Notes and the Coupons shall be held subject to the provisions contained in these presents and  the Conditions shall be binding on the Issuer, the Guarantor, the Trustee, the Noteholders and the Couponholders and all persons claiming through or under them. The Trustee shall be entitled to enforce the obligations of the Issuer and the Guarantor under the Notes, the Coupons and the Conditions in the manner therein provided as if the same were set out and contained in this Trust Deed, which shall be read and construed as one document with the Notes and the Coupons. The Trustee shall hold the benefit of this covenant upon trust for itself and the Noteholders and the Couponholders according to its and their respective interests.

6.

CANCELLATION OF NOTES AND RECORDS

6.1

The Issuer shall procure that all Notes (other than Retained Notes) issued by it (a) redeemed or (b) purchased for cancellation by or on behalf of the Issuer, the Guarantor or any other Subsidiary of the Guarantor and surrendered for cancellation or (c) which, being Bearer Notes which have been mutilated or defaced, have been surrendered and replaced pursuant to Condition 11 or (d) exchanged as provided in these presents (together in each case, in the case of Definitive Bearer Notes, with all unmatured Coupons attached thereto or delivered therewith) and, in the case of Definitive Bearer Notes, all relative Coupons paid in accordance with the relevant Conditions or which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 11 shall forthwith be cancelled by or on behalf of the Issuer and a certificate stating:

(a)

the aggregate nominal amount of Notes which have been redeemed and the amounts paid in respect thereof and the aggregate amounts in respect of Coupons which have been paid;

(b)

the serial numbers of such Notes in definitive form or the Certificates representing Registered Notes;

(c)

the total numbers (where applicable, of each denomination) by maturity date of such Coupons;

(d)

the aggregate amount of interest paid (and the due dates of such payments) on Global Notes and Registered Notes;

(e)

the aggregate nominal amount of Notes (if any) which have been purchased by or on behalf of the Issuer, the Guarantor or any other Subsidiary of the Guarantor and cancelled and the serial numbers of such Notes in definitive form or of the Certificates representing Registered Notes and, in the case of Definitive Bearer Notes, the total number (where applicable, of each denomination) by maturity date of the Coupons and Talons attached thereto or surrendered therewith;

(f)

the aggregate nominal amounts of Notes and the aggregate amounts in respect of Coupons which have been so exchanged or surrendered and replaced and the serial numbers of such Notes in definitive form or of the Certificates representing Registered Notes and the total

18


number (where applicable, of each denomination) by maturity date of such Coupons and Talons; and

(g)

the total number (where applicable, of each denomination) by maturity date of Talons which have been exchanged for further Coupons,

shall be given to the Trustee by or on behalf of the Issuer as soon as possible and in any event within four months after the date of such redemption, purchase, payment, exchange or replacement (as the case may be). The Trustee may accept such certificate as conclusive evidence of redemption, purchase, exchange or replacement pro tanto of the Notes or payment of interest thereon or  exchange of the relative Talons respectively and of cancellation of the relative Notes and Coupons.

6.2

The Issuer shall procure (a) that the Issuing and Principal Paying Agent and/or the Registrar shall keep a full and complete record of all Notes, Coupons and Talons issued by it (other than serial numbers of Coupons) and of their redemption or purchase and cancellation and of all replacement notes, coupons or talons issued in substitution for lost, stolen, mutilated, defaced or destroyed Bearer Notes, Coupons or Talons and of all transfers and exchanges of Registered Notes (b) that the Agent and the Registrar shall, in respect of the Coupons of each maturity where the relevant Bearer Note is redeemed prior to its maturity date, retain until the expiry of 10 years from the Relevant Date in respect of such Coupons a list of the Coupons of that maturity still remaining unpaid or unexchanged and (c) that such records shall be made available to the Trustee during normal business hours.

7.

ENFORCEMENT

7.1

The Trustee may at any time, in its sole and absolute discretion and without notice, take such proceedings and/or other action as it may think fit against or in relation to each of the Issuer and the Guarantor to enforce their respective obligations under these presents.

7.2

Proof that as regards any specified Note or Coupon the Issuer or, as the case may be, the Guarantor has made default in paying any amount due in respect of such Note or Coupon shall (unless the contrary be proved) be sufficient evidence that the same default has been made as regards all other Notes or Coupons (as the case may be) in respect of which the relevant amount is due and payable.

8.

GUARANTEE

8.1

The Guarantor hereby irrevocably and unconditionally, and notwithstanding the release of any other guarantor or any other person under the terms of any composition or arrangement with any creditors of the Issuer or any other Subsidiary of the Guarantor, guarantees to the Trustee:

(a)

the due and punctual payment in accordance with the provisions of these presents of the principal of and interest on all Notes and of any other amounts payable by the Issuer under these presents; and

(b)

the due and punctual performance and observance by the Issuer of each of the other provisions of these presents to be performed or observed by the Issuer.

8.2

If the Issuer fails for any reason whatsoever punctually to pay any such principal, interest or other amount, the Guarantor shall cause each and every such payment to be made as if the Guarantor instead of the Issuer were expressed to be the primary obligor under these presents and not merely as surety (but without affecting the nature of the Issuer's obligations) to the intent that the holder of the relevant Note or Coupon or the Trustee (as the case may be) shall receive the same amounts in respect of principal, interest or such other amount as would have been receivable had such payments been made by the Issuer.

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8.3

If any sum which, although expressed to be payable by the Issuer under these presents, the Notes or the Coupons, is for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, the Guarantor, the Trustee or any Noteholder or Couponholder) not recoverable from the Guarantor on the basis of a guarantee then (a) it will nevertheless be recoverable from it as if it were the sole principal debtor and will be paid by it to the Trustee on demand and (b) as a separate and additional liability under these presents the Guarantor agrees, as a primary obligation, to indemnify each of the Trustee, each Noteholder and each Couponholder in respect of such sum by way of a full indemnity in the manner and currency as is provided for in the Notes, the Coupons or these presents (as the case may be) and to indemnify each Noteholder and each Couponholder against all losses, claims, costs, charges and expenses to which it may be subject or which it may incur in recovering such sum.

8.4

If any payment received by the Trustee or any Noteholder or Couponholder pursuant to the provisions of these presents shall (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of the Issuer or, without limitation, on any other event) be avoided or set aside for any reason, such payment shall not be considered as discharging or diminishing the liability of the Guarantor and this guarantee shall continue to apply as if such payment had at all times remained owing by the Issuer and the Guarantor shall indemnify the Trustee and the relative Noteholders and/or Couponholders (as the case may be) in respect thereof PROVIDED THAT the obligations of the Issuer and/or the Guarantor under this subclause shall, as regards each payment made to the Trustee or any Noteholder or Couponholder which is avoided or set aside, be contingent upon such payment being reimbursed to the Issuer or other persons entitled through the Issuer.

8.5

The Guarantor hereby agrees that its obligations hereunder shall be unconditional and that the Guarantor shall be fully liable irrespective of the validity, regularity, legality or enforceability against the Issuer of, or of any defence or counter-claim whatsoever available to the Issuer in relation to, its obligations under these presents, whether or not any action has been taken to enforce the same or any judgment obtained against the Issuer, whether or not any of the other provisions of these presents have been modified, whether or not any time, indulgence, waiver, authorisation or consent has been granted to the Issuer by or on behalf of the relative Noteholders or the relative Couponholders or the Trustee, whether or not any determination has been made by the Trustee pursuant to Clause 19, whether or not there have been any dealings or transactions between the Issuer, any of the relative Noteholders or Couponholders or the Trustee, whether or not the Issuer  has been dissolved, liquidated, merged, consolidated, bankrupted or has changed its status, functions, control or ownership, whether or not the Issuer has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any other circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a guarantor. Accordingly, the validity of this guarantee shall not be affected by reason of any invalidity, irregularity, illegality or unenforceability of all or any of the obligations of the Issuer under these presents and this guarantee shall not be discharged nor shall the liability of the Guarantor under these presents be affected by any act, thing or omission or means whatever whereby its liability would not have been discharged if it had been the principal debtor.

8.6

Without prejudice to the provisions of Clause 9.1, the Trustee may determine from time to time whether or not it will enforce this guarantee which it may do without making any demand of or taking any proceedings against the Issuer and may from time to time make any arrangement or compromise with the Guarantor in relation to this guarantee which the Trustee may consider expedient in the interests of the relative Noteholders or Couponholders.

8.7

The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of dissolution, liquidation, merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to these presents or the indebtedness evidenced thereby and all demands whatsoever and hereby covenants that this guarantee shall be a continuing guarantee, shall extend to the ultimate balance of all sums payable

20


and obligations owed by the Issuer under these presents, shall not be discharged except by complete performance of the obligations contained in these presents and is additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from the Guarantor or otherwise.

8.8

If any moneys shall become payable by the Guarantor under this guarantee, the Guarantor shall not, so long as the same remain unpaid, without the prior written consent of the Trustee:

(a)

in respect of any amounts paid or payable by it under this guarantee, exercise any rights of subrogation or contribution or, without limitation, any other right or remedy which may accrue to it in respect of or as a result of any such payment or any such obligation to make a payment; or

(b)

in respect of any other moneys for the time being due to the Guarantor by the Issuer, claim payment thereof or exercise any other right or remedy;

(including in either case claiming the benefit of any security or right of set-off or contribution or, on the liquidation of the Issuer, proving in competition with the Trustee). If, notwithstanding the foregoing, upon the bankruptcy, insolvency or liquidation of the Issuer, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Guarantor before payment in full of all amounts payable under these presents shall have been made to the relative Noteholders, Couponholders and the Trustee, such payment or distribution shall be received by the Guarantor on trust to pay the same over immediately to the Trustee for application in or towards the payment of all sums due and unpaid under these presents in accordance with Clause 10 on the basis that Clause 10 does not apply separately and independently to each Series of the Notes, save that nothing in this subclause 8.8 shall operate so as to create any charge by the Guarantor over any such payment or distribution.

8.9

Until all amounts which may be or become payable by the Issuer under these presents have been irrevocably paid in full, the Trustee may:

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by the Trustee in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise), and the Guarantor shall not be entitled to the benefit of the same; and

(b)

hold in a suspense account any moneys received from the Guarantor or on account of the Guarantor's liability under this guarantee, without liability to pay interest on those moneys.

8.10

The obligations of the Guarantor under these presents constitute direct, unconditional and unsecured obligations of the Guarantor and (subject as aforesaid) rank and will rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Guarantor, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors' rights.

9.

PROCEEDINGS, ACTION AND INDEMNIFICATION

9.1

The Trustee shall not be bound to take any proceedings mentioned in Condition 10 or any other action in relation to these presents unless respectively directed or requested to do so (a) by an Extraordinary Resolution or (b) in writing by the holders of at least one-quarter in nominal amount of the Notes (excluding Retained Notes) then outstanding and in either case then only if it shall be indemnified and/or secured and/or prefunded by the relevant Noteholders to its satisfaction against all proceedings, claims and demands to which it may be liable and against all costs, charges, liabilities and expenses which may be incurred by it in connection with such enforcement, including

21


the costs of its managements' time and/or other internal resources, calculated using its normal hourly rates in force from time to time.

9.2

The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion which may be based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction. Furthermore, the Trustee may also refrain from taking such action if it would otherwise render it liable to any person in that jurisdiction or if, in its opinion which may be based upon such legal advice (if applicable), it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction or if it is determined by any court or other competent authority in that jurisdiction that it does not have such power.

9.3

Only the Trustee may enforce the provisions of these presents. No Noteholder or Couponholder  shall be entitled to proceed directly against the Issuer and/or the Guarantor to enforce the performance of any of the provisions of these presents in respect of or concerning the Issuer and/or the Guarantor, in each case unless the Trustee having become bound as aforesaid to take proceedings fails or is unable to do so within 60 days and such failure or inability is continuing.

10.

APPLICATION OF MONEYS

All moneys received by the Trustee under these presents (including any moneys which represent principal or interest in respect of Notes or Coupons which have become void, or in respect of claims which have become prescribed, under Condition 9) shall, unless and to the extent attributable, in the opinion of the Trustee, to a particular Series of the Notes, be apportioned pari passu and rateably between each Series of the Notes, and all moneys received by the Trustee under these presents to the extent attributable in the opinion of the Trustee to a particular Series of the Notes or which are apportioned to such Series as aforesaid, be held by the Trustee upon trust to apply them (subject to Clause 12):

FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 15 and/or 16(j) to the Trustee and/or any Appointee;

SECONDLY in or towards payment pari passu and rateably of all principal and interest then due  and unpaid in respect of the Notes of that Series;

THIRDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the Notes of each other Series; and

FOURTHLY in payment of the balance (if any) to the Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the Issuer shall be dealt with as between the Issuer, the Guarantor and any other person),

PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations.

11.

NOTICE OF PAYMENTS

The Trustee shall give notice to the relevant Noteholders in accordance with Condition 14 of the day fixed for any payment to them under Clause 10. Such payment may be made in accordance with Condition 6 and any payment so made shall be a good discharge to the Trustee.

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12.

INVESTMENT BY TRUSTEE

12.1

No provision of these presents shall (a) confer on the Trustee any right to exercise any investment discretion in relation to the assets subject to the trust constituted by these presents and, to the extent permitted by law, Section 3 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by these presents and (b) require the Trustee to do anything which may cause the Trustee to be considered a sponsor of a covered fund under Section 619 of the Dodd- Frank Wall Street Reform and Consumer Protection Act and any regulations promulgated thereunder.

12.2

The Trustee may deposit moneys in respect of the Notes or Coupons in its name in an account at such bank or other financial institution as the Trustee may, in its absolute discretion, think fit. If that bank or financial institution is the Trustee or a subsidiary, holding or associated company of the Trustee, the Trustee need only account for an amount of interest equal to the amount of interest which would, at then current rates, be payable by it on such a deposit to an independent customer.

12.3

The parties acknowledge and agree that in the event that any deposits in respect of the Notes or Coupons are held by a bank or a financial institution in the name of the Trustee and the interest rate in respect of certain currencies is a negative value such that the application thereof would result in amounts being debited from funds held by such bank or financial institution (“negative interest”), the Trustee shall not be liable to make up any shortfall or be liable for any loss.

12.4

The Trustee may in its sole and absolute discretion accumulate such deposits and the resulting interest and other income derived thereon. The accumulated deposits shall be applied under Clause 10. All interest and other income deriving from such deposits shall be applied first in payment or satisfaction of all amounts then due and unpaid under Clause 15 and/or Clause 16(j) to the Trustee and/or any Appointee and otherwise held for the benefit of and paid to the Noteholders of such Series or the holders of the related Coupons, as the case may be.

13.

PARTIAL PAYMENTS

Upon any payment under Clause 10 (other than payment in full against surrender of a Note, Certificate or Coupon) the Note, Certificate or Coupon in respect of which such payment is made shall (except in the case of a NGN or a Registered Global Note held under the NSS) be produced to the Trustee or the Paying Agent by or through whom such payment is made and the Trustee shall or shall cause such Paying Agent to enface thereon a memorandum of the amount and the date of payment but the Trustee may in any particular case dispense with such production and enfacement upon such indemnity being given as it shall think sufficient.

14.

COVENANTS BY THE ISSUER AND THE GUARANTOR

Except as otherwise specified below, each of the Issuer and the Guarantor severally covenants with the Trustee that, so long as any of the Notes remains outstanding (or, in the case of paragraphs (g), (h), (j), (l) and (r), so long as any of the Notes or the relative Coupons remains liable to prescription or, in the case of subparagraph (n), until the expiry of a period of 30 days after the Relevant Date) it shall:

(a)

give or procure to be given to the Trustee such opinions, certificates and information as it shall reasonably require and in such form as it shall reasonably require (including without limitation the procurement by the Issuer or the Guarantor (as the case may be) of all such certificates called for by the Trustee pursuant to Clause 16.3 and advice of the Indexation Adviser pursuant to Condition 5) for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under these presents or by operation of law;

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(b)

at all times keep and (in the case of the Guarantor only) procure its Subsidiaries to keep proper books of account and, following the occurrence of an Event of Default or Potential Event of Default or if the Trustee reasonably considers that any such event is likely to occur, allow and (in the case of the Guarantor only) procure its Subsidiaries to allow the Trustee and any person appointed by the Trustee to whom the Issuer, the Guarantor or the relevant Subsidiary (as the case may be) shall have no reasonable objection free access to such books of account during normal business hours;

(c)

(in the case of the Guarantor only) send to the Trustee (in addition to any copies to which it may be entitled as a holder of any securities of the Guarantor) two copies in English of every balance sheet, profit and loss account, report, circular and notice of general meeting and every other document (other than documents of a promotional, advertising or marketing nature only) issued or sent to its shareholders together with any of the foregoing, and every document issued or sent to holders of securities other than its shareholders (including the Noteholders) as soon as practicable after the issue or publication thereof;

(d)

forthwith give notice in writing to the Trustee of the happening of any Event of Default or any Potential Event of Default, Renminbi Currency Event, Early Termination Event or Change of Control Put Event;

(e)

give to the Trustee (i) within 14 days after demand by the Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each financial year commencing with the financial year ended 31 March 2022 and in any event not later than 180 days after the end of each such financial year a certificate signed by two Authorised Signatories of the Issuer to the effect that, to the best of the knowledge, information and belief of the persons so certifying, they having made all reasonable enquiries, as at a date not more than seven days before delivering such certificate (the relevant certification date) there did not exist and had not existed since the relevant certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Event of Default or any Potential Event of Default (or if such exists or existed specifying the same) and that during the period from and including the relevant certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the relevant certification date of such certificate the Issuer has complied with all its obligations contained in these presents or (if such is not the case) specifying the respects in which it has not complied;

(f)

give to the Trustee (i) within seven days after demand by the Trustee therefor and (ii) (without the necessity for any such demand) at the same time as the Issuer gives its certificate in accordance with (e) above, a certificate signed by two Authorised Signatories of the Guarantor to the effect that, to the best of the knowledge, information and belief of the persons so certifying, they having made all reasonable enquiries, as at a date not more than seven days before delivering such certificate (the relevant certification date), there did not exist and had not existed since the relevant certification date of the previous certificate (or, in the case of the first such certificate, the date hereof) any Event of Default or any Potential Event of Default (or if such exists or existed specifying the same) and that during the period from and including the relevant certification date of the last such certificate (or, in the case of the first such certificate, the date hereof) to and including the relevant certification date of such certificate that the Guarantor has complied with all its obligations contained in these presents or (if such is not the case) specifying in which respects it has not complied;

(g)

so far as permitted by law, at all times execute all such further documents and do all such acts and things as may in the opinion of the Trustee be necessary at any time or times to give effect to the terms and conditions of these presents;

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(h)

at all times maintain an Issuing and Principal Paying Agent, other Paying Agents, a Calculation Agent, Reference Banks, a Registrar and Transfer Agents in accordance with the Conditions;

(i)

use all reasonable endeavours to procure the Issuing and Principal Paying Agent to notify  the Trustee forthwith in the event that it does not, on or before the due date for any payment in respect of the Notes or any of them or any of the relative Coupons, receive unconditionally pursuant to the Agency Agreement payment of the full amount in the relevant currency of the moneys payable on such due date on all such Notes or Coupons as the case may be;

(j)

in the event of the unconditional payment to the Issuing and Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them or any of the relative Coupons being made after the due date for payment thereof forthwith give or procure to be given notice to the relevant Noteholders in accordance with Condition 14 that such payment has been made;

(k)

if the applicable Final Terms indicates that the Notes are listed, use all reasonable endeavours to maintain the quotation or listing on the relevant Stock Exchange of those of the Notes which are quoted or listed on the relevant Stock Exchange or, if it is unable to do so having used all reasonable endeavours, use all reasonable endeavours to obtain and maintain a quotation or listing of such Notes on such other stock exchange or exchanges or securities market or markets as the Issuer may (with the prior written approval of the Trustee) decide and shall also upon obtaining a quotation or listing of such Notes on such other stock exchange or exchanges or securities market or markets enter into a trust deed supplemental to this Trust Deed to effect such consequential amendments to these presents as the Trustee may require or as shall be requisite to comply with the requirements of any such stock exchange or securities market;

(l)

give notice to the Noteholders in accordance with Condition 14 of any appointment, resignation or removal of any Issuing and Principal Paying Agent, Calculation Agent, Reference Bank, other Paying Agent, Registrar or Transfer Agent (other than the appointment of the initial Issuing and Principal Paying Agent, Calculation Agent, Reference Banks, other Paying Agents, Registrar and Transfer Agents) after having obtained the prior written approval of the Trustee thereto or any change of any Paying Agent's or Reference Bank's or Registrar's or Transfer Agents' specified office and (except as provided by the Agency Agreement or the Conditions); PROVIDED ALWAYS THAT so long as any of the Notes or Coupons remains liable to prescription in the case of the termination of the appointment of the Issuing and Principal Paying Agent or the Calculation Agent or the Registrar no such termination shall take effect until a new Issuing and Principal Paying Agent or Calculation Agent or the Registrar (as the case may be) has been appointed on terms previously approved in writing by the Trustee;

(m)

obtain the prior written approval of the Trustee to, and promptly give to the Trustee two copies of, the form of every notice given to the holders of any Notes issued by it in accordance with Condition 14 (such approval, unless so expressed, not to constitute approval for the purposes of Section 21 of the Financial Services and Markets Act 2000 of Great Britain (the FSMA) of a communication within the meaning of Section 21 of the FSMA);

(n)

if payments by the Issuer or the Guarantor of principal or interest in respect of the Notes or the relative Coupons shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to the Relevant Jurisdiction or any political sub-division or any authority therein or thereof having power to tax, immediately upon becoming aware thereof notify the

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Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed in form and manner satisfactory to the Trustee, such trust deed to modify Condition 8 (but not the proviso thereto) so that, in substitution for (or, as the case may be, addition to) the references therein to the Relevant Jurisdiction or any political sub-division thereof or any authority therein or thereof having power to tax, such Condition makes reference to that other or additional territory or any political sub-division thereof or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and Condition 7(b) shall be modified accordingly;

(o)

comply with and perform all its obligations under the Agency Agreement and use all reasonable endeavours to procure that the Agents comply with and perform all their respective obligations thereunder and any  notice  given  by  the  Trustee  pursuant  to  Clause 2.3(a) and that the Calculation Agent complies with and performs all its obligations under the Calculation Agency Agreement and not make any amendment to the Agency Agreement or the Calculation Agency Agreement without the prior written approval of the Trustee;

(p)

(in the case of the Guarantor only) in order to enable the Trustee to ascertain the nominal amount of the Notes of each Series for the time being outstanding for any of the purposes referred to in the proviso to the definition of outstanding in Clause 1 deliver to the Trustee as soon as practicable upon being so requested in writing by the Trustee a certificate in writing signed by two Authorised Signatories of the Guarantor setting out the total number and aggregate nominal amount of the Notes of each Series issued which:

(i)

up to and including the date of such certificate have been purchased by the Issuer, the Guarantor, any other Subsidiary of the Guarantor, any Holding Company of the Guarantor or other Subsidiary of such Holding Company and cancelled; and

(ii)

are at the date of such certificate held by, for the benefit of, or on behalf of, the Issuer, the Guarantor, any other Subsidiary of the Guarantor, any Holding Company of the Guarantor or other Subsidiary of such Holding Company;

(q)

if, in accordance with the provisions of the Conditions, interest in respect of the Notes becomes payable at the specified office of any Paying Agent in the United States of America promptly give notice thereof to the relative Noteholders in accordance with Condition 14;

(r)

(in the case of the Guarantor only) procure that each of its Subsidiaries observes the restrictions contained in Condition 7(g);

(s)

give prior written notice to the Trustee of  any  proposed  redemption  pursuant  to  Condition 7(b) or (c) and, if it shall have given notice to the Noteholders of its intention to redeem any Notes pursuant to Condition 7(c), duly proceed to make drawings (if appropriate) and to redeem Notes accordingly;

(t)

promptly provide the Trustee with copies of all supplements and/or amendments and/or restatements of the Programme Agreement;

(u)

use all reasonable endeavours to procure that Euroclear and/or Clearstream, Luxembourg (as the case may be) issue(s) any record, certificate or other document requested by the Trustee under Clause 15(w) or otherwise as soon as practicable after such request; and

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(v)

upon any sale or disposal of Retained Notes by the Issuer to an entity which is neither the Issuer, the Guarantor nor any other Subsidiary of the Guarantor, promptly notify the Trustee of the same in writing.

15.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE

15.1

The Issuer (failing whom, the Guarantor) shall pay to the Trustee remuneration for its services as trustee of these presents at such rate and on such dates as shall be agreed in writing from time to time. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Issuing and Principal Paying Agent or the Trustee PROVIDED THAT if upon due presentation of any Note or Coupon or any Certificate in respect thereof or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder or Couponholder is duly made.

15.2

In the event of the occurrence of an Event of Default or a Potential Event of Default, each of the Issuer and the Guarantor hereby agrees that the Trustee shall be entitled to be paid additional remuneration, which may be calculated at its normal hourly rates in force from time to time. In any other case, if the Trustee considers it expedient or necessary or is requested by the Issuer or the Guarantor to undertake duties which the Trustee and the Issuer or, as the case may be, the Guarantor agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the Issuer (failing whom, the Guarantor) shall pay to the Trustee such additional remuneration as shall be agreed between them (and which may be calculated at the Trustee’s normal hourly rates in force from time to time).

15.3

The Issuer (failing whom, the Guarantor) shall in addition pay to the Trustee an amount equal to the amount (if any) of any value added tax or similar tax chargeable in respect of its remuneration under these presents.

15.4

In the event of the Trustee, the Issuer and/or the Guarantor failing to agree:

(a)

(in a case to which subclause 15.1 above applies) upon the amount of the remuneration; or

(b)

(in a case to which subclause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration,

such matters shall be determined by an investment bank or other person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such investment bank or other person being payable by the Issuer (failing whom, the Guarantor)) and the determination of any such investment bank or other person shall be final and binding upon the Trustee, the Issuer and the Guarantor.

15.5

The Issuer (failing whom, the Guarantor) shall also pay or discharge all Liabilities incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to legal and travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents.

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15.6

All amounts due and payable pursuant to subclause 15.5 above and/or Clause 16(j) shall be payable by the Issuer or, as the case may be, the Guarantor on the date specified in a written demand by the Trustee, such demand to specify the reason for such demand, and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within 10 days after such demand and  the Trustee so requires) carry interest from the date such payment was made or such later date as specified in such demand at the rate of one per cent. per annum above the base rate (on the date on which payment was made by the Trustee) of NatWest Bank plc from the date such demand is made, and in all other cases shall (if not paid on the date specified in such demand or, if later, within 10 days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date specified in such demand. All remuneration payable to the Trustee shall carry interest at such rate from the due date therefor.

15.7

Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(j) shall continue in full force and effect notwithstanding such discharge.

15.8

The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series.

16.

SUPPLEMENT TO TRUSTEE ACTS

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by these presents. Where there are any inconsistencies between the Trustee Acts and the provisions of these presents, the provisions of these presents shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of these presents shall constitute a restriction or exclusion for the purposes of that Act. The Trustee shall have all the powers conferred upon trustees by the Trustee Acts and by way of supplement thereto it is expressly declared as follows:

(a)

The Trustee may in relation to these presents act on the advice or opinion of or any information obtained from any lawyer, valuer, accountant, surveyor, banker, broker, auctioneer or other expert (including without limitation, an Indexation Adviser) whether obtained by the Issuer, the Guarantor, the Trustee or otherwise and shall not be responsible for any Liability occasioned by so acting.

(b)

Any such advice, opinion or information may be sent or obtained by letter, e-mail or facsimile transmission and the Trustee shall not be liable for acting on any advice, opinion  or information purporting to be conveyed by any such letter, e-mail or facsimile  transmission although the same shall contain some error or shall not be authentic.

(c)

The Trustee may call for and shall be at liberty to accept as sufficient evidence of any fact or matter or the expediency of any transaction or thing a certificate signed by any two Authorised Signatories of the Issuer and/or by any two Authorised Signatories of the Guarantor, and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any Liability that may be occasioned by it or any other person acting on such certificate.

(d)

The Trustee shall be at liberty to hold or to place these presents and any other documents relating thereto or to deposit them in any part of the world with any banker or banking company or company whose business includes undertaking the safe custody of documents or lawyer or firm of lawyers considered by the Trustee to be of good repute and the Trustee shall not be responsible for or required to insure against any Liability incurred in connection with any such holding or deposit and may pay all sums required to be paid on account of or in respect of any such deposit.

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(e)

The Trustee shall not be responsible for the receipt or application of the proceeds of the  issue of any of the Notes by the Issuer, the exchange of any Global Note or Certificate for another Global Note or Certificate or Definitive Bearer Notes or the delivery of any Global Note, Certificate or Definitive Notes to the person(s) entitled to it or them.

(f)

The Trustee shall not be bound to give notice to any person of the execution of any documents comprised or referred to in these presents or to take any steps to ascertain whether any Early Termination Event, Renminbi Currency Event, Change of Control Put Event, Event of Default or any Potential Event of Default has occurred and, until it shall have actual knowledge or express notice pursuant to these presents to the contrary, the Trustee shall be entitled to assume that no Early Termination Event, Renminbi Currency Event, Change of Control Put Event, Event of Default or Potential Event of Default has occurred and that each of the Issuer and the Guarantor is observing and performing all its obligations under these presents.

(g)

Save as expressly otherwise provided in these presents, the Trustee shall have absolute and uncontrolled discretion as to the exercise or non-exercise of its trusts, powers, authorities  and discretions under these presents (the exercise or non-exercise of which as between the Trustee and the Noteholders and Couponholders shall be conclusive and binding on the Noteholders and Couponholders) and shall not be responsible for any Liability which may result from their exercise or non-exercise and in particular the Trustee shall not be bound to act at the request or direction of the Holders or the Couponholders or otherwise under any provision of this Trust Deed or to take at such request or direction or otherwise any other action under any provision of this Trust Deed unless it shall first be indemnified and/or secured and/or pre-funded to its satisfaction against all Liabilities to which it may render itself liable or which it may incur by so doing and the Trustee shall incur no liability for refraining to act in such circumstances.

(h)

The Trustee shall not be liable to any person by reason of having acted upon any Extraordinary Resolution in writing or any Extraordinary Resolution or other resolution purporting to have been passed at any meeting of the holders of Notes of all or any Series in respect whereof minutes have been made and signed or any Extraordinary Resolution passed by way of electronic consents received through the relevant Clearing System(s) in accordance with these presents or any direction or request of the holders of the Notes of all or any Series even though subsequent to its acting it may be found that there was some defect in the constitution of the meeting or the passing of the resolution or (in the case of an Extraordinary Resolution in writing or a direction or a request) it was not signed by the requisite number of Noteholders or (in the case of an Extraordinary Resolution passed by electronic consents received through the relevant Clearing System(s)) it was not approved by the requisite number of Noteholders or that for any reason the resolution, direction or request was not valid or binding upon such holders and the relative Couponholders.

(i)

The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any Note, Certificate or Coupon reasonably believed by it to be such and subsequently found to be forged or not authentic.

(j)

Subject to Section 750 of the Companies Act 2006 (if applicable) and without prejudice to the right of indemnity by law given to trustees, each of the Issuer and the Guarantor shall severally indemnify the Trustee and every Appointee and keep it or him indemnified against all Liabilities to which it or he may be or become subject or which may be properly incurred by it or him in the execution of any of its or his trusts, powers, authorities and discretions under these presents or its or his functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to these presents or any such appointment.

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(k)

Any consent or approval given by the Trustee for the purposes of these presents may be given on such terms and subject to such conditions (if any) as the Trustee thinks fit and notwithstanding anything to the contrary in these presents may be given retrospectively.

(l)

The Trustee shall not (unless and to the extent ordered so to do by a court of competent jurisdiction) be required to disclose to any Noteholder or Couponholder any information (including, without limitation, information of a confidential, financial or price sensitive nature) made available to the Trustee by the Issuer, the Guarantor or any other person in connection with the trusts of these presents and no Noteholder or Couponholder shall be entitled to take any action to obtain from the Trustee any such information.

(m)

Where it is necessary or desirable for any purpose in connection with these presents to convert any sum from one currency to another it shall (unless otherwise provided by these presents or required by law) be converted at such rate or rates, in accordance with such method and as at such date for the determination of such rate of exchange, as may be agreed by the Trustee in consultation with the Issuer or the Guarantor as relevant and any rate, method and date so agreed shall be binding on the Issuer, the Guarantor, the Noteholders and the Couponholders.

(n)

The Trustee may certify whether or not any of the conditions, events and acts set out in paragraphs (b), (c), (e) and (f) of Condition 10(A) (each of which conditions, events and acts shall, unless in any case the Trustee in its absolute discretion shall otherwise determine, for all the purposes of these presents be deemed to include the circumstances resulting therein and the consequences resulting therefrom) is in its opinion materially prejudicial to the interests of the Holders and any such certificate shall be conclusive and binding upon the Issuer, the Guarantor, the Noteholders and the Couponholders.

(o)

The Trustee as between itself and the Noteholders and the Couponholders may determine all questions and doubts arising in relation to any of the provisions of these presents. Every  such determination, whether or not relating in whole or in part to the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee and the Noteholders and the Couponholders.

(p)

In connection with the exercise by it of any of its trusts, powers, authorities or discretions under these presents (including, without limitation, any modification, waiver, authorisation, determination or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantor, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 8 and/or any undertaking given in addition thereto or in substitution therefor under these presents.

(q)

The Trustee may whenever it thinks fit delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons (whether being a joint trustee of these presents or not) all or any of its trusts, powers, authorities and discretions vested in the Trustee by these presents. Such delegation may be made upon such terms (including power to sub-delegate) and subject to such conditions and regulations as the Trustee may in the interests of the Noteholders think fit. Provided that the Trustee has taken reasonable care in

30


selecting such delegate, it shall not be under any obligation to supervise the proceedings or acts of any such delegate or sub-delegate or be in any way responsible for any Liability incurred by reason of any misconduct or default on the part of any such delegate or sub-delegate. The Trustee shall within a reasonable time after any such delegation or any renewal, extension or termination thereof give notice thereof to the Issuer.

(r)

The Trustee may in the conduct of the trusts of these presents instead of acting personally employ and pay an agent (whether being a lawyer or other professional person) to transact or conduct, or concur in transacting or conducting, any business and to do, or concur in doing, all acts required to be done in connection with these presents (including the receipt and payment of money). Provided that the Trustee has taken reasonable care in selecting such agent, it shall not be in any way responsible for any Liability incurred by reason of any misconduct or default on the part of any such agent or be bound to supervise the proceedings or acts of any such agent.

(s)

The Trustee may appoint and pay any person to act as a nominee on any terms in relation to such assets of the trusts constituted by these presents as the Trustee may determine.

(t)

The Trustee shall not be responsible for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of these presents or any other document relating or expressed to be supplemental thereto and shall not be liable for any failure to obtain any licence, consent or other authority for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity,  performance, enforceability or admissibility in evidence of these presents or any other document relating or expressed to be supplemental thereto.

(u)

The Trustee shall not be responsible to any person for failing to request, require or receive any legal opinion relating to any Notes or for checking or commenting upon the content of any such legal opinion.

(v)

Any certificate or report of the Auditors or any other person called for by or provided to the Trustee in accordance with or for the purposes of the Notes may be relied upon by the Trustee as sufficient evidence of the facts stated therein whether or not such certificate or report is addressed to the Trustee and whether or not such certificate or report and/or any engagement letter or other document entered into by the Trustee in connection therewith contains a monetary or other limit on the liability of the Auditors (or such other expert or other person) in respect thereof.

(w)

So long as any Global Note is, or any Registered Notes represented by a Global Certificate are, held on behalf of a clearing system, in considering the interests of Noteholders, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders or participants with entitlements to any such Global Note or the Registered Notes and may consider such interests on the basis that such accountholders or participants were the holder(s) thereof.

(x)

The Trustee may call for and shall rely on any records, certificate or other document of or to be issued by Euroclear or Clearstream, Luxembourg in relation to any determination of the principal amount of Notes represented by a NGN. Any such records, certificate or other document shall be conclusive and binding for all purposes. The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any such records, certificate or other document to such effect purporting to be issued by Euroclear or Clearstream, Luxembourg and subsequently found to be forged or not authentic.

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(y)

No provision of these presents shall require the Trustee to do anything which may in its opinion be illegal or contrary to applicable law or regulation.

(z)

Any trustee being a banker, lawyer, broker or other person engaged in any profession or business shall be entitled to charge and be paid all usual professional and other charges for business transacted and acts done by him or his partner or firm on matters arising in connection with the trusts of these presents and also his properly incurred charges  in addition to disbursements for all other work and business done and all time spent by him or his partner or firm on matters arising in connection with these presents, including matters which might or should have been attended to in person by a trustee not being a banker, lawyer, broker or other professional person.

(aa)

Nothing contained in these presents shall require the Trustee to expend or risk its own funds  or otherwise incur any financial liability in the performance of its duties or the exercise of any right, power, authority or discretion hereunder if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not assured to it.

(bb)

The Trustee shall not be bound to take any steps to  enforce  the  performance  of  any provisions of these presents, the Notes or the Coupons or to appoint an independent financial advisor pursuant to the Conditions unless it shall be indemnified and/or secured and/or prefunded by the relevant Noteholders and/or Couponholders to its satisfaction against all proceedings, claims and demands to which it may be liable and against all costs, charges, liabilities and expenses which may be incurred by it in connection with such enforcement or appointment, including the cost of its managements’ time and/or other internal resources, calculated using its normal hourly rates in force from time to time.

(cc)

When determining whether an indemnity or any security or prefunding is satisfactory to it,    the Trustee shall be entitled to evaluate its risk in given circumstances by considering the worst-case scenario and, for this purpose, it may take into account, without limitation, the potential costs of defending or commencing proceedings in England or elsewhere and the risk however remote, of any award of damages against it in England or elsewhere.

(dd)

The Trustee shall be entitled to require that any indemnity or security given to it by the Noteholders or any of them be given on a joint and several basis and be supported by evidence satisfactory to it as to the financial standing and creditworthiness of each counterparty and/or as to the value of the security and an opinion as to the capacity, power and authority of each counterparty and/or the validity and effectiveness of the security.

17.

TRUSTEE'S LIABILITY

17.1

Subject to Section 750 of the Companies Act 2006 (if applicable), nothing in these presents shall in any case in which the Trustee has failed to show the degree of care and diligence required of it as trustee having regard to the provisions of these presents conferring on it any trusts, powers, authorities or discretions exempt the Trustee from or indemnify it against any liability for gross negligence, wilful default or fraud of which it may be guilty in relation to its duties under these presents.

17.2

Notwithstanding any provision of these presents to the contrary, the Trustee shall not in any event be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, business, goodwill or opportunity), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such loss or damage, unless the claim for loss or damage is made in respect of fraud on the part of the Trustee.

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18.

TRUSTEE CONTRACTING WITH THE ISSUER AND THE GUARANTOR

Neither the Trustee (which for the purpose of this Clause shall include the Holding Company of any corporation acting as trustee hereof or any Subsidiary of such Holding Company) nor any director or officer or Holding Company, Subsidiary or associated company of a corporation acting as a trustee under these presents shall by reason of its or his fiduciary position be in any way precluded from:

(a)

entering into or being interested in any contract or financial or other transaction or arrangement with the Issuer or the Guarantor or any person or body corporate associated with the Issuer or the Guarantor (including without limitation any contract, transaction or arrangement of a banking or insurance nature or any contract, transaction or arrangement in relation to the making of loans or the provision of financial facilities or financial advice to, or the purchase, placing or underwriting of or the subscribing or procuring subscriptions for or otherwise acquiring, holding or dealing with, or acting as paying agent in respect of, the Notes or any other notes, bonds, stocks, shares, debenture stock, debentures or other securities of, the Issuer, the Guarantor or any person or body corporate associated as aforesaid); or

(b)

accepting or holding the trusteeship of any other trust deed constituting or securing any other securities issued by or relating to the Issuer or the Guarantor or any such person or body corporate so associated or any other office of profit under the Issuer or the Guarantor or any such person or body corporate so associated,

and each shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such contract, transaction or arrangement as is referred to in 18(a) above or, as the case may be, any such trusteeship or office of profit as is referred to in 18(b) above without regard to the interests of the Noteholders and notwithstanding that the same may be contrary or prejudicial to the interests of the Noteholders and shall not be responsible for any Liability occasioned to the Noteholders thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.

Where any Holding Company, Subsidiary or associated company of the Trustee or any director or officer of the Trustee acting other than in his capacity as such a director or officer has any information, the Trustee shall not thereby be deemed also to have knowledge of such information and, unless it shall have actual knowledge of such information, shall not be responsible for any loss suffered by Noteholders resulting from the Trustee's failing to take such information into account in acting or refraining from acting under or in relation to these presents.

19.

WAIVER, AUTHORISATION AND DETERMINATION

19.1

The Trustee may without the consent or sanction of the Noteholders or the Couponholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or Potential Event of Default from time to time and at any time but only if and in so far as in its opinion the interests of the Noteholders shall not be materially prejudiced thereby waive or authorise any breach or proposed breach by the Issuer or the Guarantor of any of the covenants or provisions contained in these presents or any Condition or determine that any Event of Default or Potential Event of Default shall not be treated as such for the purposes of these presents or any Condition PROVIDED ALWAYS THAT the Trustee shall not exercise any powers conferred on it by this Clause in contravention of any express direction given by Extraordinary Resolution or by a request under Condition 10(A) but so that no such direction or request shall affect any waiver, authorisation or determination previously given or made. Any such waiver, authorisation or determination may be given or made on such terms and subject to such conditions (if any) as the Trustee may determine, shall be binding on the Noteholders and the Couponholders and, if, but only if, the Trustee shall so

33


require, shall be notified by the Issuer to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.

MODIFICATION

19.2

The Trustee may without the consent or sanction of the Noteholders or the Couponholders at any time and from time to time concur with the Issuer and the Guarantor in making any modification (a) to these presents or any Condition which in the opinion of the Trustee it may be proper to make PROVIDED THAT the Trustee is of the opinion that such modification is not materially prejudicial to the interests of the Noteholders or (b) to these presents or any Condition if in the opinion of the Trustee such modification is of a formal, minor or technical nature or to correct a manifest error or to comply with mandatory provisions of applicable law. In addition, the Trustee shall be obliged to concur with the Issuer and the Guarantor in using its reasonable endeavours to effect any Benchmark Amendments or Benchmark Replacement Conforming Changes in the circumstances as set out in Condition 4(b)(ii)(H) without the consent of the Noteholders or the Couponholders. Any such modification may be made on such terms and subject to such conditions (if any) as the Trustee may determine, shall be binding upon the Noteholders and the Couponholders and, unless the Trustee agrees otherwise, shall be notified by the Issuer to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.

BREACH

19.3

Any breach of or failure to comply by the Issuer or the Guarantor with any such terms  and conditions as are referred to in subclauses 19.1 and 19.2 of this Clause shall constitute a default by the Issuer or the Guarantor (as the case may be) in the performance or observance of a covenant or provision binding on it under or pursuant to these presents.

20.

HOLDER OF DEFINITIVE BEARER NOTE ASSUMED TO BE COUPONHOLDER

20.1

Wherever in these presents the Trustee is required or entitled to exercise a power, trust, authority or discretion under these presents, except as ordered by a court of competent jurisdiction or as required by applicable law, the Trustee shall, notwithstanding that it may have express notice to the contrary, assume that each holder of a Definitive Bearer Note is the holder of all Coupons appertaining to each Definitive Bearer Note of which he is the holder.

NO NOTICE TO COUPONHOLDERS

20.2

Neither the Trustee nor the Issuer nor the Guarantor shall be required to give any notice to the Couponholders for any purpose under these presents and the Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Definitive Bearer Notes in accordance with Condition 14.

21.

SUBSTITUTION AND CONSOLIDATION MERGER, CONVEYANCE, TRANSFER OR LEASE

21.1

Substitution of the Issuer

(a)

The Trustee may without the consent of the Noteholders or Couponholders at any time agree with the Issuer to the substitution in place of the Issuer (or of the previous substitute under this Clause) as the principal debtor under these presents of (i) a Successor in Business to the Issuer or (ii) the Guarantor or a Successor in Business to the Guarantor or (iii) any other Subsidiary of the Guarantor (such substituted company being hereinafter called the New Company) provided that in each case a trust deed is executed or some other form of undertaking is given by the New Company in form and manner reasonably satisfactory to

34


the Trustee, agreeing to be bound by the provisions of these presents with any consequential amendments which the Trustee may deem appropriate as fully as if the New Company had been named in these presents as the principal debtor in place of the Issuer (or of the previous substitute under this Clause) and provided further that (save in the case of a substitution of the Guarantor or a Successor in Business to the Guarantor) the Guarantor unconditionally and irrevocably guarantees all amounts payable under these presents to the satisfaction of the Trustee. The following further conditions shall apply to this Clause 21.1(a):

(i)

the Issuer and the New Company shall comply with such other requirements as the Trustee may direct in order to ensure that the interests of the Noteholders are not materially prejudiced (and taking into account the proviso in paragraph 21.1(b) below);

(ii)

undertakings or covenants shall be given by the New Company in terms corresponding to the provisions of Condition 8 and Condition 7(b) shall be modified accordingly;

(iii)

without prejudice to the rights of reliance of the Trustee under the immediately following paragraph (iv), the Trustee is satisfied that the relevant transaction is not materially prejudicial to the interests of the Noteholders, provided that in determining such material prejudice the Trustee shall not take into account any prejudice to the interests of the Noteholders as a result of the New Company not being required pursuant to the undertakings or covenants given pursuant to the preceding paragraph (ii) to pay any additional amounts for or on account of any Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein); and

(iv)

if two authorised signatories of the New Company (or other officers acceptable to the Trustee) shall certify that the New Company is solvent at the time at which the relevant transaction is proposed to be effected (which certificate the Trustee may rely upon absolutely) the Trustee shall not be under any duty to have regard to the financial condition, profits or prospects of the New Company or to compare the same with those of the Issuer or any previous substitute under this Clause as applicable.

(b)

Any such trust deed or undertaking shall, if so expressed, operate to release the Issuer or the previous substitute as aforesaid from all of its obligations as principal debtor under these presents. Not later than 14 days after the execution of such documents and compliance with such requirements, the New Company shall give notice thereof in a form previously approved by the Trustee to the Noteholders in the manner provided in Condition 14. Upon the execution of such documents and compliance with such requirements, the New Company shall be deemed to be named in these presents as the principal debtor in place of the Issuer (or in place of the previous substitute under this Clause) under these presents and these presents shall be deemed to be modified in such manner as shall be necessary to give effect to the above provisions and, without limitation, references in these presents to the Issuer shall, unless the context otherwise requires, be deemed to be or include references to the New Company.

21.2

Substitution of the Guarantor

(a)

The Trustee may without the consent of the Noteholders or Couponholders at any time agree with the Guarantor to the substitution in place of the Guarantor (or of the previous substitute under this Clause) as guarantor under these presents of (i) a Successor in Business to the Guarantor or (ii) a Holding Company of the Guarantor or (iii) a Subsidiary of the Guarantor

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(such substituted company being hereinafter called the New Company) provided that in each case a trust deed is executed or some other form of undertaking is given by the New Company in form and manner reasonably satisfactory to the Trustee, agreeing to be bound by the provisions of these presents with any consequential amendments which the Trustee may deem appropriate as fully as if the New Company had been named in these presents as the guarantor in place of the Guarantor (or of the previous substitute under this Clause) and provided further that (in the case of a substitution of a Subsidiary of the Guarantor) the Guarantor unconditionally and irrevocably guarantees all amounts payable by the Issuer under these presents to the satisfaction of the Trustee.

(b)

The following further conditions shall apply to 21.2(a) above:

(i)

the Guarantor and the New Company shall comply with such other requirements as the Trustee may direct in order to ensure that the interests of the Noteholders are not materially prejudiced (and taking into account the proviso in paragraph 21.2(c) below);

(ii)

undertakings or covenants shall be given by the New Company in terms corresponding to the provisions of Condition 8 and Condition 7(b) shall be modified accordingly;

(iii)

without prejudice to the rights of reliance of the Trustee under the immediately following paragraph (iv), the Trustee is satisfied that the relevant transaction is not materially prejudicial to the interests of the Noteholders, provided that in determining such material prejudice the Trustee shall not take into account any prejudice to the interests of the Noteholders as a result of the New Company not being required pursuant to the undertakings or covenants given pursuant to the preceding paragraph (ii) to pay any additional amounts for or on account of any Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein); and

(iv)

if two authorised signatories of the New Company (or other officers acceptable to the Trustee) shall certify that the New Company is solvent at the time at which the relevant transaction is proposed to be effected (which certificate the Trustee may rely upon absolutely) the Trustee shall not be under any duty to have regard to the financial condition, profits or prospects of the New Company or to compare the same with those of the Guarantor or any previous substitute under this Clause as applicable.

(c)

Any such trust deed or undertaking shall, if so expressed, operate to release the Guarantor or the previous substitute as aforesaid from all of its obligations as guarantor under these presents. Not later than 14 days after the execution of such documents and compliance with such requirements, the New Company shall give notice thereof in a form previously approved by the Trustee to the Noteholders in the manner provided in Condition 14. Upon the execution of such documents and compliance with such requirements, the New Company shall be deemed to be named in these presents as the guarantor in place of the Guarantor (or in place of the previous substitute under this Clause) under these presents and these presents shall be deemed to be modified in such manner as shall be necessary to give effect to the above provisions and, without limitation, references in these presents to the Guarantor shall, unless the context otherwise requires, be deemed to be or include references to the New Company.

21.3     (a)          Each of the Issuer and the Guarantor may consolidate with or merge (which term shall include for the avoidance of doubt a scheme of arrangement) into any other Person or

36


convey, transfer or lease its respective properties and assets substantially as an entirety to any Person, and each of the Issuer and the Guarantor may permit any Person to consolidate with or merge into the Issuer or the Guarantor (as relevant) or convey, transfer or lease its properties and assets substantially as an entirety to the Issuer or the Guarantor (as relevant), provided that:

(i)

if the Issuer or the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its respective properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Issuer or the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the respective properties and assets of the Issuer or the Guarantor (as relevant) substantially as an entirety shall be a corporation, partnership or trust, shall be organised and validly existing under the laws of any applicable jurisdiction and shall expressly assume (including, in the case of a Reorganisation, by way of a full and unconditional guarantee subject to the proviso to this subclause) by a trust deed supplemental hereto executed and delivered to the Trustee on behalf of the Noteholders in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all the Notes and the performance or observance of every covenant of these presents on the part of the Issuer or the Guarantor (as relevant) to be performed or observed; provided, however, that in the case of a Reorganisation;

(A)

such assumption shall be effected by means of a supplemental trust deed executed by the guarantor in which:

I.

the guarantor covenants to the Trustee to guarantee irrevocably and unconditionally the due and punctual payment of the principal of and interest on all the Notes, and all other amounts payable by the Issuer or the Guarantor (as relevant) under these presents, which guarantee shall (inter alia) not be subject to any requirement for presentment or demand and shall not be affected, modified or impaired upon the happening from time to time of any event, including without limitation (x) the waiver, surrender, compromise, settlement, release, termination or modification of any or all of the obligations, covenants or agreements of the Issuer or the Guarantor (as relevant) under these presents; (y) the bankruptcy or insolvency of the Issuer or the Guarantor (as relevant); and (z) to the extent permitted by law, the release or discharge by operation of law of the Issuer or the Guarantor (as relevant) from the performance or observance of any obligation, covenant or agreement contained in these presents; and

II.

the guarantor covenants to be bound by each and every obligation of the Issuer or the Guarantor (as relevant) contained in these presents, including without limitation the obligation to pay additional amounts with respect to any payment made under the guarantee to the extent and subject to the exceptions, mutatis mutandis, set out in Condition 8, and to be subject to each Event of Default specified in Condition 10(A) or in any Notes or Certificates in respect thereof and to each Potential Event of Default, as though in each case, each reference to the Issuer or the Guarantor (as relevant) in connection with such obligations or Events of Default were to the guarantor; provided, however, that the reference to specific statutes in

37


Condition 10(A)(e) shall be modified, if applicable, to reflect the laws of the jurisdiction of incorporation of the guarantor; and

(B)

the Trustee shall have received an opinion of legal counsel (which may be an employee of the guarantor), in form and substance reasonably satisfactory to the Trustee to the effect that such guarantee is the valid, binding and enforceable obligation of the guarantor;

(ii)

immediately prior to and after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or the Guarantor (as relevant) as a result of such transaction as having been incurred by the Issuer or the Guarantor (as relevant) at the time of such transaction, no Event of Default or Potential Event of Default shall have happened and be continuing;

(iii)

the Person formed by such consolidation or into which the Issuer or the Guarantor (as relevant) is merged or to whom the Issuer or the Guarantor (as relevant) has conveyed, transferred or leased its properties or assets (if such Person is incorporated or organised and validly existing under the laws of a jurisdiction other than the United States, any State thereof, or the District of Columbia, or England  and Wales) agrees to indemnify the Trustee and the holder of each Note and Coupon against (A) any tax, assessment or governmental charge imposed on the Trustee or any such holder or required to be withheld or deducted from any payment to the Trustee or such holder as a consequence of such consolidation, merger, conveyance, transfer or lease; and (B) any costs or expenses of the act of such consolidation, merger, conveyance, transfer or lease;

(iv)

the Issuer or the Guarantor (as relevant) (and, in the case of a guarantee as provided above, the guarantor) has delivered to the Trustee a Certificate signed by two of its Authorised Signatories (or other officers acceptable to the Trustee) and an opinion  of legal counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental trust deed is required in connection with such transaction, such supplemental trust deed complies with this Clause, that such supplemental trust deed is valid, binding and enforceable and that all conditions precedent herein provided for relating to such transaction have been complied with;

(v)

undertakings or covenants shall be given by such Person in terms corresponding to the provisions of Condition 8 and Condition 7(b) shall be modified accordingly;

(vi)

without prejudice to the rights of reliance of the Trustee under the immediately following paragraph (vii), the Trustee is satisfied that the relevant transaction is not materially prejudicial to the interests of the Noteholders, provided that in determining such material prejudice the Trustee shall not take into account any prejudice to the interests of the Noteholders as a result of the Person pursuant to the undertakings or covenants given pursuant to the preceding paragraph (v) not being required to pay any additional amounts for or on account of any Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein); and

(vii)

if two authorised signatories of the Person formed by such consolidation or into which the Issuer or the Guarantor (as relevant) is merged or to whom the Issuer or the Guarantor (as relevant) has conveyed, transferred or leased its properties or assets (or other officers acceptable to the Trustee) shall certify that such Person is solvent at the time at which the relevant transaction is proposed to be effected (which certificate the Trustee may rely upon absolutely) the Trustee shall not be

38


under any duty to have regard to the financial condition, profits or prospects of such Person or to compare the same with those of the Issuer or the Guarantor (as relevant).

(b)

Upon any consolidation of the Issuer or the Guarantor (as relevant) with, or merger of the Issuer or the Guarantor (as relevant) into, any other Person or any conveyance, transfer or lease of the respective properties and assets of the Issuer or the Guarantor (as relevant) substantially as an entirety in accordance with paragraph (a) of this subclause 21.3, the successor Person formed by such consolidation or into which the Issuer or the Guarantor (as relevant) is merged or to which such conveyance, transfer or lease is made shall succeed to and be substituted for, except in the case of an assumption by way of a full and unconditional guarantee made in accordance with paragraph (a) of this subclause 21.3 (in which event, the Issuer or the Guarantor (as relevant) shall remain an obligor under these presents), and may exercise every right and power of, the Issuer or the Guarantor (as relevant) under these presents with the same effect as if such successor Person had been named as the Issuer or the Guarantor (as relevant) in these presents, as the case may be, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under these presents.

(c)

Not later than 21 days after completion of the relevant transaction as referred to in  paragraph (a) of this subclause 21.3 the Issuer or the Guarantor (as relevant) or, as the case may be, the Person resulting from any such consolidation or merger shall give notice thereof in a form previously approved by the Trustee to the Noteholders in the manner provided in Condition 14.

22.

CURRENCY INDEMNITY

Each of the Issuer and the Guarantor shall severally indemnify the Trustee, every Appointee, the Noteholders and the Couponholders and keep them indemnified against:

(a)

any loss or damage incurred by any of them arising from the non-payment by the Issuer or the Guarantor of any amount due to the Trustee or the holders of the Notes issued by the Issuer and the relative Couponholders under these presents by reason of any variation in the rates of exchange between those used for the purposes of calculating the amount due under a judgment or order in respect thereof and those prevailing at the date of actual payment by  the Issuer or the Guarantor; and

(b)

any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the local currency equivalent of the amounts due or contingently due under these presents (other than this Clause) is calculated for the purposes of any bankruptcy, insolvency or liquidation of the Issuer or, as the case may be, the Guarantor and (ii) the final date for ascertaining the amount of claims in such bankruptcy, insolvency or liquidation. The amount of such deficiency shall be deemed not to be reduced by any variation in rates of exchange occurring between the said final date and the date of any distribution of assets in connection with any such bankruptcy, insolvency or liquidation.

The above indemnities shall constitute obligations of the Issuer and the Guarantor separate and independent from their other obligations under the other provisions of these presents and shall apply irrespective of any indulgence granted by the Trustee or the Noteholders or the Couponholders from time to time and shall continue in full force and effect notwithstanding the judgment or filing of any proof or proofs in any bankruptcy, insolvency or liquidation of the Issuer or, as the case may be, the Guarantor for a liquidated sum or sums in respect of amounts due under these presents (other than this Clause). Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the

39


Noteholders and the Couponholders and no proof or evidence of any actual loss shall be required by the Issuer or the Guarantor or their liquidator or liquidators.

23.

NEW TRUSTEE

23.1

The power to appoint a new trustee of these presents shall be vested in the Issuer but no person shall be appointed who shall not previously have been approved by an Extraordinary Resolution. One or more persons may hold office as trustee or trustees of these presents but such trustee or trustees shall be or include a Trust Corporation. Whenever there shall be more than two trustees of these presents the majority of such trustees shall be competent to execute and exercise all the duties, powers, trusts, authorities and discretions vested in the Trustee by these presents provided that a Trust Corporation shall be included in such majority. Any appointment of a new trustee of these presents shall as soon as practicable thereafter be notified by the Issuer to the Issuing and Principal Paying Agent and in accordance with Condition 14 to the Noteholders.

Separate and Co-Trustees

23.2

Notwithstanding the provisions of subclause 23.1 above, the Trustee may, upon giving prior notice  to the Issuer and the Guarantor (but without the consent of the Issuer, the Guarantor, the Noteholders or the Couponholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee:

(a)

if the Trustee considers such appointment to be in the interests of the Noteholders;

(b)

for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or

(c)

for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents against the Issuer and/or the Guarantor.

Each of the Issuer and the Guarantor irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges and expenses incurred by the Trustee.

24.

TRUSTEE'S RETIREMENT AND REMOVAL

A trustee of these presents may retire at any time on giving not less than three months' prior written notice to the Issuer and the Guarantor without giving any reason and without being responsible for any Liabilities incurred by reason of such retirement. The Noteholders shall have the power exercisable by Extraordinary Resolution to remove any trustee or trustees for the time being of these presents. The Issuer and the Guarantor each undertakes that in the event of the only trustee of these presents which is a Trust Corporation giving notice under this Clause or being removed by Extraordinary Resolution it will use all reasonable endeavours to procure that a new trustee of these presents being a Trust Corporation is appointed as soon as reasonably practicable thereafter. The retirement or removal of any such trustee shall not become effective until a successor trustee being a Trust Corporation is appointed.

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25.

TRUSTEE'S POWERS TO BE ADDITIONAL

The powers conferred upon the Trustee by these presents shall be in addition to any powers which may from time to time be vested in the Trustee by the general law or as a holder of any of the Notes or Coupons.

26.

NOTICES

Any notice or demand to the Issuer, the Guarantor or the Trustee required to be given, made or served for any purposes under these presents shall be given, made or served by sending the same by pre-paid post (first class if inland, first class airmail if overseas), email or facsimile transmission or by delivering it by hand as follows:

to the Issuer:

Vodafone International Financing Designated Activity Company 2nd Floor

Palmerston House Fenian Street Dublin 2, Ireland

(Attention: Group Treasury Director) Email: Treasury.Dealers@vodafone.com

(with a copy to the Guarantor)

to the Guarantor:Vodafone House

The Connection Newbury

Berkshire RG14 2FN England

(Attention: Group Treasury Director)

Email: Treasury.Dealers@vodafone.com

to the Trustee:

Eighth Floor
100 Bishopsgate

London EC2N 4AG
England

(Attention: the Manager, Commercial Trusts) Email: trustsupport@lawdeb.com

Facsimile No.: 020 7606 5451

or to such other postal address, email address or facsimile number as shall have been notified (in accordance with this Clause) to the other parties hereto and any notice or demand sent by post as aforesaid shall be deemed to have been given, made or served upon receipt. Any notice or demand sent by email as aforesaid shall be deemed to have been given, made or served when sent (provided always that any communication to the Trustee shall only be treated as having been received upon written confirmation of receipt by the Trustee and an automatically generated “read” or “received” receipt shall not constitute such confirmation). Any notice or demand sent by facsimile transmission as aforesaid shall be deemed to have been given, made or served upon receipt provided that in the case of a notice or demand given by facsimile transmission such notice or demand shall forthwith be confirmed by post.

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27.

GOVERNING LAW

The Trust Deed, the Notes, the Coupons, and any non-contractual obligations arising out of or in connection with them, are governed by, and shall be construed in accordance with, English law.

28.

SUBMISSION TO JURISDICTION

28.1

Each of the Issuer and the Guarantor irrevocably agrees for the benefit of the Trustee, the Noteholders and the Couponholders that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with these presents (including a dispute relating to any non-contractual obligations arising out of or in connection with these presents) and accordingly submit to the exclusive jurisdiction of the English courts. Each of the Issuer and the Guarantor waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. The Trustee, the Noteholders and the Couponholders may take any suit, action or proceeding arising out of or in connection with these presents (including any suit, action or proceedings relating to any non-contractual obligations arising out of or in connection with these presents) (together referred to as Proceedings) against each of the Issuer and the Guarantor in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

28.2

The Issuer irrevocably and unconditionally appoints the Guarantor at its registered office for the time being (and in the event of its ceasing so to act will appoint such other person as the Trustee may approve and as the Guarantor may nominate in writing to the Trustee for the purpose) to accept service of process on its behalf in England in respect of any Proceedings and the Guarantor hereby accepts such appointment. The Issuer:

(a)

agrees to procure that, so long as any of the Notes remains liable to prescription, there shall be in force an appointment of such a person approved by the Trustee with an office in London with authority to accept service as aforesaid;

(b)

agrees that failure by any such person to give notice of such service of process to the Issuer shall not impair the validity of such service or of any judgment based thereon;

(c)

consents to the service of process in respect of any Proceedings by the airmailing of copies, postage prepaid, to the Issuer in accordance with Clause 26; and

(d)

agrees that nothing in these presents shall affect the right to serve process in any other manner permitted by law.

29.

COUNTERPARTS

This Trust Deed and any trust deed supplemental hereto may be executed and delivered in counterparts, all of which, taken together, shall constitute one and the same deed and any party to this Trust Deed or any party to any trust deed supplemental hereto may enter into the same by executing and delivering a counterpart.

30.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

A person who is not a party to this Trust Deed or any trust deed supplemental hereto has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Trust Deed or any trust deed supplemental hereto, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

IN WITNESS whereof this Trust Deed has been executed as a deed by the Issuer, the Guarantor and the Trustee and delivered on the date stated on page 1.

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SCHEDULE 1

TERMS AND CONDITIONS OF THE NOTES

Notes issued by Vodafone International Financing DAC (the Issuer) are constituted by a Trust Deed dated 27 July 2020 (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) made between the Issuer, Vodafone Group Plc (the Guarantor) and The Law Debenture Trust Corporation p.l.c. (the Trustee, which expression shall include any successor as trustee).

The Notes and the Coupons (as defined below) have the benefit of an Agency Agreement dated 27 July 2020 (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) made between the Issuer, the Guarantor, HSBC Bank plc as issuing and principal paying agent and agent bank (the Issuing and Principal Paying Agent, which expression shall include any successor issuing and principal paying agent) and the Trustee. The Issuer and the Guarantor may appoint other paying agents (together with the Issuing and Principal Paying Agent, the Paying Agents, which expression shall include any additional or successor paying agents), an exchange agent (the Exchange Agent, which expression shall include any successor exchange agent), a registrar (the Registrar, which expression shall include any successor registrar) and transfer agents (together with the Registrar, the Transfer Agents, which expression shall include any additional or successor transfer agent). The Noteholders (as defined below) and the holders (the Couponholders) of the interest coupons (the Coupons) relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the Talons) are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions applicable to them of the Agency Agreement. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. References in these Terms and Conditions to Exempt Notes are to Notes for which no prospectus is required to be published under the EU Prospectus Regulation (as defined below).

If this Note is not an Exempt Note, the final terms for this Note (or the relevant provisions thereof) are attached to or endorsed on this Note (the Final Terms). Part A of the Final Terms completes these Terms and Conditions for the purposes of this Note. References to the applicable Final Terms are to Part A of the Final Terms (or the relevant provisions thereof). If this Note is an Exempt Note, the pricing supplement for this Note (or the relevant provisions thereof) are attached to or endorsed on this Note (the Pricing Supplement). Part A of the Pricing Supplement completes these Terms and Conditions for the purposes of this Note and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of this Note. In the case of Exempt Notes, any subsequent reference in these Terms and Conditions to Final Terms shall be deemed to include reference to Pricing Supplement so far as the context admits.

The Trustee acts for the benefit of the Noteholders and the Couponholders (which expression shall, unless the context otherwise requires, include the holders of the Talons), in accordance with the provisions of the Trust Deed.

As used herein, Tranche means Notes which are identical in all respects (including as to listing) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.

Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Guarantor (being Vodafone House, The Connection, Newbury, Berkshire RG14 2FN) and of the Trustee (being at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, England) and at the specified office of each of the Paying Agents. In addition, the applicable Final Terms will be available for viewing on the website of the Irish Stock Exchange plc, trading as Euronext Dublin, at https://live.euronext.com or otherwise published in accordance with Regulation (EU) 2017/1129 (the EU Prospectus Regulation). If this Note is an Exempt Note, the applicable Pricing Supplement will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the Paying Agent for the time being in London as to the identity of such holder. The Noteholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Trust Deed, the Agency Agreement and the applicable Final Terms which are applicable to them. The statements in these Terms and Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed. Words and expressions defined in the Trust Deed and/or the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and the Trust Deed, the Trust Deed shall prevail and, in the event of inconsistency between the Agency Agreement or the Trust Deed and the applicable Final Terms, the applicable Final Terms will prevail.

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References herein to RMB Notes are to Notes denominated in Renminbi. References herein to Renminbi, RMB and CNY are to the lawful currency of the Peoples Republic of China (the PRC) which, for the purposes of these Terms and Conditions, excludes the Hong Kong Special Administrative Region of the Peoples Republic of China, the Macau Special Administrative Region of the Peoples Republic of China and Taiwan.

1.

Form, Denomination and Title

The Notes are issued in bearer form (Bearer Notes, which expression includes Notes that are specified to be Exchangeable Bearer Notes), in registered form (Registered Notes) or in bearer form exchangeable for Registered Notes (Exchangeable Bearer Notes) in each case in the Specified Denomination(s) shown hereon.

All Registered Notes shall have the same Specified Denomination. Where Exchangeable Bearer Notes are issued, the Registered Notes for which they are exchangeable shall have the same Specified Denomination as the lowest denomination of Exchangeable Bearer Notes.

The Notes may be Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes, CMS Linked Notes, Inflation Linked Interest Notes or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms.

The Notes may be redeemable at par or may be Inflation Linked Redemption Notes, depending on the Redemption Basis shown in the applicable Final Terms.

The Notes may also be Sustainability-Linked Notes as defined in Condition 4(c).

If this Note is an Exempt Note, this Note may include terms and conditions not contemplated by these Terms and Conditions, in which event the relevant provisions will be included in the applicable Pricing Supplement.

Bearer Notes are serially numbered and are issued with Coupons attached, unless they are Zero Coupon Notes, in which case references to Coupons and Couponholders in these Terms and Conditions are not applicable.

Registered Notes are represented by registered certificates (Certificates) and, save as provided in Condition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder.

Title to the Bearer Notes and Coupons will pass by delivery. Title to the Registered Notes will pass by registration in the register that the Issuer and the Guarantor will procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the Register). The Issuer, the Guarantor, any Paying Agent, the Registrar, the Transfer Agents, the Exchange Agent and the Trustee may (to the fullest extent permitted by applicable laws) deem and treat the holder (as defined below) of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon (or on the Certificate representing it) or any notice of previous loss or theft of the Note or Coupon (or that of the related Certificate) or of trust or any interest therein) and shall not be required to obtain any proof thereof or as to the identity of such holder and no person shall be liable for so treating the holder.

In these Terms and Conditions, Noteholder means the bearer of any Bearer Note or the person in whose name a Registered Note is registered (as the case may be), holder (in relation to a Note or Coupon) means the bearer of any Bearer Note or Coupon or the person in whose name a Registered Note is registered (as the case may be) and capitalised terms have the meanings given to them in the applicable Final Terms, the absence of any such meaning indicating that such term is not applicable to the Notes.

If so specified in the applicable Final Terms, some or all of the relevant Tranche of Notes may immediately be purchased by or on behalf of the Issuer on the Issue Date thereof. Such Notes are referred to as Retained Notes. Any Retained Notes may (in each case, together with the related Coupons and Talons, if applicable) be purchased by and held by or for the account of the Issuer, the Guarantor or any other Subsidiary of the Guarantor and may be sold or otherwise disposed of in whole or in part by private treaty at any time, and shall cease to be Retained Notes to the extent of and upon such sale or disposal.

Retained Notes shall, pending sale or disposal by or on behalf of the Issuer, carry the same rights and be subject in all respects to the same terms and conditions as the other Notes of the relevant Series, except that Retained Notes will not be treated as outstanding for the purposes of determining quorum or voting at meetings of Noteholders, passing a resolution in writing, the giving of consent by way of electronic consents or of considering the interests of the Noteholders save as otherwise provided in

44


the Trust Deed. Notes which have ceased to be Retained Notes shall carry the same rights and be subject in all respects to the same terms and conditions as the other Notes of the relevant Series.

Retained Notes will be held by a custodian appointed by the Issuer, the Guarantor or any other Subsidiary of the Guarantor and specified in the applicable Final Terms (the Custodian). At the time of such appointment, the Issuer (or the Guarantor or a relevant Subsidiary of the Guarantor, as the case may be), the Trustee and the Custodian will enter into a custody agreement to specify how the Custodian will hold such Retained Notes on behalf of the Issuer.

2.

Exchanges of Exchangeable Bearer Notes and Transfers of Registered Notes

(a)

Exchange of Exchangeable Bearer Notes

Subject as provided in Condition 2(f), Exchangeable Bearer Notes may be exchanged for the same nominal amount of Registered Notes at the request in writing of the relevant Noteholder (in substantially the same form set out in Schedule 4 of the Agency Agreement) and upon surrender of each Exchangeable Bearer Note to be exchanged, together with all unmatured Coupons relating to it, at the specified office of any Transfer Agent; provided, however, that where an Exchangeable Bearer Note is surrendered for exchange after the Record Date (as defined in Condition 6(c)) for any payment of interest, the Coupon in respect of that payment of interest need not be surrendered with it. Registered Notes may not be exchanged for Bearer Notes. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes that are not Exchangeable Bearer Notes may not be exchanged for Registered Notes.

(b)

Transfer of Registered Notes

One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate, (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor.

(c)

Partial Redemption in Respect of Registered Notes

In the case of a partial redemption of a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder in respect of the balance of the holding not redeemed. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding.

(d)

Delivery of New Certificates

Each new Certificate to be issued pursuant to Conditions 2(a), (b) or (c) above shall only be available for delivery within three business days of receipt of the request for exchange, form of transfer or Change of Control Put Notice (as defined in Condition 7(d)) or Put Notice (as defined in Condition 7(e)) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such request for exchange, form of transfer, Change of Control Put Notice, Put Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant request for exchange, form of transfer, Change of Control Put Notice, Put Notice or other in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 2(d), business day means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be).

(e)

Exchange or Transfer Free of Charge

Exchange and transfer of Notes and Certificates on registration, transfer and exercise of an option or partial redemption shall be effected without charge by or on behalf of the Issuer, the Guarantor, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require).

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(f)

Closed Periods

No Noteholder may require the transfer of a Registered Note to be registered or an Exchangeable Bearer Note to be exchanged for one or more Registered Note(s) (i) during the period of 15 days prior to any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 7(c), (ii) after any such Note has been called for redemption or (iii) during the period of seven days ending on (and including) any Record Date. An Exchangeable Bearer Note called for redemption may, however, be exchanged for one or more Registered Note(s) in respect of which the Certificate is simultaneously surrendered not later than the relevant Record Date.

3.

Status of the Notes and the Guarantee

(a)

Status of the Notes

The Notes and any relative Coupons are direct, unconditional and unsecured obligations of the Issuer and rank and will rank pari passu, without any preference among themselves, with all other, present and future, outstanding unsecured and unsubordinated obligations of the Issuer (other than obligations preferred by law).

(b)

Status of the Guarantee

The payment of principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed has been unconditionally and irrevocably guaranteed by the Guarantor in the Trust Deed (the Guarantee). The obligations of the Guarantor under the Guarantee are direct, unconditional and unsecured obligations of the Guarantor and rank and will rank pari passu with all other, present and future, outstanding unsecured and unsubordinated obligations of the Guarantor (other than obligations preferred by law).

4.

Interest and Sustainability-Linked Notes

(a)

Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year and on the Maturity Date.

In the case of RMB Notes, if:

(i)

Interest Payment Date Adjustment is specified as applying in the applicable Final Terms; and

(ii)

(x) there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) any Interest Payment Date would otherwise fall on a day which is not a Business Day,

then such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

If the Notes are in definitive form, except (A) in the case of Sustainability-Linked Notes (as defined in Condition 4(c)) where (i) Sustainability-Linked Trigger Event (Interest) is specified as applicable in the applicable Final Terms and (ii) following the occurrence of one or more relevant Sustainability-Linked Trigger Event(s), the Initial Rate of Interest has been increased in accordance with Condition 4(c) or (B) as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date in respect of the Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified.

Except in the case of relevant Notes in definitive form where a Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to:

(i)

in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note; or

(ii)

in the case of Fixed Rate Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Fixed Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in

46


accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Specified Denomination without any further rounding.

(b)

Interest on Floating Rate Notes, CMS Linked Notes and Inflation Linked Interest Notes

(i)

Interest Payment Dates

Each Floating Rate Note, CMS Linked Note and Inflation Linked Interest Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:

(A)

the Specified Interest Payment Date(s) (each an Interest Payment Date) in each year specified in the applicable Final Terms; or

(B)

if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each an Interest Payment Date) which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period. If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:

(1)

in any case where Specified Periods are specified in accordance with Condition 4(b)(i)(B), the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (B) below shall apply mutatis mutandis or (ii) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (B) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or

(2)

the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or

(3)

the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or

(4)

the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

(ii)

Rate of Interest for Floating Rate Notes and CMS Linked Notes

The Rate of Interest payable from time to time in respect of Floating Rate Notes will be determined in the manner specified in the applicable Final Terms. The Rate of Interest payable from time to time in respect of CMS Linked Notes will be determined in accordance with Condition 4(b)(ii)(G).

(A)

ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Issuing and Principal Paying Agent under an interest rate swap transaction if the Issuing and Principal Paying Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which:

47


(1)

the Floating Rate Option is as specified in the applicable Final Terms;

(2)

the Designated Maturity is a period specified in the applicable Final Terms; and

(3)

the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on EURIBOR for a currency, the first day of that Interest Period or (ii) in any other case, as specified in the applicable Final Terms.

For the purposes of this sub-paragraph (A), (i) Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity and Reset Date have the meanings given to those terms in the ISDA Definitions, (ii) the definition of Banking Day in the ISDA Definitions shall be amended to insert after the words are open for in the second line the word general and (iii) Euro-zone means the region comprised of Member States of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union.

(B)

Screen Rate Determination for Floating Rate Notes Term Rate

This Condition 4(b)(ii)(B) applies where the applicable Final Terms specifies both Screen Rate Determination and Term Rate to be Applicable. The Rate of Interest for each Interest Period will, subject to Condition 4(b)(ii)(H) and as provided below, be either:

(1)

the offered quotation; or

(2)

the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page (or such replacement page on that service which displays the information) as at the Relevant Time on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Issuing and Principal Paying Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Issuing and Principal Paying Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

If the Relevant Screen Page is not available or if, in the case of Condition 4(b)(ii)(B)(1) above, no such offered quotation appears or, in the case of Condition 4(b)(ii)(B)(2) above, fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph above, the Issuing and Principal Paying Agent shall request each of the Reference Banks to provide the Issuing and Principal Paying Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate, at approximately the Relevant Time, on the Interest Determination Date in question. If two or more of the Reference Banks provide the Issuing and Principal Paying Agent with such offered quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of such offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Issuing and Principal Paying Agent.

If on any Interest Determination Date one only or none of the Reference Banks provides the Issuing and Principal Paying Agent with such offered quotations as provided in the preceding paragraph, the Rate of Interest for the  relevant Interest Period shall be the rate per annum which the Issuing and Principal Paying Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (and at the request of) the Issuing and Principal Paying Agent by the Reference Banks or any two or more of them, at which such banks were offered, at approximately the Relevant Time, on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market or, if the Reference Rate is TIBOR, the Tokyo inter-bank market or, if the Reference Rate is CDOR, the Toronto inter-bank market or, if the Reference Rate is JIBAR, the Johannesburg inter-bank market, as the case may be, plus or minus  (as appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the Issuing and Principal Paying Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean (rounded as provided above) of the

48


offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at approximately the Relevant Time, on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Guarantor suitable for such purpose) informs the Issuing and Principal Paying Agent it is quoting to leading banks in, if the Reference Rate is EURIBOR, the Euro-zone inter- bank market or, if the Reference Rate is TIBOR, the Tokyo inter-bank market or, if the Reference Rate is CDOR, the Toronto inter-bank market or, if the Reference Rate is JIBAR, the Johannesburg inter-bank market, as the case may be, plus or minus (as appropriate) the Margin (if any), provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period, in place of the Margin relating to that last preceding Interest Period).

(C)

Screen Rate Determination for Floating Rate Notes Overnight Rate Compounded Daily SONIA Non-Index Determination

This Condition 4(b)(ii)(C) applies where the applicable Final Terms specifies: (1) Screen Rate Determination and Overnight Rate to be Applicable; (2) Compounded Daily SONIA as the Reference Rate; and (3) Index Determination to be Not Applicable.

(a)

The Rate of Interest for an Interest Accrual Period will, subject to Condition 4(b)(ii)(H) and as provided below, be Compounded Daily SONIA with respect to such Interest Accrual Period plus or minus (as indicated in the applicable Final Terms) the applicable Margin (if any), all as determined by the Issuing and Principal Paying Agent.

Compounded Daily SONIA means, with respect to an Interest Accrual Period, the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) as calculated by the Issuing and Principal Paying Agent as at the relevant Interest Determination Date in accordance with the following formula (and the resulting percentage will be rounded if necessary to the nearest fifth decimal place, with 0.000005 being rounded upwards):

Graphic

where:

dis the number of calendar days in:

(i)

where Lag is specified as the Observation Method in the applicable Final Terms, the relevant Interest Accrual Period; or

(ii)

where Observation Shift is specified as the Observation Method in the applicable Final Terms, the relevant Observation Period;

Dis the number specified as such in the applicable Final Terms (or, if no such number is specified, 365); domeans:

(i)

where Lag is specified as the Observation Method in the applicable Final Terms, the number of London Banking Days in the relevant Interest Accrual Period; or

(ii)

where Observation Shift is specified as the Observation Method in the applicable Final Terms, the number of London Banking Days in the relevant Observation Period;

i

is a series of whole numbers from one to do, each representing the relevant London Banking Day in chronological order from, and including, the first London Banking Day in:

49


(i)

where Lag is specified as the Observation Method in the applicable Final Terms, the relevant Interest Accrual Period; or

(ii)

where Observation Shift is specified as the Observation Method in the applicable Final Terms, the relevant Observation Period;

London Banking Day means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;

ni

for any London Banking Day i, means the number of calendar days from (and including) such London Banking Day i up to (but excluding) the following London Banking Day;

Observation Period means the period from (and including) the date falling p London Banking Days prior to the first day of the relevant Interest Accrual Period to (but excluding) the date falling p London Banking Days prior to (A) (in the case of an Interest Period) the Interest Payment Date for such Interest Period or (B) (in the case of any other Interest Accrual Period) the date on which the relevant payment of interest falls due;

p

means:

(i)

where Lag is specified as the Observation Method in the applicable Final Terms, the number of London Banking Days specified as the Lag Period in the applicable Final Terms (or, if no such number is so specified, five London Banking Days); or

(ii)

where Observation Shift is specified as the Observation Method in the applicable Final Terms, the number of London Banking Days specified as the Observation Shift Period in the applicable Final Terms (or, if no such number is specified, five London Banking Days);

the SONIA reference rate, in respect of any London Banking Day (LBDx), is a reference rate equal to the daily Sterling Overnight Index Average (SONIA) rate for such LBDx as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page (or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors) on the London Banking Day immediately following such LBDx; and

SONIAi means the SONIA reference rate for:

(i)

where Lag is specified as the Observation Method in the applicable Final Terms, the London Banking Day falling p London Banking Days prior to the relevant London Banking Day i; or

(ii)

where Observation Shift is specified as the Observation Method in the applicable Final Terms, the relevant London Banking Day i.

(b)

Subject to Condition 4(b)(ii)(H), if, where any Rate of Interest is to be calculated pursuant to Condition 4(b)(ii)(C)(a) above, in respect of any London Banking Day on which an applicable SONIA reference rate is required to be determined, such SONIA reference rate is not made available on the Relevant Screen Page or has not otherwise  been published by the relevant authorised distributors, then the SONIA reference rate in respect of such London Banking Day shall be the rate determined by the Issuing and Principal Paying Agent as:

I.

the sum of (i) the Bank of Englands Bank Rate (the Bank Rate) prevailing at 5.00 p.m. (London time) (or, if earlier, close of business) on such London Banking Day; and (ii) the mean of the spread of the SONIA reference rate to the Bank Rate over the previous five London Banking Days in respect of which a SONIA reference rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads); or

II.

if the Bank Rate under (I)(i) above is not available at the relevant time, either (A) the SONIA reference rate published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors) for the first preceding London Banking Day in respect of which the SONIA reference rate was published on the

50


Relevant Screen Page (or otherwise published by the relevant authorised distributors) or (B) if this is more recent, the latest rate determined under (I) above,

and, in each case, references to SONIA reference rate in Condition 4(b)(ii)(C)(a) above shall be construed accordingly.

(c)

In the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions of this Condition 4(b)(ii)(C), and without prejudice to Condition 4(b)(ii)(H), the Rate of Interest shall be:

I.

that determined as at the last preceding Interest Determination Date on which the Rate of Interest was so determined (though substituting, where a different Margin, Maximum Rate of Interest and/or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as the case may be) relating to the relevant Interest Accrual Period, in place of the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as applicable) relating to that last preceding Interest Accrual Period); or

II.

if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Series of Notes for the first scheduled Interest Period had the Notes been in issue for a period equal in duration to the first scheduled Interest Period but ending on (and excluding) the Interest Commencement Date (applying the Margin and, if applicable, any Maximum Rate of Interest and/or Minimum Rate of Interest, applicable to the first scheduled Interest Period),

in each case as determined by the Issuing and Principal Paying Agent.

(D)

Screen Rate Determination for Floating Rate Notes Overnight Rate Compounded Daily SONIA Index Determination

This Condition 4(b)(ii)(D) applies where the applicable Final Terms specifies: (1) Screen Rate Determination and Overnight Rate to be Applicable; (2) Compounded Daily SONIA as the Reference Rate; and (3) Index Determination to be Applicable.

(a)

The Rate of Interest for an Interest Accrual Period will, subject to Condition 4(b)(ii)(H) and as provided below, be the Compounded Daily SONIA Rate with respect to such Interest Accrual Period plus or minus (as indicated in the applicable Final Terms) the applicable Margin (if any), all as determined by the Issuing and Principal Paying Agent.

Compounded Daily SONIA Rate means, with respect to an Interest Accrual Period, the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) (expressed as a percentage and rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) determined by the Issuing and Principal Paying Agent by reference to the screen rate or index for compounded daily SONIA rates administered by the administrator of the SONIA reference rate that is published or displayed by such administrator or other information service from time to time on the relevant Interest Determination Date, as further specified in the applicable Final Terms (the SONIA Compounded Index) and in accordance with the following formula:

Graphic

where:

d

is the number of calendar days from (and including) the day in relation to which SONIA Compounded IndexStart is determined to (but excluding) the day in relation to which SONIA Compounded IndexEnd is determined;

London Banking Day means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;

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Relevant Number” is the number specified as such in the applicable Final Terms (or, if no such number is specified, five);

SONIA Compounded IndexStart” means, with respect to an Interest Accrual Period, the SONIA Compounded Index determined in relation to the day falling the Relevant Number of London Banking Days prior to the first day of such Interest Accrual Period; and

SONIA Compounded IndexEnd” means, with respect to an Interest Accrual Period, the SONIA Compounded Index determined in relation to the day falling the Relevant Number of London Banking Days prior to (A) the Interest Payment Date for such Interest Accrual Period, or (B) such other date on which the relevant payment of interest falls due (but which by its definition or the operation of the relevant provisions is excluded from such Interest Accrual Period).

(b)

If the relevant SONIA Compounded Index is not published or displayed by the administrator of the SONIA reference rate or other information service by 5.00 p.m. (London time) (or, if later, by the time falling one hour after the customary or scheduled time for publication thereof in accordance with the then-prevailing operational procedures of the administrator of the SONIA reference rate or of such other information service, as the case may be) on the relevant Interest Determination Date, the Compounded Daily SONIA Rate for the applicable Interest Accrual Period for which the SONIA Compounded Index is not available shall be “Compounded Daily SONIA” determined in accordance with Condition 4(b)(ii)(C) above as if “Index Determination” were specified in the applicable Final Terms as being ‘Not Applicable’, and for these purposes: (i) the “Observation Method” shall be deemed to be “Observation Shift” and (ii) the “Observation Shift Period” shall be deemed to be equal to the Relevant Number of London Banking Days, as if those alternative elections had been made in the applicable Final Terms.

(E)

Screen Rate Determination for Floating Rate Notes – Overnight Rate – SOFR – Non-Index Determination

This Condition 4(b)(ii)(E) applies where the applicable Final Terms specifies: (1) Screen Rate Determination and Overnight Rate to be “Applicable”; (2) either Compounded Daily SOFR or Weighted Average SOFR as the Reference Rate; and (3) Index Determination to be “Not Applicable”.

Where the applicable Final Terms specifies the Reference Rate to be Compounded Daily SOFR, the provisions of paragraph (a) below of this Condition 4(b)(ii)(E) apply.

Where the applicable Final Terms specifies the Reference Rate to be Weighted Average SOFR, the provisions of paragraph (b) below of this Condition 4(b)(ii)(E) apply.

(a)

Compounded Daily SOFR

Where this paragraph (a) the Rate of Interest for an Interest Accrual Period will, subject to Condition 4(b)(ii)(H) and as provided below, be Compounded Daily SOFR with respect to such Interest Accrual Period plus or minus (as indicated in the applicable Final Terms) the applicable Margin (if any), all as determined by the Issuing and Principal Paying Agent.

Compounded Daily SOFR” means, with respect to an Interest Accrual Period, the rate of return of a daily compound interest investment (with the daily U.S. dollars secured overnight financing rate as reference rate for the calculation of interest) as calculated by the Issuing and Principal Paying Agent as at the relevant Interest Determination Date in accordance with the following formula (and the resulting percentage will be rounded if necessary to the nearest fifth decimal place, with 0.000005 being rounded upwards):

Graphic

where:

dis the number of calendar days in:

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(i)

where “Lag” or “Lock-out” is specified as the Observation Method in the applicable Final Terms, the relevant Interest Accrual Period; or

(ii)

where “Observation Shift” is specified as the Observation Method in the applicable Final Terms, the relevant Observation Period;

D

is the number specified as such in the applicable Final Terms (or, if no such number is specified, 360);

do

means:

(i)

where “Lag” or “Lock-out” is specified as the Observation Method in the applicable Final Terms, the number of U.S. Government Securities Business Days in the relevant Interest Accrual Period; or

(ii)

where “Observation Shift” is specified as the Observation Method in the applicable Final Terms, the number of U.S. Government Securities Business Days in the relevant Observation Period;

i

is a series of whole numbers from one to “do”, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in:

(i)

where “Lag” or “Lock-out” is specified as the Observation Method in the applicable Final Terms, the relevant Interest Accrual Period; or

(ii)

where “Observation Shift” is specified as the Observation Method in the applicable Final Terms, the relevant Observation Period;

Lock-out Period” means the period from (and including) the day following the Interest Determination Date to (but excluding) the corresponding Interest Payment Date;

New York Fed’s Website” means the website of the Federal Reserve Bank of New York (or a successor administrator of SOFR) or any successor source;

ni

for any U.S. Government Securities Business Day “i”, means the number of calendar days from (and including) such U.S. Government Securities Business Day “i” up to (but excluding) the following U.S. Government Securities Business Day;

Observation Period” means the period from (and including) the date falling “p” U.S. Government Securities Business Days prior to the first day of the relevant Interest Accrual Period to (but excluding) the date falling “p” U.S. Government Securities Business Days prior to (A) (in the case of an Interest Period) the Interest Payment Date for such Interest Period or (B) (in the case of any other Interest Accrual Period) the date on which the relevant payment of interest falls due;

p

means:

(i)

where “Lag” is specified as the Observation Method in the applicable Final Terms, the number of U.S. Government Securities Business Days specified as the “Lag Period” in the applicable Final Terms (or, if no such number is so specified, five U.S. Government Securities Business Days);

(ii)

where “Lock-out” is specified as the Observation Method in the applicable Final Terms, zero U.S. Government Securities Business Days; or

(iii)

where “Observation Shift” is specified as the Observation Method in the applicable Final Terms, the number of U.S. Government Securities Business Days specified as the “Observation Shift Period” in the applicable Final Terms (or, if no such number is specified, five U.S. Government Securities Business Days);

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Reference Day” means each U.S. Government Securities Business Day in the relevant Interest Accrual Period, other than any U.S. Government Securities Business Day in the Lock-out Period;

SOFR” in respect of any U.S. Government Securities Business Day (“USBDx”), is a reference rate equal to the daily secured overnight financing rate as provided by the Federal Reserve Bank of New York, as the administrator of such rate (or any successor administrator of such rate) on the New York Fed’s Website, in each case at or around 3.00 p.m. (New York City time) on the U.S. Government Securities Business Day immediately following such USBDx;

SOFRi” means the SOFR for:

(i)

where “Lag” is specified as the Observation Method in the applicable Final Terms, the U.S. Government Securities Business Day falling “p” U.S. Government Securities Business Days prior to the relevant U.S. Government Securities Business Day “i”;

(ii)

where “Lock-out” is specified as the Observation Method in the applicable Final Terms:

(I)

in respect of each U.S. Government Securities Business Day “i” that is a Reference Day, the SOFR in respect of the U.S. Government Securities Business Day immediately preceding such Reference Day; or

(II)

in respect of each U.S. Government Securities Business Day “i” that is not a Reference Day (being a U.S. Government Securities Business Day in the Lock-out Period), the SOFR in respect of the U.S. Government Securities Business Day immediately preceding the last Reference Day of the relevant Interest Accrual Period (such last Reference Day coinciding with the Interest Determination Date); or

(iii)

where “Observation Shift” is specified as the Observation Method in the applicable Final Terms, the relevant U.S. Government Securities Business Day “i”; and

U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

(b)

Weighted Average SOFR

Where this paragraph (b) applies, the Rate of Interest for an Interest Accrual Period will, subject to Condition 4(b)(ii)(H) and as provided below, be the Weighted Average SOFR with respect to such Interest Accrual Period plus or minus (as indicated in the applicable Final Terms) the applicable Margin (if any), all as calculated by the Issuing and Principal Paying Agent as of the Interest Determination Date (and rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards), where:

Weighted Average SOFR” means:

(i)

where “Lag” is specified as the Observation Method in the applicable Final Terms, the arithmetic mean of the SOFR in effect for each calendar day during the relevant Observation Period, calculated by multiplying each relevant SOFR by the number of calendar days such rate is in effect, determining the sum of such products and dividing such sum by the number of calendar days in the relevant Observation Period. For these purposes, the SOFR in effect for any calendar day which is not a U.S. Government Securities Business Day shall be deemed to be the SOFR in effect for the U.S. Government Securities Business Day immediately preceding such calendar day; and

(ii)

where “Lock-out” is specified as the Observation Method in the applicable Final Terms, the arithmetic mean of the SOFR in effect for each calendar day during the relevant Interest Accrual Period, calculated by multiplying each relevant SOFR by the number of days such rate is in effect, determining the sum of such products and dividing such sum by the number of calendar days in the relevant Interest Accrual Period, provided however that for any calendar day of such Interest

54


Accrual Period falling in the Lock-out Period, the relevant SOFR for each day during that Lock-out Period will be deemed to be the SOFR in effect for the Reference Day immediately preceding the first day of such Lock-out Period. For these purposes, the SOFR in effect for any calendar day which is not a U.S. Government Securities Business Day shall, subject to the proviso above, be deemed to be the SOFR in effect for the U.S. Government Securities Business Day immediately preceding such calendar day.

Defined terms used in this paragraph (b) and not otherwise defined herein have the meanings given to them in paragraph (a) above of this Condition 4(b)(ii)(D).

(c)

SOFR Unavailable

Subject to Condition 4(b)(ii)(H), if, where any Rate of Interest is to be calculated pursuant to this Condition 4(b)(ii)(E), in respect of any U.S. Government Securities Business Day in respect of which an applicable SOFR is required to be determined, such SOFR is not available, such SOFR shall be the SOFR for the first preceding U.S. Government Securities Business Day in respect of which the SOFR was published on the New York Fed’s Website.

In the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions of this Condition 4(b)(ii)(E) but without prejudice to Condition 4(b)(ii)(H), the Rate of Interest shall be calculated in accordance, mutatis mutandis, with the provisions of Condition 4(b)(ii)(C)(c).

(F)

Screen Rate Determination for Floating Rate Notes – Overnight Rate – SOFR – Index Determination

This Condition 4(b)(ii)(F) applies where the applicable Final Terms specifies: (1) Screen Rate Determination and Overnight Rate to be “Applicable”; (2) Compounded Daily SOFR as the Reference Rate; and (3) Index Determination to be “Applicable”.

(a)

The Rate of Interest for an Interest Accrual Period will, subject to Condition 4(b)(ii)(H) and as provided below, be the Compounded SOFR with respect to such Interest Accrual Period plus or minus (as indicated in the applicable Final Terms) the applicable Margin (if any), all as determined by the Issuing and Principal Paying Agent.

Compounded SOFR” means, with respect to an Interest Accrual Period, the rate (expressed as a percentage and rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) determined by the Issuing and Principal Paying Agent in accordance with the following formula:

Graphic

where:

dc

is the number of calendar days from (and including) the day in relation to which SOFR IndexStart is determined to (but excluding) the day in relation to which SOFR IndexEnd is determined;

Relevant Number” is the number specified as such in the applicable Final Terms (or, if no such number is specified, five);

SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator’s Website;

SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of SOFR);

SOFR Administrator’s Website” means the website of the SOFR Administrator, or any successor source;

SOFR Index”, with respect to any U.S. Government Securities Business Day, means the SOFR index value as published by the SOFR Administrator as such index appears on the SOFR Administrator’s Website at or

55


around 3.00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Determination Time”);

SOFR IndexStart”, with respect to an Interest Accrual Period, is the SOFR Index value for the day which is the Relevant Number of U.S. Government Securities Business Days preceding the first day of such Interest Accrual Period;

SOFR IndexEnd”, with respect to an Interest Accrual Period, is the SOFR Index value for the day which is the Relevant Number of U.S. Government Securities Business Days preceding (A) the Interest Payment Date for such Interest Accrual Period, or (B) such other date on which the relevant payment of interest falls due (but which by its definition or the operation of the relevant provisions is excluded from such Interest Accrual Period); and

U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

(b)

If, as at any relevant SOFR Determination Time, the relevant SOFR Index is not published or displayed on the SOFR Administrator’s Website by the SOFR Administrator, the Compounded SOFR for the applicable Interest Accrual Period for which the relevant SOFR Index is not available shall be “Compounded Daily SOFR” determined in accordance with Condition 4(b)(ii)(E) above as if “Index Determination” were specified in the applicable Final Terms as being ‘Not Applicable’, and for these purposes: (i) the “Observation Method” shall be deemed to be “Observation Shift” and (ii) the “Observation Shift Period” shall be deemed to be equal to the Relevant Number of U.S. Government Securities Business Days, as if such alternative elections had been made in the applicable Final Terms.

(G)

Rate of Interest for CMS Linked Notes

The Rate of Interest for each Interest Period will, subject as provided below, be determined by reference to the following formula:

[CMS Rate + Margin] x Gearing Factor

Where:

CMS Rate” means, subject as provided below, the Relevant Swap Rate (expressed as a percentage rate per annum) for swap transactions in the Reference Currency with a maturity of the CMS Designated Maturity which appears on the Relevant Screen Page as at the Relevant Time on the Interest Determination Date in question, all as determined by the Calculation Agent and as specified in the applicable Final Terms.

Gearing Factor” has the meaning specified in the applicable Final Terms. “Margin” has the meaning specified in the applicable Final Terms.

If (for the purposes of determining the applicable CMS Rate) the Relevant Screen Page is not available, the Calculation Agent shall request each of the CMS Reference Banks to provide the Calculation Agent with its quotation for the Relevant Swap Rate (expressed as a percentage rate per annum) at approximately the Relevant Time on the Interest Determination Date in question. If three or more of the CMS Reference Banks provide the Calculation Agent such quotations, the CMS Rate for such Interest Period shall be the arithmetic mean rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the quotations, eliminating the highest (or, if there is more than one highest quotation, one only of such quotations) and the lowest (or, if there is more than one lowest quotation, one only of such quotations).

If on any Interest Determination Date less than three or none of the CMS Reference Banks provides the Calculation Agent with such quotations as provided in the preceding paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the  relevant Interest Period, in place of the Margin relating to that last preceding Interest Period).

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(H)

Benchmark Discontinuation

This Condition 4(b)(ii)(H) applies only to (i) Floating Rate Notes where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined and (ii) CMS Linked Notes, unless Benchmark Discontinuation is specified in the applicable Final Terms to be “Not Applicable”.

If the applicable Final Terms specifies Benchmark Replacement to be “Applicable”, the provisions of Condition 4(b)(ii)(H)(a) apply, together with the other provisions of this Condition 4(b)(ii)(H) (other than Condition 4(b)(ii)(H)(b)).

If the applicable Final Terms specifies Benchmark Transition to be “Applicable”, the provisions of Condition 4(b)(ii)(H)(b) apply, together with the other provisions of this Condition 4(b)(ii)(H) (other than Condition 4(b)(ii)(H)(a)).

(a)

Benchmark Replacement

(i)

Guarantor Determination and Independent Adviser

If a Benchmark Discontinuation Event occurs in relation to an Original Reference Rate at any time when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, then:

(a)

the Guarantor shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Guarantor (acting in good faith and in a commercially reasonable manner) determining a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(ii)(H)(ii)) and, in either case, an Adjustment Spread (in accordance with Condition 4(b)(ii)(D)(iii)) and any Benchmark Amendments (in accordance with Condition 4(b)(ii)(H)(iv)), by no later than five Business Days prior to the first Interest Determination Date that (A) falls after the Benchmark Replacement Date relating to such Benchmark Discontinuation Event, and (B) relates to an Interest Period for which the Rate of Interest (or any component part thereof) is to be determined by reference to such Original Reference Rate (the “IA Determination Cut-off Date”); and

(b)

if the Guarantor is unable to appoint an Independent Adviser prior to the relevant IA Determination Cut-off Date in accordance with Condition 4(b)(ii)(H)(i)(a), the Guarantor (acting in good faith and in a commercially reasonable manner) may determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(ii)(H)(ii)) and, in either case, an Adjustment Spread (in accordance with Condition 4(b)(ii)(H)(iii)) and any Benchmark Amendments (in accordance with Condition 4(b)(ii)(H)(iv)), by no later than the first Interest Determination Date that (A) falls after the Benchmark Replacement Date relating to such Benchmark Discontinuation Event, and (B) relates to an Interest Period for which the Rate of Interest (or any component part thereof) is to be determined by reference to such Original Reference Rate.

An Independent Adviser appointed pursuant to this Condition 4(b)(ii)(D)(i) shall act in good faith and in a commercially reasonable manner and (in the absence of bad faith or fraud) shall have no liability whatsoever to the Trustee, the Issuing and Principal Paying Agent, any Calculation Agent, any other agents under the Agency Agreement (together with the Issuing and Principal Paying Agent and any Calculation Agent, the “Agents” and each an ”Agent”), the Noteholders or the Couponholders for any advice given to the Issuer and the Guarantor in connection with any determination made by the Guarantor pursuant to this Condition 4(b)(ii)(D).

(ii)

Successor Rate or Alternative Rate

If the Guarantor (in accordance with Condition 4(b)(ii)(H)(i)) determines that:

(a)

there is a Successor Rate, then such Successor Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the relevant Rate of Interest (or the relevant component part thereof) for all relevant future payments of interest on the Notes (subject to Condition 4(b)(ii)(H)(v) and to the further operation of this Condition 4(b)(ii)(H)); or

57


(b)

there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 4(b)(ii)(H)(iii)) subsequently be used in place of the Original Reference Rate to determine the relevant Rate of Interest (or the relevant component part thereof) for all relevant future payments of interest on the Notes (subject to Condition 4(b)(ii)(H)(v) and the further operation of this Condition 4(b)(ii)(H)).

(iii)

Adjustment Spread

The Adjustment Spread (or the formula or methodology for determining the Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be).

If the Guarantor (in accordance with Condition 4(b)(ii)(H)(i)) is unable to determine the quantum of, or a formula or methodology for determining, an Adjustment Spread, then the Successor Rate or the Alternative Rate (as the case may be) will be used as described in Condition 4(b)(ii)(H)(ii) without application of any Adjustment Spread (subject to Condition 4(b)(ii)(H)(v) and the further operation of this Condition 4(b)(ii)(H)).

(iv)

Benchmark Amendments

If any Successor Rate or Alternative Rate and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 4(b)(ii)(H) and the Guarantor (in accordance with Condition 4(b)(ii)(H)(i)) determines (a) that amendments to these Terms and Conditions, the Agency Agreement, (if applicable) any calculation agency agreement (a “Calculation Agency Agreement”) and/or the Trust Deed (including, without limitation, amendments to the definitions of Day Count Fraction, Business Day or Relevant Screen Page) are necessary to follow market practice or to ensure the proper operation of such Successor Rate or Alternative Rate and, in either case, the applicable Adjustment Spread (or any combination thereof) (such amendments, the “Benchmark Amendments”) and (b) the terms of the Benchmark Amendments, then the Issuer and the Guarantor shall, subject to (A) Condition 4(b)(ii)(H)(v) and (B) giving notice thereof in accordance with Condition 4(b)(ii)(H)(vi), without any requirement for the consent or approval of the Noteholders or the Couponholders, vary these Terms and Conditions, the Agency Agreement, the relevant Calculation Agency Agreement and/or the Trust Deed (as applicable) to give effect to such Benchmark Amendments with effect from the date specified in such notice.

At the request of the Guarantor, but subject to receipt by the Trustee and each of the Agents of a certificate signed by two Authorised Signatories of the Guarantor pursuant to Condition 4(b)(ii)(H)(vi), the Trustee and/or each relevant Agent (as applicable) shall (at the expense of the Guarantor), without any requirement for the consent or approval of the Noteholders or the Couponholders, be obliged to concur with the Issuer and the Guarantor in using its reasonable endeavours to effect any Benchmark Amendments (including, inter alia, by the execution of a deed or agreement supplemental to or amending the Trust Deed and/or the Agency Agreement and/or the relevant Calculation Agency Agreement, as applicable) and neither the Trustee nor any Agent shall be liable to any party for any consequences thereof, provided that neither the Trustee nor any Agent shall be obliged so to concur if, in the sole opinion of the Trustee or the relevant Agent (as applicable), doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee or the relevant Agent, as applicable, in these Terms and Conditions, the Trust Deed, the Agency Agreement or any Calculation Agency Agreement (including, for the avoidance of doubt, any supplemental trust deed or supplemental agency agreement) in any way.

(v)

Benchmark Replacement Date

Notwithstanding any other provision of this Condition 4(b)(ii)(H), following the occurrence of any Benchmark Discontinuation Event:

(1)

no Successor Rate or Alternative Rate shall be used in place of the relevant Original Reference Rate; and

(2)

no Adjustment Spread or Benchmark Amendments shall take effect,

58


until the first Interest Determination Date that (A) falls after the Benchmark Replacement Date relating to such Benchmark Discontinuation Event and (B) relates to an Interest Period for which the Rate of Interest (or any component part thereof) is to be determined by reference to the Original Reference Rate.

(b)

Benchmark Transition

If a Benchmark Transition Event and its related Benchmark Replacement Date occurs in relation to an Original Reference Rate at any time when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, then the following provisions shall apply.

(i)

Independent Adviser

The Guarantor shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Guarantor (acting in good faith and in a commercially reasonable manner) determining the Benchmark Replacement which will replace such Original Reference Rate for all purposes relating to the Notes in respect of all determinations on such date and for all determinations on all subsequent dates (subject to any subsequent application of this Condition 4(b)(ii)(H)(b) with respect to such Benchmark Replacement) and any Benchmark Replacement Conforming Changes.

Any Benchmark Replacement so determined by the Guarantor shall have effect for any subsequent determination of any relevant Rate of Interest (subject to any further application of this Condition 4(b)(ii)(H)(b) with respect to such Benchmark Replacement), subject, if any associated Benchmark Replacement Conforming Changes are required in connection therewith, to such Benchmark Replacement Conforming Changes becoming effective in accordance with the following provisions.

If, notwithstanding the Guarantor’s reasonable endeavours, the Guarantor is unable to appoint and consult with an Independent Adviser in accordance with the foregoing paragraph, the Guarantor shall nevertheless be entitled, acting in good faith and in a commercially reasonable manner, to make any and all determinations expressed to be made by the Guarantor pursuant to this Condition 4(b)(ii)(H)(b), notwithstanding that such determinations are not made following consultation with an Independent Adviser. If, however, the Guarantor is unable to determine a Benchmark Replacement in accordance with this Condition 4(b)(ii)(H)(b), the provisions of Condition 4(b)(ii)(H)(d) below shall apply.

An Independent Advisor appointed pursuant to the Condition 4(b)(ii)(H)(b)(i) shall act in good faith and in a commercially reasonable manner and (in the absence of bad faith or fraud) shall have no liability whatsoever to the Trustee, the Agents (as defined in Condition 4(b)(ii)(H)(a)(i)), the Noteholders or the Couponholders for any advice given to the Issuer and the Guarantor in connection with any determination made by the Guarantor pursuant to this Condition 4(b)(ii)(H)(b).

(ii)

Benchmark Replacement Conforming Changes

If the Guarantor, following consultation with the Independent Adviser (if appointed), considers it is necessary to make Benchmark Replacement Conforming Changes, the Guarantor shall, in consultation with the Independent Adviser (if appointed), determine the terms of such Benchmark Replacement Conforming Changes and shall, subject to giving notice in accordance with Condition 4(b)(ii)(H)(c) below (but without any requirement for the consent or approval of Noteholders), vary these Terms and Conditions, the Agency Agreement, (if applicable) any calculation agency agreement (a “Calculation Agency Agreement”) and/or the Trust Deed to give effect to such Benchmark Replacement Conforming Changes with effect from the date specified in such notice.

At the request of the Guarantor, but subject to receipt by the Trustee and each of the Agents of a certificate signed by two Authorised Signatories of the Guarantor pursuant to Condition 4(b)(ii)(H)(c), the Trustee and/or each relevant Agent (as applicable) shall  (at  the  expense  of  the  Guarantor),  without   any  requirement for the consent or approval of the Noteholders or the Couponholders,  be  obliged  to  concur  with  the  Issuer and the Guarantor in using its reasonable endeavours to effect any Benchmark Replacement Conforming Changes (including, inter  alia,  by  the  execution  of  a  deed  or  agreement  supplemental  to or amending the Trust Deed and/or the Agency Agreement and/or the relevant Calculation Agency Agreement, as applicable) and neither the Trustee nor any Agent shall be liable to any party for any

59


consequences thereof, provided that neither the Trustee nor any Agent shall be obliged so to concur if, in the sole opinion of the Trustee or the relevant Agent (as applicable), doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee or the relevant Agent, as applicable, in these Terms and Conditions,  the  Trust  Deed,  the  Agency  Agreement  or  any  Calculation   Agency   Agreement  (including, for the avoidance of doubt, any supplemental trust deed or supplemental agency agreement) in any way.

(c)

Notification of Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Replacement (as applicable) and any Benchmark Amendments or Benchmark Replacement Conforming Changes (as applicable)

Following a Benchmark Discontinuation Event or a Benchmark Transition Event (as applicable) and the determination of any Successor Rate, Alternative Rate, Adjustment Spread, Benchmark Replacement, Benchmark Amendments and/or Benchmark Replacement Conforming Changes (as applicable) pursuant to the provisions of this Condition 4(b)(ii)(D) (and in any event prior to any Successor Rate, Alternative Rate, Adjustment Spread, Benchmark Replacement, Benchmark Amendments and/or Benchmark Replacement Conforming Changes (as applicable) taking effect), the Guarantor will promptly notify the Trustee, the Agents and, in accordance with Condition 14, the Noteholders, of any such Successor Rate, Alternative Rate, Adjustment Spread, Benchmark Replacement and/or the specific terms of any Benchmark Amendments or Benchmark Replacement Conforming Changes (as applicable) so determined under this Condition 4(b)(ii)(D). Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments or Benchmark Replacement Conforming Changes (as applicable) (if any).

Prior to any Successor Rate, Alternative Rate, Adjustment Spread, Benchmark Replacement, Benchmark Amendments and/or Benchmark Replacement Conforming Changes (as applicable) taking effect, the Guarantor shall deliver to the Trustee and the Agents a certificate signed by two Authorised Signatories of the Guarantor:

(1)

confirming (a) that a Benchmark Discontinuation Event or a Benchmark Transition Event (as applicable) and, in either case, the related Benchmark Replacement Date have occurred, (b) the Successor Rate or, as the case may be, the Alternative Rate, (c) the applicable Adjustment Spread, (d) the Benchmark Replacement and (e) the specific terms of any Benchmark Amendments or Benchmark Replacement Conforming Changes (as applicable), in each case as determined in accordance with the provisions of this Condition 4(b)(ii)(H); and

(2)

certifying that the Benchmark Amendments or Benchmark Replacement Conforming Changes (as applicable) are necessary to follow market practice or, as applicable, to ensure the proper operation of such Successor Rate or Alternative Rate and (in either case) the applicable Adjustment Spread or such Benchmark Replacement or any combination thereof (as applicable).

The Trustee and the Agents shall be entitled to rely on such certificate (without enquiry or liability to any person) as sufficient evidence thereof.

The Successor Rate or Alternative Rate and the Adjustment Spread, the Benchmark Replacement and the Benchmark Amendments and/or Benchmark Replacement Conforming Changes (as applicable) (if any) specified in such certificate will (in the absence of manifest error in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread, the Benchmark Replacement and the Benchmark Amendments and/or Benchmark Replacement Conforming Changes (if any) and without prejudice to the Trustees and each Agents ability to rely on such certificate as aforesaid and subject to Condition 4(b)(ii)(H)(v)) be binding on the Issuer, the Guarantor, the Trustee, the Agents, the Noteholders and the Couponholders as of their effective date.

(d)

Fallbacks

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Without prejudice to the obligations of the Issuer and the Guarantor under this Condition 4(b)(ii)(H), the Original Reference Rate and the fallback provisions provided for in (in the case of Floating Rate Notes) Conditions 4(b)(ii)(B) to 4(b)(ii)(F) or (in the case of CMS Linked Notes) Condition 4(b)(ii)(G) will continue to apply unless and until (a) a Benchmark Discontinuation Event and/or a Benchmark Transition Event in relation to the Original Reference Rate and (b) a related Benchmark Replacement Date have occurred.

If, following the occurrence of a Benchmark Replacement Date in respect of the Original Reference Rate and in relation to the determination of the Rate of Interest on the relevant Interest Determination Date:

(i)

(in the case of a Benchmark Discontinuation Event) no Successor Rate or Alternative Rate (as applicable) is determined in accordance with this Condition 4(b)(ii)(H)(a) by such Interest Determination Date; or

(ii)

(in the case of a Benchmark Transition Event) no Benchmark replacement is determined in accordance with Condition 4(b)(ii)(H)(b),

the Original Reference Rate will continue to apply for the purposes of determining such Rate of Interest on such Interest Determination Date, with the effect that the fallback provisions provided for in (in the case of Floating Rate Notes) Condition 4(b)(ii)(B) to 4(b)(ii)(F) or (in the case of CMS Linked Notes) Condition 4(b)(ii)(G) will (if applicable) continue to apply to such determination.

For the avoidance of doubt, this Condition 4(b)(ii)(H) shall apply to the determination of the Rate of Interest on the relevant Interest Determination Date only, and the Rate of Interest applicable to any subsequent Interest Period(s) is subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(ii)(H).

(iii)

Rate of Interest for Inflation Linked Interest Notes

The Rate of Interest in respect of Inflation Linked Interest Notes for each Interest Period will be as specified in the applicable Final Terms. Amounts of interest payable in respect of Inflation Linked Interest Notes determined by reference to the applicable Rate of Interest shall be subject to adjustment in accordance with Condition 5.

(iv)

Minimum Rate of Interest and/or Maximum Rate of Interest

If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of sub-paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.

If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of sub-paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(v)

Determination of Rate of Interest and calculation of Interest Amounts

The Issuing and Principal Paying Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of CMS Linked Notes and Inflation Linked Interest Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period (or other Interest Accrual Period). In the case of CMS Linked Notes and Inflation Linked Interest Notes, the Calculation Agent will notify the Issuing and Principal Paying Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.

The Issuing and Principal Paying Agent will calculate the amount of interest (the “Interest Amount”) payable on the Floating Rate Notes, CMS Linked Notes or Inflation Linked Interest Notes for the relevant Interest Period (or other Interest Accrual Period) by applying the Rate of Interest to:

(A)

in the case of Floating Rate Notes, CMS Linked Notes or Inflation Linked Interest Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note; or

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(B)

in the case of Floating Rate Notes, CMS Linked Notes or Inflation Linked Interest Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note, a CMS Linked Note or an Inflation Linked Interest Note in definitive form comprises more than one Calculation Amount, the Interest Amount payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Specified Denomination without any further rounding.

(vi)

Linear Interpolation

Where Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Issuing and Principal Paying Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified as applicable in the applicable Final Terms) or the relevant Floating Rate Option (where ISDA Determination is specified as applicable in the applicable Final Terms), one of which shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period provided however that if there is no rate available for a period of time next shorter or, as the case may be, next longer, then the Issuing and Principal Paying Agent shall determine such rate at such time and by reference to such sources as it determines appropriate.

Designated Maturity” means, in relation to Screen Rate Determination, the period of time designated in the Reference Rate.

(vii)

Notification of Rate of Interest and Interest Amounts

(A)

Except where the applicable Final Terms specifies both Screen Rate Determination and Overnight Rate to be “Applicable”, the Issuing and Principal Paying Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer and the Guarantor and any stock exchange on which the relevant Floating Rate Notes, CMS Linked Notes or Inflation Linked Interest Notes are for the time being listed and notice thereof to be published in accordance with Condition 14 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes, CMS Linked Notes or Inflation Linked Interest Notes are for the time being listed and to the Noteholders in accordance with Condition 14.

(B)

Where the applicable Final Terms specifies both Screen Rate Determination and Overnight Rate to be “Applicable”, the Issuing and Principal Paying Agent will cause the Rate of Interest and each Interest Amount for each Interest Accrual Period and the relevant Interest Payment Date to be notified to the Issuer and any stock exchange on which the relevant Floating Rate Notes are for the time being listed and notice thereof to be published in accordance with Condition 14 as soon as possible after their determination but in no event later than the second London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the relevant Interest Accrual Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes are for the time being listed and to the Noteholders in accordance with Condition 14.

For the purposes of this Condition 4(b)(vii), the expression “London Business Day” means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in London.

(viii)

Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4, whether by the Issuing and Principal Paying Agent or, if applicable, the Calculation Agent shall (in the absence of manifest error) be binding on the Issuer, the Guarantor, the Trustee the Issuing and Principal Paying Agent, the Calculation Agent (if applicable), the other Paying Agents and all Noteholders and

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Couponholders and (in the absence of wilful default and fraud) no liability to the Issuer, the Guarantor, the Trustee, the Noteholders or the Couponholders shall attach to the Issuing and Principal Paying Agent or, if applicable, the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

(c)

Sustainability-Linked Trigger Event(s)

This Condition 4(c) applies to (i) Fixed Rate Notes in respect of which the applicable Final Terms indicates that Sustainability- Linked Trigger Event (Interest) is applicable or (ii) any Notes in respect of which the applicable Final Terms indicates that Sustainability-Linked Trigger Event (Premium) is applicable (“Sustainability-Linked Notes”).

If Sustainability-Linked Trigger Event (Interest) is specified as applicable in the applicable Final Terms, for any Interest Period commencing on or after the first Interest Payment Date immediately following the occurrence of one or more relevant Sustainability-Linked Trigger Event(s), the Initial Rate of Interest shall be increased by the relevant Sustainability-Linked Step Up Margin(s).

If Sustainability-Linked Trigger Event (Premium) is specified as applicable in the applicable Final Terms, following the occurrence of one or more relevant Sustainability-Linked Trigger Event(s), the Issuer shall pay to the holder of each Note an amount equal to the relevant Sustainability-Linked Premium Amount(s) on the relevant Sustainability-Linked Premium Payment Date.

The Issuer will cause: (i) the occurrence of any relevant Sustainability-Linked Trigger Event; and (ii) (unless the relevant Sustainability-Linked Trigger Event has previously occurred and been notified to the Issuing and Principal Paying Agent, the Trustee and the Noteholders as required by this Condition 4(c)) the satisfaction of the Customer GHG Savings Condition, the Female Management and Senior Leadership Condition, the M-Pesa Customers Condition, the Vodafone GHG Scope 1 and Scope 2 Emissions Condition and/or the Vodafone GHG Scope 3 Emissions Condition, as the case may be, to be notified to the Issuing and Principal Paying Agent, the Trustee and, in accordance with Condition 16, the Noteholders as soon as reasonably practicable after such occurrence or satisfaction (as applicable) and, in respect of a Sustainability-Linked Trigger Event, in any event no later than the relevant Sustainability-Linked Trigger Event Notification Deadline. Such notice shall be irrevocable and shall specify (i) in the case of Sustainability-Linked Notes in respect of which the applicable Final Terms indicates that Sustainability-Linked Trigger Event (Interest) is applicable, the Rate of Interest and, in the case of a notification of the occurrence of a Sustainability-Linked Trigger Event, the relevant Sustainability-Linked Step Up Margin and the relevant Sustainability-Linked Step Up Date or (ii) in the case of (A) Sustainability-Linked Notes in respect of which the applicable Final Terms indicates that Sustainability-Linked Trigger Event (Premium) is applicable and, (B) a notification of the occurrence of a Sustainability-Linked Trigger Event, the relevant Sustainability-Linked Premium Amount and the relevant Sustainability-Linked Premium Payment Date.

In the case of Sustainability-Linked Notes in respect of which the applicable Final Terms indicates that Sustainability-Linked Trigger Event (Interest) is applicable, (i) if one Sustainability-Linked Trigger Event is specified as applicable in the applicable Final Terms, an increase in the Rate of Interest will occur no more than once following the occurrence of the relevant Sustainability-Linked Trigger Event, (ii) if two or more Sustainability-Linked Trigger Events are specified as applicable in the applicable Final Terms with only one Sustainability-Linked Step Up Margin, an increase in the Rate of Interest will occur no more than once following the occurrence of one or more of the relevant Sustainability-Linked Trigger Events and (iii) during the term of the Notes, if two or more Sustainability-Linked Trigger Events are specified as applicable in the applicable Final Terms together with two or more Sustainability-Linked Step Up Margins, the related combination of Sustainability-Linked Step Up Margins relating to such Sustainability-Linked Trigger Events may be applicable for the remaining term of the Sustainability- Linked Notes. For the avoidance of doubt, in the case of any such Notes, following any such increase to the Rate of Interest,  the Rate of Interest will not subsequently decrease to the Initial Rate of Interest and no Sustainability-Linked Premium Amount(s) will be payable as a result of the occurrence of a relevant Sustainability-Linked Trigger Event.

In the case of Sustainability-Linked Notes in respect of which the applicable Final Terms indicates that Sustainability-Linked Trigger Event (Premium) is applicable, (i) if two or more Sustainability-Linked Trigger Events are specified as applicable in the applicable Final Terms with only one Sustainability-Linked Premium Amount, only one Sustainability-Linked Premium Amount will be payable following the occurrence of one or more of the relevant Sustainability-Linked Trigger Events and (ii) during the term of the Notes, if two or more Sustainability-Linked Trigger Events are specified as applicable in the applicable Final Terms together with two or more Sustainability-Linked Step Up Margins, the related combination of Sustainability-Linked Premium Amounts may be payable. For the avoidance of doubt, in the case of any such Notes, no increase in the Rate of Interest will occur as a result of the occurrence of a relevant Sustainability-Linked Trigger Event.

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Neither the Trustee nor the Issuing and Principal Paying Agent shall be obliged to monitor or inquire as to whether a Sustainability-Linked Trigger Event has occurred or have any liability in respect thereof and the Trustee shall be entitled to rely absolutely on any notice given to it by the Issuer pursuant to this Condition 4(c) without further enquiry or liability.

(d)

Accrual of interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date of its redemption unless payment of principal is improperly withheld or refused. In such event, interest will continue to accrue as provided in the Trust Deed.

(e)

Definitions

In these Terms and Conditions:

2021 ESG Addendum” means the ESG addendum published by the Guarantor in relation to its annual report for the year ended 31 March 2021.

Adjustment Spread” means either (a) a spread (which may be positive, negative or zero), or (b) a formula or methodology for calculating a spread, in either case, which the Guarantor (in accordance with Condition 4(b)(ii)(H)(a)(i)) determines is to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:

(i)

in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with such Successor Rate by any Relevant Nominating Body;

(ii)

in the case of an Alternative Rate or (where (i) above does not apply) in the case of a Successor Rate, the Guarantor determines is recognised or acknowledged as being in customary market usage in international debt capital markets transactions which reference the Original Reference Rate, where such rate has been replaced by such Successor Rate or such Alternative Rate (as the case may be); or

(iii)

(if the Guarantor determines that neither (i) nor (ii) above applies) the Guarantor determines is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be); or

(iii)

(if the Guarantor determines that none of (i), (ii) or (iii) above applies) the Guarantor  determines to be appropriate in    order to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to the Noteholders and the Couponholders as a result of the replacement of the Original Reference Rate with the Successor Rate or the Alternative Rate (as the case may be);

Alternative Rate” means an alternative to the Original Reference Rate which the Guarantor determines (in accordance with Condition 4(b)(ii)(H)(a)(ii)) has replaced the Original Reference Rate in customary market usage in international debt capital markets transactions for the purposes of determining rates of interest (or the relevant component part thereof):

(i)

in the case of Floating Rate Notes, for a commensurate interest period and in the same Specified Currency as the Notes; and

(ii)

in the case of CMS Linked Notes, with a commensurate swap rate designated maturity and in the same Reference Currency as the Notes,

or, in any case, if the Guarantor determines that there is no such rate, such other rate as the Guarantor determines in its sole discretion is most comparable to the Original Reference Rate;

Authorised Signatory” means any person who (a) is a Director or the Secretary of the Issuer or the Guarantor (as the case may be) or (b) has been notified by the Issuer or the Guarantor (as the case may be) in writing to the Trustee as being duly

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authorised to sign documents and to do other acts and things on behalf of the Issuer or the Guarantor (as the case may be) for the purposes of the Trust Deed;

Benchmark Amendments” has the meaning given to it in Condition 4(b)(ii)(H)(a)(iv);

Benchmark Discontinuation Event” means, with respect to an Original Reference Rate:

(i)

such Original Reference Rate ceasing to (a) be published for a period of at least five Business Days or (b) exist or be administered; or

(ii)

the later of (a) the making of a public statement by the administrator of such Original Reference Rate that it will, on or before a specified date, cease publishing such Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of such Original Reference Rate) and (b) the date falling six months prior to the specified date referred to in (ii)(a); or

(iii)

the making of a public statement by the supervisor of the administrator of such Original Reference Rate that such Original Reference Rate has been permanently or indefinitely discontinued; or

(iv)

the later of (a) the making of a public statement by the supervisor of the administrator of such Original Reference Rate that such Original Reference Rate will, on or before a specified date, be permanently or indefinitely discontinued and (b) the date falling six months prior to the specified date referred to in (iv)(a); or

(v)

the making of a public statement by the supervisor of the administrator of such Original Reference Rate that means such Original Reference Rate has become prohibited from being used or that its use has become subject to restrictions or adverse consequences; or

(vi)

the later of (a) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that means such Original Reference Rate will be prohibited from being used or that its use will be subject to restrictions or adverse consequences, in each case on or before a specified date and (b) the date falling six months prior to the specified date referred to in (vi)(a); or

(vii)

it has or will, prior to the next Interest Determination Date, become unlawful for the Issuer, the Guarantor, any Agent or any other party specified in the applicable Final Terms as being responsible for calculating the Rate of Interest and/or the Interest Amount to calculate any payments due to be made to any Noteholder or Couponholder using such Original Reference Rate; or

(viii)

the making of a public statement by the supervisor of the administrator of such Original Reference Rate announcing that such Original Reference Rate is no longer representative or may no longer be used;

Benchmark Replacement” means, the first alternative set forth in the order below that can be determined by the Issuer as of the Benchmark Replacement Date:

(i)

the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the Original Reference Rate and (b) the Benchmark Replacement Adjustment;

(ii)

the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(iii)

the sum of: (a) the alternate rate of interest that has been selected by the Issuer as the replacement for the Original Reference Rate giving due consideration to any industry-accepted rate of interest as a replacement for the then- current benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment;

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Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Issuer as of the Benchmark Replacement Date:

(i)

the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(ii)

if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or

(iii)

the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time;

Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to any Interest Period, Interest Accrual Period, the timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Issuer (in consultation with the Independent Adviser, if appointed) decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer (in consultation with the Independent Adviser, if appointed) determines is reasonably necessary);

Benchmark Replacement Date” means:

(i)

with respect to any Benchmark Discontinuation Event:

(a)

in the case of an event falling within sub-paragraph (i)(a) of the definition of "Benchmark Discontinuation Event", the first Business Day immediately following such five-Business Day period;

(b)

in the case of an event falling within sub-paragraphs (i)(b) or (ii) of the definition of "Benchmark Discontinuation Event", the date of the relevant cessation of existence, administration or publication, as applicable;

(c)

in the case of an event falling within sub-paragraphs (iii), (v) or (viii) of the definition of "Benchmark Discontinuation Event", the date of the relevant public statement;

(d)

in the case of an event falling within sub-paragraph (iv) of the definition of "Benchmark Discontinuation Event", the date of the relevant discontinuation; or

(e)

in the case of event falling within sub-paragraphs (vi) or (vii) of the definition of "Benchmark Discontinuation Event", the date on which the relevant prohibition, restrictions, adverse consequences or unlawfulness become(s) effective; and

(ii)

with respect to any Benchmark Transition Event:

(a)

in the case of an event falling within sub-paragraph (i) or (ii) of the definition of "Benchmark Transition Event", the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Original Reference Rate permanently or indefinitely ceases to provide the Original Reference Rate (or such component);

(b)

in the case of an event falling within sub-paragraph (iii) of the definition of "Benchmark Transition Event", the date of the public statement or publication of information referenced therein;

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Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the Original Reference Rate (including the daily published component used in the calculation thereof):

(i)

a public statement or publication of information by or on behalf of the administrator of the Original Reference Rate (or such component) announcing that such administrator has ceased or will cease to provide the Original Reference Rate (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Original Reference Rate (or such component); or

(ii)

a public statement or publication of information by the regulatory supervisor for the administrator of the Original Reference Rate (or such component), the central bank for the currency of the Original Reference Rate (or such component), an insolvency official with jurisdiction over the administrator for the Original Reference Rate (or such component), a resolution authority with jurisdiction over the administrator for the Original Reference Rate (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Original Reference Rate, which states that the administrator of the Original Reference Rate (or such component) has ceased or will cease to provide the Original Reference Rate (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Original Reference Rate (or such component); or

(iii)

a public statement or publication of information by the regulatory supervisor for the administrator of the Original Reference Rate announcing that the Original Reference Rate is no longer representative;

Business Day” means a day which is both:

(i)

a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and any Additional Business Centre specified in the applicable Final Terms; and

(ii)

either (1) in relation to any sum payable in a Specified Currency other than euro or Renminbi, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Wellington, respectively), (2) in relation to any sum payable in euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the “TARGET2 System”) is open or (3) in relation to any sum payable in Renminbi, a day (other than a Saturday, Sunday or public holiday) on which commercial banks and foreign exchange markets in Hong Kong are generally open for business and settlement for Renminbi payments in Hong Kong;

Calculation Agent” means the person appointed by the Issuer and the Guarantor as calculation agent in relation to a Series of CMS Linked Notes and specified in the applicable Final Terms and shall include any successor calculation agent appointed in respect of such Notes;

CDOR” means the Canadian dollar offered rate;

CMS Reference Banks” means:

(i)

where the Reference Currency is euro, the principal office of five leading swap dealers in the Euro-zone inter-bank market;

(ii)

where the Reference Currency is Sterling, the principal London office of five leading swap dealers in the London inter- bank market;

(iii)

where the Reference Currency is U.S. dollars, the principal New York City office of five leading swap dealers in the New York City inter-bank market; and

(iv)

in the case of any other Reference Currency, the principal Relevant Financial Centre office of five leading swap dealers in the Relevant Financial Centre inter-bank market,

in each case as selected by the Calculation Agent;

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Customer GHG Savings” means, in respect of the period from (and including) the Customer GHG Savings Start Date to (but excluding) the Customer GHG Savings End Date, the total greenhouse gas emissions within the Scope of Reporting that the Group has helped its customers to avoid;

Customer GHG Savings Amount” means, in millions of metric tonnes of carbon dioxide equivalent (Mt CO2e), the Customer GHG Savings calculated in good faith by the Guarantor in consultation with the External Savings Agent, reported by the Guarantor in accordance with Condition 15 and confirmed by the External Verifier;

Customer GHG Savings Condition” means, in relation to each Customer GHG Savings Reference Year, the condition that: (i) the Reporting Condition (as defined in Condition 15) has been satisfied; and (ii) the Customer GHG Savings Amount in respect of such Customer GHG Savings Reference Year, as shown in the relevant ESG Addendum, is equal to or greater than the Customer GHG Savings Threshold in respect of such Customer GHG Savings Reference Year, and if the requirements of (i) and/or (ii) (above) are not met, the Customer GHG Savings Condition in respect of the relevant Customer GHG Savings Reference Year shall be deemed not to have been satisfied;

Customer GHG Savings End Date” means the date specified in the applicable Final Terms as being the GHG Savings End Date;

Customer GHG Savings Event” (if specified as applicable in the applicable Final Terms) occurs if the Customer GHG Savings Condition in respect of any Customer GHG Savings Reference Year is not satisfied, provided no Customer GHG Savings Event has previously occurred in respect of the Notes;

Customer GHG Savings Reference Year” means the financial year(s) of the Guarantor specified in the applicable Final Terms as being the Customer GHG Savings Reference Year(s);

Customer GHG Savings Start Date” means the date specified in the applicable Final Terms as being the GHG Savings Start Date;

Customer GHG Savings Threshold” means the threshold(s) specified in the applicable Final Terms as being the Customer GHG Savings Threshold(s) in respect of the relevant Customer GHG Savings Reference Year(s);

Day Count Fraction” means, in respect of the calculation of an amount of interest in accordance with Condition 4(b):

(i)

if “Actual/Actual-ISDA” or “Actual/Actual” is specified in the applicable Final Terms, the actual number of days in the Interest Accrual Period divided by 365 (or, if any portion of that Interest Accrual Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Accrual Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Accrual Period falling in a non-leap year divided by 365);

(ii)

if “Actual/365 (Sterling)” is specified in the applicable Final Terms, the actual number of days in the Interest Accrual Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

(iii)

if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number of days in the Interest Accrual Period divided by 365;

(iv)

if “Actual/360” is specified in the applicable Final Terms, the actual number of days in the Interest Accrual Period divided by 360;

(v)

if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms, the number of days in the Interest Accrual Period divided by 360, calculated on a formula basis as follows:

Graphic

where:

Y1” is the year, expressed as a number, in which the first day of the Interest Accrual Period falls;

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Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Accrual Period falls;

M1” is the calendar month, expressed as a number, in which the first day of the Interest Accrual Period falls;

M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Accrual Period falls;

D1” is the first calendar day, expressed as a number, of the Interest Accrual Period, unless such number is 31, in which case D1 will be 30; and

D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Accrual Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(vi)

if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, the number of days in the Interest Accrual Period divided by 360, calculated on a formula basis as follows:

Graphic

where:

Y1” is the year, expressed as a number, in which the first day of the Interest Accrual Period falls;

Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Accrual Period falls;

M1” is the calendar month, expressed as a number, in which the first day of the Interest Accrual Period falls;

M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Accrual Period falls;

D1” is the first calendar day, expressed as a number, of the Interest Accrual Period, unless such number would be 31, in which case D1 will be 30; and

D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Accrual Period, unless such number would be 31, in which case D2 will be 30; and

(vii)

if “30E/360 (ISDA)” is specified in the applicable Final Terms, the number of days in the Interest Accrual Period divided by 360, calculated on a formula basis as follows:

Graphic

where:

Y1” is the year, expressed as a number, in which the first day of the Interest Accrual Period falls;

Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Accrual Period falls;

M1” is the calendar month, expressed as a number, in which the first day of the Interest Accrual Period falls;

M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Accrual Period falls;

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D1” is the first calendar day, expressed as a number, of the Interest Accrual Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Accrual Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30;

Determination Period” means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date);

ESG Addendum” has the meaning give to it in Condition 15; “EURIBOR” means the Euro-zone inter-bank offered rate;

External Savings Agent” means The Carbon Trust or, in the event that The Carbon Trust resigns or is otherwise replaced, such other third party as may be appointed by the Guarantor to consult with the Guarantor in calculating the Customer GHG Savings Amount;

External Verifier” means:

(a)

in relation to the Customer GHG Savings Amount, Grant Thornton UK LLP or, in the event that Grant Thornton UK LLP resigns or is otherwise replaced by the Guarantor, such other qualified provider of third-party assurance or attestation services appointed by the Guarantor to review the Guarantor’s statement of the Customer GHG Savings Amount;

(b)

in relation to the Female Management and Senior Leadership Amount, any qualified provider of third-party assurance or attestation services appointed by the Guarantor to review the Guarantor’s statement of Female Management and Senior Leadership Amount;

(c)

in relation to the M-Pesa Customers Amount, any qualified provider of third-party assurance or attestation services appointed by the Guarantor to review the Guarantor’s statement of M-Pesa Customers Amount; and

(d)

in relation to the Vodafone GHG Scope 1 and Scope 2 Emissions Amount and Vodafone GHG Scope 3 Emissions Amount, Grant Thornton UK LLP or, in the event that Grant Thornton UK LLP resigns or is otherwise replaced by the Guarantor, such other qualified provider of third-party assurance or attestation services appointed by the Guarantor to review the Guarantor’s statement of the Vodafone GHG Scope 1 and Scope 2 Emissions Amount and Vodafone GHG Scope 3 Emissions Amount;

Female Management and Senior Leadership Amount” means, in respect of a relevant financial year, the total number of women in management and senior leadership roles in the Group within the Scope of Reporting as a percentage of total number of employees in management and senior leadership roles in the Group within the Scope of Reporting, in respect of such financial year and calculated in good faith by the Guarantor, reported by the Guarantor in accordance with Condition 15 and confirmed by the External Verifier;

Female Management and Senior Leadership Condition” means, in relation to each Female Management and Senior Leadership Reference Year, the condition that: (i) the Reporting Condition (as defined in Condition 15) has been satisfied; and (ii) the Female Management and Senior Leadership Amount in respect of such Female Management and Senior Leadership Reference Year, as shown in the relevant ESG Addendum, is equal to or greater than the Female Management and Senior Leadership Threshold in respect of such Female Management and Senior Leadership Reference Year, and if the requirements of (i) and/or (ii) (above) are not met, the Female Management and Senior Leadership Condition in respect of the relevant Female Management and Senior Leadership Reference Year shall be deemed not to have been satisfied;

a “Female Management and Senior Leadership Event” (if specified as applicable in the applicable Final Terms) occurs if the Female Management and Senior Leadership Condition in respect of any Female Management and Senior Leadership Reference Year is not satisfied, provided no Female Management and Senior Leadership Event has previously occurred in respect of the Notes;

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Female Management and Senior Leadership Threshold” means the threshold(s) (expressed as a percentage) specified in the applicable Final Terms as being the Female Management and Senior Leadership Threshold(s) in respect of the relevant Female Management and Senior Leadership Reference Year(s);

Female Management and Senior Leadership Reference Year” means the financial year(s) of the Guarantor specified in the applicable Final Terms as being the Female Management and Senior Leadership Reference Year(s);

Fixed Day Count Fraction” means, in respect of the calculation of an amount of interest in accordance with Condition 4(a):

(i)

if “Actual/Actual (ICMA)” is specified in the applicable Final Terms:

(a)

in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the “Accrual Period”) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or

(b)

in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:

(1)

the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; and

(2)

the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year assuming interest was to be payable in respect of the whole of that year;

(ii)

if “30/360” is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360; and

(iii)

if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number of days in the relevant period divided by 365;

GHG Protocol Standard” means the document titled “The Greenhouse Gas Protocol, A Corporate Accounting and Reporting Standard (Revised Edition)” published by the World Business Council for Sustainable Development and the World Resources Institute, as such document may be amended, supplemented or replaced at the relevant time;

Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise in the international debt capital markets appointed by the Guarantor at its own expense under Condition 4(b)(ii)(H)(i) and notified in writing to the Trustee;

Initial Rate of Interest” means the initial Rate of Interest specified in the applicable Final Terms;

Interest Accrual Period” means (i) each Interest Period and (ii) any other period (if any) in respect of which interest is to be calculated, being the period from (and including) the first day of such period to (but excluding) the day on which the relevant payment of interest falls due (which, if the Notes become due and payable in accordance with Condition 10, shall be the date on which the Notes become due and payable);

Interest Determination Date” means:

(i)

if the Notes are Floating Rate Notes and:

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(a)

the Reference Rate is SONIA, the date which is “p” London Banking Days prior to each Interest Payment Date;

(b)

the Reference Rate is SOFR, the date which is “p” U.S. Government Securities Business Days prior to each Interest Payment Date;

(c)

the Reference Rate is EURIBOR, the second day on which the TARGET2 System is open prior to the start of each Interest Period;

(d)

the Reference Rate is TIBOR, the second Tokyo Business Day prior to the start of each Interest Period;

(e)

the Reference Rate is CDOR, the first day of each Interest Period; or

(f)

the Reference Rate is JIBAR, the first day of each Interest Period; or

(ii)

if the Notes are CMS Linked Notes, each date specified in the applicable Final Terms;

Interest Period” means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date;

ISDA Definitions” means the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc. and amended and updated as at the Issue Date of the first Tranche of the Notes);

ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Original Reference Rate;

ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Original Reference Rate for the applicable tenor excluding the applicable ISDA Fallback Adjustment;

JIBAR” means the Johannesburg inter-bank agreed rate;

M-Pesa Customers Amount” means the number in millions of customers of the Group within the Scope of Reporting on the M-Pesa platform (or equivalent mobile money service), in respect of a financial year and calculated in good faith by the Guarantor, reported by the Guarantor in accordance with Condition 15 and confirmed by the External Verifier;

M-Pesa Customers Condition” means, in relation to each M-Pesa Customers Reference Year, the condition that: (i) the Reporting Condition (as defined in Condition 15) has been satisfied; and (ii) the M-Pesa Customers Amount in respect of such M-Pesa Customers Reference Year, as shown in the relevant ESG Addendum, is equal to or greater than the M-Pesa Customers Threshold in respect of such M-Pesa Customers Reference Year, and if the requirements of (i) and/or (ii) (above) are not met, the M-Pesa Customers Condition in respect of the relevant M-Pesa Customers Reference Year shall be deemed not to have been satisfied;

a “M-Pesa Customers Event” (if specified as applicable in the applicable Final Terms) occurs if the M-Pesa Customers Condition in respect of any M-Pesa Customers Reference Year is not satisfied, provided no M-Pesa Customers Event has previously occurred in respect of the Notes;

M-Pesa Customers Reference Year” means the financial year(s) of the Guarantor specified in the applicable Final Terms as being the M-Pesa Customers Reference Year(s);

M-Pesa Customers Threshold” means the threshold(s) specified in the applicable Final Terms as being the M-Pesa Customers Threshold(s) in respect of the relevant M-Pesa Customers Reference Year(s);

Original Reference Rate” means the originally-specified benchmark or screen rate (as applicable) used to determine the relevant Rate of Interest (or any component part thereof) in respect of any Interest Period(s) (provided that if, following one or more Benchmark Replacement Dates, such originally-specified benchmark or screen rate (as applicable) (or any Successor

72


Rate, Alternative Rate or Benchmark Replacement (as applicable) which has replaced it) has been replaced by a (for a further) Successor Rate, Alternative Rate or Benchmark Replacement (as applicable) and a Benchmark Discontinuation Event or Benchmark Transition Event (as applicable) and, in either case, a related Benchmark Replacement Date subsequently occur in respect of such Successor Rate, Alternative Rate or Benchmark Replacement (as applicable), the term “Original Reference Rate” shall include any such Successor Rate or Alternative Rate or Benchmark Replacement (as applicable));

Reference Banks” means, in the case of a determination of EURIBOR, the principal office of four major banks in the Euro- zone inter-bank market, in the case of a determination of TIBOR, the principal Tokyo office of ten major banks in the Tokyo inter-bank market, in the case of a determination of CDOR, four major Canadian Schedule I chartered banks, in the case of a determination of JIBAR, the principal Johannesburg office of four major banks in the Johannesburg inter-bank market, in each case selected by the Issuing and Principal Paying Agent;

Reference Rate” means (i) EURIBOR, (ii) TIBOR, (iii) CDOR, (iv) JIBAR or (v) CMS Rate, in each case for the relevant period or (vi) Compounded Daily SONIA, (vii) Compounded Daily SOFR or (viii) Weighted Average SOFR, as specified in the applicable Final Terms;

Reference Year” means:

(i)

a Customer GHG Savings Reference Year;

(ii)

a Female Management and Senior Leadership Reference Year;

(iii)

a M-Pesa Customers Reference Year;

(iv)

a Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year; and/or

(v)

a Vodafone GHG Scope 3 Emissions Reference Year,

as specified in the applicable Final Terms and as the context may so require;

Relevant Financial Centre” means:

(i)

if the Notes are Floating Rate Notes:

(a)

Brussels, in the case of a determination of EURIBOR;

(b)

Tokyo, in the case of a determination of TIBOR;

(c)

Toronto, in the case of a determination of CDOR; and

(d)

Johannesburg, in the case of a determination of JIBAR; or

(ii)

if the Notes are CMS Linked Notes, the city specified in the applicable Final Terms;

Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto;

Relevant Nominating Body” means, in respect of an Original Reference Rate:

(i)

the central bank for the currency to which such Original Reference Rate relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of such Original Reference Rate; or

(ii)

any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which such Original Reference Rate relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of such Original Reference Rate, (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof;

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Relevant Swap Rate” means:

(i)

where the Reference Currency is euro, the mid-market annual swap rate determined on the basis of the arithmetic mean of the bid and offered rates for the annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for- floating euro interest rate swap transaction with a term equal to the Designated Maturity commencing on the first day of the relevant Interest Period and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, in each case calculated on an Actual/360 day count basis, is equivalent to EUR- EURIBOR-Reuters (as defined in the ISDA Definitions) with a designated maturity determined by the Calculation Agent by reference to standard market practice and/or the ISDA Definitions;

(ii)

where the Reference Currency is Sterling, the mid-market semi-annual swap rate determined on the basis of the arithmetic mean of the bid and offered rates for the semi-annual fixed leg, calculated on an Actual/365 (Fixed) day count basis, of a fixed-for-floating Sterling interest rate swap transaction with a term equal to the Designated Maturity commencing on the first day of the relevant Interest Period and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, in each case calculated on an Actual/365 (Fixed) day count basis, is equivalent (A) if the Designated Maturity is greater than one year, to GBP-LIBOR-BBA (as defined in the ISDA Definitions) with a designated maturity of six months or (B) if the Designated Maturity is one year or less, to GBP-LIBOR-BBA with a designated maturity of three months;

(iii)

where the Reference Currency is U.S. dollars, the mid-market semi-annual swap rate determined on the basis of the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for- floating U.S. dollar interest rate swap transaction with a term equal to the Designated Maturity commencing on the first day of the relevant Interest Period and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is equivalent to USD-LIBOR-BBA (as defined in the ISDA Definitions) with a designated maturity of three months; and

(iv)

where the Reference Currency is any other currency, the mid-market swap rate as determined by the Calculation Agent in its sole and absolute discretion on a commercial basis as it shall consider appropriate and in accordance with standard market practice;

Relevant Time” means:

(i)

if the Notes are Floating Rate Notes:

(a)

in the case of EURIBOR, 11.00 a.m.;

(b)

in the case of TIBOR, 11.00 a.m.;

(c)

in the case of CDOR, 10.00 a.m.; and

(d)

in the case of JIBAR, 11.00 a.m.; or

(ii)

if the Notes are CMS Linked Notes, the time specified in the applicable Final Terms,

in each case in the Relevant Financial Centre;

Representative Amount” means an amount that is representative for a single transaction in the relevant market at the relevant time;

Scope of Reporting” means, in relation to the ESG Addendum, performance data which is included in the scope of the ESG Addendum in respect of:

(a)

the Guarantor;

(b)the Guarantor’s operating companies in Albania, the Czech Republic, Egypt, Germany, Ghana, Greece, Hungary, Ireland, Italy, Portugal, Romania, Spain, Turkey and the United Kingdom;

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(c)

Vodacom Group Limited;

(d)

Vodacom Group Limited’s subsidiaries in the Democratic Republic of the Congo, Lesotho, Mozambique and Tanzania; and

(e)

the Guarantor’s operations under Vantage Towers, Vodafone Global Enterprise and Vodafone Group Services,

all as more fully described in the 2021 ESG Addendum and subject to the good faith judgement of the Guarantor and excludes performance data which is not included in the scope of the ESG Addendum in respect of:

(i)joint ventures and associates where Vodafone does not have operational control (which as at 30 June 2021 includes VodafoneZiggo, TPG Telecom, Vodafone Idea and Indus Towers, INWIT and Safaricom;

(ii)partner market networks in which the Guarantor neither has any equity interests nor holds an operating licence, including those partner markets that operate under the “Vodafone” brand;

(iii)countries in which the Guarantor is required to hold an operating licence in order to provide local customer support to multinational enterprise customers but where the Issuer neither owns nor operates any licensed telecommunications network infrastructure; and

(iv)retail stores that are “Vodafone” branded by way of franchise and exclusive dealer arrangements which are not owned or operated by the Guarantor,

all as more fully described in the 2021 ESG Addendum and subject to the good faith judgement of the Guarantor and subject to the following exceptions:

(x) in relation to the M-Pesa Customers Amount and M-Pesa Customers Threshold, Safaricom is included; and

(y) in relation to the Customer GHG Savings Amount and Customer GHG Savings Threshold, including joint venture and partner markets are included,

all as more fully described in the 2021 ESG Addendum and subject to the good faith judgement of the Guarantor.

sub-unit” means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent;

Successor Rate” means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body;

Sustainability-Linked Premium Amount” means, in relation to one or more Sustainability-Linked Trigger Event(s), the amount specified in the applicable Final Terms as being the Sustainability-Linked Premium Amount in respect of such Sustainability-Linked Trigger Event(s);

Sustainability-Linked Premium Payment Date” means the date specified in the applicable Final Terms as being the Sustainability-Linked Premium Payment Date;

Sustainability-Linked Step Up Date” means, in relation to a Sustainability-Linked Trigger Event, the first Interest Payment Date immediately following the occurrence of such Sustainability-Linked Trigger Event;

Sustainability-Linked Step Up Margin” means, in relation to one or more Sustainability-Linked Trigger Event(s), the amount specified in the applicable Final Terms as being the Sustainability-Linked Step Up Margin in respect of such Sustainability- Linked Trigger Event(s);

Sustainability-Linked Trigger Event” means, in each case if specified in the applicable Final Terms as being applicable, a Customer GHG Savings Event, a Female Management and Senior Leadership Event, a M-Pesa Customers Event, a Vodafone GHG Scope 1 and Scope 2 Emissions Event and/or a Vodafone GHG Scope 3 Emissions Event, in each case in respect of the respective relevant Reference Year;

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Sustainability-Linked Trigger Event Notification Deadline” means the day falling 135 days after the last day of the applicable Reference Year;

Threshold” means:

(a)

Customer GHG Savings Threshold;

(b)

Female Management and Senior Leadership Threshold;

(c)

M-Pesa Customers Threshold;

(d)

Vodafone GHG Scope 1 and Scope 2 Emissions Threshold; and/or

(e)

Vodafone GHG Scope 3 Emissions Threshold,

as specified in the applicable Final Terms and as the context may so require;

TIBOR” means the Tokyo inter-bank offered rate;

Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment;

Vodafone GHG Scope 1 Emissions” means, in respect of a financial year, direct greenhouse gas emissions from controlled sources of the Group within the Scope of Reporting, in respect of such financial year calculated in good faith by the Guarantor using the market-based method;

Vodafone GHG Scope 2 Emissions” means, in respect of a financial year, indirect greenhouse gas emissions from electricity, steam and heat purchased or acquired by the Group within the Scope of Reporting, in respect of such financial year calculated in good faith by the Guarantor using the market-based method;

Vodafone GHG Scope 3 Emissions” means, in respect of a financial year, indirect greenhouse gas emissions from non- controlled sources of the Group within the Scope of Reporting, but which the Group may be able to influence, in respect of such financial year calculated in good faith by the Guarantor using the market-based method;

Vodafone GHG Scope 1 and Scope 2 Emissions Amount” means, in millions of metric tonnes of carbon dioxide equivalent (Mt CO2e), the sum of the:

(i)

Vodafone GHG Scope 1 Emissions; and

(ii)

Vodafone GHG Scope 2 Emissions,

in each case in respect of the relevant financial year and calculated in good faith by the Guarantor, reported by the Guarantor in accordance with Condition 15 and confirmed by the External Verifier;

Vodafone GHG Scope 3 Emissions Amount” means, in millions of metric tonnes of carbon dioxide equivalent (Mt CO2e), the Vodafone GHG Scope 3 Emissions calculated in good faith by the Guarantor, reported by the Guarantor in accordance with Condition 15 and confirmed by the External Verifier;

Vodafone GHG Scope 1 and Scope 2 Emissions Baseline” means the Vodafone GHG Scope 1 and Scope 2 Emissions Amount for the financial year specified in the applicable Final Terms, as initially reported in the ESG Addendum in respect of such financial year and, if applicable, recalculated in good faith by the Guarantor and published by the Guarantor in the latest ESG Addendum published in accordance with Condition 15;

Vodafone GHG Scope 3 Emissions Baseline” means the Vodafone GHG Scope 3 Emissions Amount for the financial year specified in the applicable Final Terms, as initially reported in the ESG Addendum in respect of such financial year and, if applicable, recalculated in good faith by the Guarantor and published by the Guarantor in the latest ESG Addendum published in accordance with Condition 15;

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Vodafone GHG Scope 1 and Scope 2 Emissions Condition” means, in relation to each Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year, the condition that: (i) the Reporting Condition (as defined in Condition 15) has been satisfied; and (ii) the Vodafone GHG Scope 1 and Scope 2 Emissions Percentage in respect of such Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year, as shown in the relevant ESG Addendum, is equal to or greater than the Vodafone GHG Scope 1 and Scope 2 Emissions Threshold in respect of such Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year, and if the requirements of (i) and/or (ii) (above) are not met, the Vodafone GHG Scope 1 and Scope 2 Emissions Condition in respect of the relevant Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year shall be deemed not to have been satisfied;

Vodafone GHG Scope 3 Emissions Condition” means, in relation to each Vodafone GHG Scope 3 Emissions Reference Year, the condition that: (i) the Reporting Condition (as defined in Condition 15) has been satisfied; and (ii) the Vodafone GHG Scope 3 Emissions Percentage in respect of such Vodafone GHG Scope 3 Emissions Reference Year, as shown in the relevant ESG Addendum, is equal to or greater than the Vodafone GHG Scope 3 Emissions Threshold in respect of such Vodafone GHG Scope 3 Emissions Reference Year and if the requirements of (i) and/or (ii) (above) are not met, the Vodafone GHG Scope 3 Emissions Condition in respect of the relevant Vodafone GHG Scope 3 Emissions Reference Year shall be deemed not to have been satisfied;

a “Vodafone GHG Scope 1 and Scope 2 Emissions Event” (if specified as applicable in the applicable Final Terms) occurs if the Vodafone GHG Scope 1 and Scope 2 Emissions Condition in respect of any Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year is not satisfied, provided no Vodafone GHG Scope 1 and Scope 2 Emissions Event has previously occurred in respect of the Notes;

a “Vodafone GHG Scope 3 Emissions Event” (if specified as applicable in the applicable Final Terms) occurs if the Vodafone GHG Scope 3 Emissions Condition in respect of any Vodafone GHG Scope 3 Emissions Reference Year is not satisfied, provided no Vodafone GHG Scope 3 Emissions Event has previously occurred in respect of the Notes;

Vodafone GHG Scope 1 and Scope 2 Emissions Percentage” means, in respect of any financial year, the percentage by which the Vodafone GHG Scope 1 and Scope 2 Emissions Amount for such financial year is a reduction in comparison to the Vodafone GHG Scope 1 and Scope 2 Emissions Baseline, as calculated in good faith by the Guarantor and published by it in accordance with Condition 15;

Vodafone GHG Scope 3 Emissions Percentage” means, in respect of any financial year, the percentage by which the Vodafone GHG Scope 3 Emissions Amount for such financial year is a reduction in comparison to the Vodafone GHG Scope 3 Emissions Baseline, as calculated in good faith by the Guarantor and published by it in accordance with Condition 15;

Vodafone GHG Scope 1 and Scope 2 Emissions Threshold” means the threshold(s) specified in the applicable Final Terms as being the Vodafone GHG Scope 1 and Scope 2 Emissions Threshold(s) in respect of the relevant Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year(s);

Vodafone GHG Scope 3 Emissions Threshold” means the threshold(s) specified in the applicable Final Terms as being the Vodafone GHG Scope 3 Emissions Threshold(s) in respect of the relevant Vodafone GHG Scope 3 Emissions Reference Year(s);

Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year” means the financial year(s) of the Guarantor specified in the applicable Final Terms as being the Vodafone GHG Scope 1 and Scope 2 Emissions Reference Year(s); and

Vodafone GHG Scope 3 Emissions Reference Year” means the financial year(s) of the Guarantor specified in the applicable Final Terms as being the Vodafone GHG Scope 3 Emissions Reference Year(s).

5.Inflation Linked Notes

This Condition 5 is applicable only if the applicable Final Terms specifies the Notes as Inflation Linked Interest Notes and/or Inflation Linked Redemption Notes (together, the “Inflation Linked Notes”).

(a)U.K. Retail Price Index

Where RPI (as defined below) is specified as the Index in the applicable Final Terms, Conditions 5(a) to 5(f) will apply. For purposes of Conditions 5(a) to 5(f), unless the context otherwise requires, the following defined terms shall have the meanings set out below:

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Base Index Figure” means (subject to Condition 5(c)(i)) the base index figure as specified in the applicable Final Terms;

Calculation Agent” means the person appointed by the Issuer and the Guarantor as calculation agent in relation to a Series of Inflation Linked Notes and specified in the applicable Final Terms, and shall include any successor calculation agent appointed in respect of such Notes;

Her Majesty’s Treasury” means Her Majesty’s Treasury or any officially recognised party performing the function of a calculation agent (whatever such party’s title), on its or its successor’s behalf, in respect of the Reference Gilt;

Index” or “Index Figure” means, subject as provided in Condition 5(c)(i), the U.K. Retail Price Index (RPl) (for all items) published by the Office for National Statistics (January 1987 = 100) or any comparable index which may replace the U.K. Retail Price Index for the purpose of calculating the amount payable on repayment of the Reference Gilt (the “RPI”). Any reference to the Index Figure:

(i)

applicable to a particular month, shall, subject as provided in Conditions 5(c) and 5(e), be construed as a reference to the Index Figure published in the seventh month prior to that particular month and relating to the month before that of publication; or

(ii)

applicable to the first calendar day of any month shall, subject as provided in Conditions 5(c) and 5(e), be construed as a reference to the Index Figure published in the second month prior to that particular month and relating to the month before that of publication; or

(iii)

applicable to any other day in any month shall, subject as provided in Conditions 5(c) and 5(e), be calculated by linear interpolation between (x) the Index Figure applicable to the first calendar day of the month in which the day falls, calculated as specified in sub-paragraph (ii) above and (y) the Index Figure applicable to the first calendar day of the month following, calculated as specified in sub-paragraph (ii) above and rounded to the nearest fifth decimal place;

Index Ratio” applicable to any month or date, as the case may be, means the Index Figure applicable to such month or date, as the case may be, divided by the Base Index Figure and rounded to the nearest fifth decimal place;

Limited Index Linked Notes” means Inflation Linked Notes to which a Maximum Indexation Factor and/or a Minimum Indexation Factor (as specified in the applicable Final Terms) applies;

Limited Index Ratio” means (a) in respect of any month or date, as the case may be, prior to the relevant Issue Date, the Index Ratio for that month or date, as the case may be, (b) in respect of any Limited Indexation Date after the relevant Issue Date, the product of the Limited Indexation Factor for that month or date, as the case may be, and the Limited Index Ratio as previously calculated in respect of the month or date, as the case may be, twelve months prior thereto; and (c) in respect of any other month, the Limited Index Ratio as previously calculated in respect of the most recent Limited Indexation Month;

Limited Indexation Date” means any date falling during the period specified in the applicable Final Terms for which a Limited Indexation Factor is to be calculated;

Limited Indexation Factor” means, in respect of a Limited Indexation Month or Limited Indexation Date, as the case may be, the ratio of the Index Figure applicable to that month or date, as the case may be, divided by the Index Figure applicable to the month or date, as the case may be, twelve months prior thereto, provided that (a) if such ratio is greater than the Maximum Indexation Factor specified in the applicable Final Terms, it shall be deemed to be equal to such Maximum Indexation Factor and (b) if such ratio is less than the Minimum Indexation Factor specified in the applicable Final Terms, it shall be deemed to be equal to such Minimum Indexation Factor;

Limited Indexation Month” means any month specified in the applicable Final Terms for which a Limited Indexation Factor is to be calculated; and

Reference Gilt” means the index-linked Treasury Stock or Treasury Gilt specified as such in the applicable Final Terms for so long as such gilt is in issue, and thereafter such issue of index-linked Treasury Stock or Treasury Gilt determined to be appropriate by a gilt-edged market maker or other adviser selected by the Guarantor (an “Indexation Adviser”).

(b)

Application of the Index Ratio

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Each payment of interest (in the case of Inflation Linked Interest Notes) and principal (in the case of Inflation Linked Redemption Notes) in respect of the Notes shall be the amount provided in, or determined in accordance with, these Terms and Conditions, multiplied by the Index Ratio or Limited Index Ratio in the case of Limited Index Linked Notes applicable to the month or date, as the case may be, on which such payment falls to be made and rounded in accordance with Condition 4(b)(v).

(c)

Changes in Circumstances Affecting the Index

(i)

Change in base: If at any time and from time to time the Index is changed by the substitution of a new base therefor, then with effect from the month from and including that in which such substitution takes effect or the first date from and including that on which such substitution takes effect, as the case may be, (1) the definition of “Index” and “Index Figure” in Condition 5(a) shall be deemed to refer to the new date or month in substitution for January 1987 (or, as  the case may be, to such other date or month as may have been substituted therefor), and (2) the new Base Index Figure shall be the product of the existing Base Index Figure and the Index Figure for the date on which such substitution takes effect, divided by the Index Figure for the date immediately preceding the date on which such substitution takes effect.

(ii)

Delay in publication of Index if sub-paragraph (i) of the definition of Index Figure is applicable: If the Index Figure which is normally published in the seventh month and which relates to the eighth month (the “relevant month”) before the month in which a payment is due to be made is not published on or before the fourteenth business day before the date on which such payment is due (the “date for payment”), the Index Figure applicable to the month in which the date for payment falls shall be (1) such substitute index figure (if any) as the Trustee considers (acting solely on the advice of the Indexation Adviser) to have been published by the United Kingdom Debt Management Office or the Bank of England, as the case may be, for the purposes of indexation of payments on the Reference Gilt or, failing such publication, on any one or more issues of index-linked Treasury Stock selected by an Indexation Adviser (and approved by the Trustee (acting solely on the advice of the Indexation Adviser)) or (2) if no such determination is made by such Indexation Adviser within seven days, the Index Figure last published (or, if later, the substitute index figure last determined pursuant to Condition 5(c)(i)) before the date for payment.

(iii)

Delay in publication of Index if sub-paragraph (ii) and/or (iii) of the definition of Index Figure is applicable: If the Index Figure relating to any month (the “calculation month”) which is required to be taken into account for the purposes of the determination of the Index Figure for any date is not published on or before the fourteenth business day before the date on which such payment is due (the “date for payment”), the Index Figure applicable for the relevant calculation month shall be (1) such substitute index figure (if any) as the Trustee considers (acting solely on the advice of the Indexation Adviser) to have been published by the United Kingdom Debt Management Office or the Bank of England, as the case may be, for the purposes of indexation of payments on the Reference Gilt or, failing such publication, on any one or more issues of index-linked Treasury Stock selected by an Indexation Adviser (and approved by the Trustee (acting solely on the advice of the Indexation Adviser)) or (2) if no such determination is made by such Indexation Adviser within seven days, the Index Figure last published (or, if later, the substitute index figure last determined pursuant to Condition 5(c)(i)) before the date for payment.

(d)Application of Changes

Where the provisions of Condition 5(c)(ii) or Condition 5(c)(iii) apply, the determination of the Indexation Adviser as to the Index Figure applicable to the month in which the date for payment falls or the date for payment, as the case may be, shall be conclusive and binding. If, an Index Figure having been applied pursuant to Condition 5(c)(ii)(2) or Condition 5(c)(iii)(2), the Index Figure relating to the relevant month or relevant calculation month, as the case may be, is subsequently published while a Note is still outstanding, then:

(i)

in relation to a payment of interest (in the case of Inflation Linked Interest Notes) and/or principal (in the case of Inflation Linked Redemption Notes) in respect of such Note other than upon final redemption of such Note, the interest and/or principal (as the case may be) next payable after the date of such subsequent publication shall be increased  or reduced, as the case may be, by an amount equal to the shortfall or excess, as the case may be, of the amount of the relevant payment made on the basis of the Index Figure applicable by virtue of Condition 5(c)(ii)(2) or Condition 5(c)(iii)(2) below or above the amount of the relevant payment that would have been due if the Index Figure subsequently published had been published on or before the fourteenth business day before the date for payment; and

(ii)

in relation to a payment of interest (in the case of Inflation Linked Interest Notes) and/or principal (in the case of Inflation Linked Redemption Notes) upon final redemption, no subsequent adjustment to amounts paid will be made.

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(e)Material Changes or Cessation of the Index

(i)

Material changes to the Index: If notice is published by Her Majesty’s Treasury, or on its behalf, following a change to the coverage or the basic calculation of the Index, then the Calculation Agent shall make any such adjustments to the Index consistent with any adjustments made to the Index as applied to the Reference Gilt.

(ii)

Cessation of the Index: If the Trustee, the Issuer and the Guarantor have been notified by the Calculation Agent that the Index has ceased to be published, or if Her Majesty’s Treasury, or a person acting on its behalf, announces that it will no longer continue to publish the Index, then the Calculation Agent shall determine a successor index in lieu of any previously applicable index (the “Successor Index”) by using the following methodology:

(a)

if at any time a successor index has been designated by Her Majesty’s Treasury in respect of the Reference Gilt, such successor index shall be designated the “Successor Index” for the purposes of all subsequent Interest Payment Dates, notwithstanding that any other Successor Index may previously have been determined under paragraphs (b) or (c) below; or

(b)

if a Successor Index has not been determined under paragraph (a) above, the Issuer, the Guarantor and the Trustee (acting solely on the advice of the Indexation Adviser) together shall seek to agree for the purpose of the Notes one or more adjustments to the Index or a substitute index (with or without adjustments) with the intention that the same should leave the Issuer, the Guarantor and the Noteholders in no better and no worse position than they would have been had the Index not ceased to be published; or

(c)

if the Issuer, the Guarantor and the Trustee (acting solely on the advice of the Indexation Adviser) fail to reach agreement as mentioned above within 20 business days following the giving of notice as mentioned in paragraph (ii), a bank or other person in London shall be appointed by the Guarantor and the Trustee or, failing agreement on and the making of such appointment within 20 business days following the expiry of the 20 business day period referred to above, by the Trustee (acting solely on the advice of the Indexation Adviser) (in each case, such bank or other person so appointed being referred to as the “Expert”), to determine for the purpose of the Notes one or more adjustments to the Index or a substitute index (with or without adjustments) with the intention that the same should leave the Issuer, the Guarantor and the Noteholders in no better and no worse position than they would have been had the Index not ceased to be published. Any Expert so appointed shall act as an expert and not as an arbitrator and all fees, costs and expenses of the Expert and of any Indexation Adviser and of any of the Issuer, the Guarantor and the Trustee in connection with such appointment shall be borne by the Guarantor.

(iii)

Adjustment or replacement: The Index shall be adjusted or replaced by a substitute index pursuant to the foregoing paragraphs, as the case may be, and references in these Terms and Conditions to the Index and to any Index Figure shall be deemed amended in such manner as the Trustee (acting solely on the advice of the Indexation Adviser), the Issuer and the Guarantor agree are appropriate to give effect to such adjustment or replacement. Such amendments shall be effective from the date of such notification and binding upon the Issuer, the Guarantor, the Trustee and the Noteholders, and the Issuer shall give notice to the Noteholders in accordance with Condition 14 of such amendments as promptly as practicable following such notification or adjustment.

(f)

Redemption for Index Reasons

If either (i) the Index Figure for three consecutive months is required to be determined on the basis of an Index Figure previously published as provided in Condition 5(c)(ii)(2) and the Trustee has been notified by the Calculation Agent that publication of the Index has ceased or (ii) notice is published by Her Majesty’s Treasury, or on its behalf, following a change in relation to the Index, offering a right of redemption to the holders of the Reference Gilt, and (in either case) no amendment or substitution of the Index shall have been designated by Her Majesty’s Treasury in respect of the Reference Gilt and such circumstances are continuing, the Issuer may, upon giving not more than 60 nor less than 30 days’ notice to the Noteholders (or such other notice period as may be specified in the applicable Final Terms) in accordance with Condition 14, redeem all, but not some only, of the Notes at their Early Redemption Amount referred to in Condition 7(g) below together (if appropriate) with interest accrued to (but excluding) the date of redemption (in each case adjusted in accordance with Condition 5(b)).

(g)HICP

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Where HICP (as defined below) is specified as the Index in the applicable Final Terms, the Conditions 5(g) to 5(j)  will apply. For purposes of Conditions 5(g) to 5(j), unless the context otherwise requires, the following defined terms shall have the meanings set out below:

Base Index Level” means the base index level as specified in the applicable Final Terms;

Calculation Agent” means the person appointed by the Issuer and the Guarantor as calculation agent in relation to a Series of Inflation Linked Notes and specified in the applicable Final Terms, and shall include any successor calculation agent appointed in respect of such Notes;

Index” or “Index Level” means (subject as provided in Condition 5(i)) the non-revised Harmonised Index of Consumer Prices excluding tobacco or relevant Successor Index (as defined in Condition 5(i)(ii)), measuring the rate of inflation in the European Monetary Union excluding tobacco, expressed as an index and published by Eurostat (the “HICP”). The first publication or announcement of a level of such index for a calculation month (as defined in Condition 5(i)(i)(A)) shall be final and conclusive and later revisions to the level for such calculation month will not be used in any calculations. Any reference to the Index Level which is specified in these Terms and Conditions as applicable to any day (“d”) in any month (“m”) shall, subject as provided in Condition 5(i), be calculated as follows:

Graphic

where:

Id” is the Index Level for the day d

HICP” m-2 is the level of HICP for month m-2

HICP” m-3 is the level of HICP for month m-3

nbd” is the actual number of days from and excluding the first day of month m to but including day d;

and

qm” is the actual number of days in month m,

provided that if Condition 5(i) applies, the Index Level shall be the Substitute Index Level determined in accordance with such Condition.

Index Business Day” means a day on which the TARGET System is operating;

Index Determination Date” means in respect of any date for which the Index Level is required to be determined, the fifth Index Business Day prior to such date;

Index Ratio” applicable to any date means the Index Level applicable to the relevant Index Determination Date divided by the Base Index Level and rounded to the nearest fifth decimal place, 0.000005 being rounded upwards; and

Related Instrument” means an inflation-linked bond selected by the Calculation Agent that is a debt obligation of one of the governments (but not any government agency) of France, Italy, Germany or Spain and which pays a coupon or redemption amount which is calculated by reference to the level of inflation in the European Monetary Union with a maturity date which falls on (a) the same day as the Maturity Date or (b) the next longest maturity date after the Maturity Date or the next shortest maturity for the Maturity Date at its sole discretion, if there is no such bond maturing on the Maturity Date. The Calculation Agent will select the Related Instrument from such of those inflation-linked bonds issued on or before the relevant Issue Date and, if there is more than one such inflation-linked bond maturing on the same date, the Related Instrument shall be selected by the Calculation Agent from such bonds at its sole discretion. If the Related Instrument is redeemed the Calculation Agent will select a new Related Instrument on the same basis, but selected from all eligible bonds in issue at the time the originally selected Related Instrument is redeemed (including any bond for which the redeemed originally selected Related Instrument is exchanged).

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(h)Application of the Index Ratio

Each payment of interest (in the case of Inflation Linked Interest Notes) and principal (in the case of Inflation Linked Redemption Notes) in respect of the Notes shall be the amount provided in, or determined in accordance with, these Terms and Conditions, multiplied by the Index Ratio applicable to the date on which such payment falls to be made and rounded in accordance with Condition 4(b)(v).

(i)Changes in Circumstances Affecting the Index

(i)

Delay in publication of Index

(A)

If the Index Level relating to any month (the “calculation month”) which is required to be taken into account for the purposes of the determination of the Index Level for any date (the “Relevant Level”) has not been published or announced by the day that is five Business Days before the date on which such payment is due (the “Affected Payment Date”), the Calculation Agent shall determine a Substitute Index Level (as defined below) (in place of such Relevant Level) by using the following methodology:

(1)

if applicable, the Calculation Agent will take the same action to determine the “Substitute Index Level” for the Affected Payment Date as that taken by the calculation agent (or any other party performing the function of a calculation agent (whatever such party’s title)) pursuant to the terms and conditions of the Related Instrument;

(2)

if (1) above does not result in a Substitute Index Level for the Affected Payment Date for any reason, then the Calculation Agent shall determine the Substitute Index Level as follows:

Substitute Index Level = Base Level x (Latest Level / Reference Level) Where:

Base Level” means the level of the Index (excluding any flash estimates) published or announced by Eurostat (or any successor entity which publishes such index) in respect of the month which is 12 calendar months prior to the month for which the Substitute Index Level is being determined;

Latest Level” means the latest level of the Index (excluding any flash estimates) published or announced by Eurostat (or any successor entity which publishes such index) prior to the month in respect of which the Substitute Index Level is being calculated; and

Reference Level” means the level of the Index (excluding any flash estimates) published or announced by Eurostat (or any successor entity which publishes such index) in respect of the month that is 12 calendar months prior to the month referred to in “Latest Level” above.

(B)

If a Relevant Level is published or announced at any time after the day that is five Business Days prior to the next Interest Payment Date, such Relevant Level will not be used in any calculations. The Substitute Index Level so determined pursuant to this Condition 5(i) will be the definitive level for that calculation month.

(ii)

Cessation of publication: If the Index Level has not been published or announced for two consecutive months or Eurostat announces that it will no longer continue to publish or announce the Index then the Calculation Agent shall determine a successor index in lieu of any previously applicable Index (the Successor Index) by using the following methodology:

(A)

if at any time (other than after an Early Termination Event (as defined below) has been designated by the Calculation Agent pursuant to paragraph (E) below) a successor index has been designated by the calculation agent (or any other party performing the function of a calculation agent (whatever such party’s title)) pursuant to the terms and conditions of the Related Instrument, such successor index shall be designated the “Successor Index” for the purposes of all subsequent Interest Payment Dates, notwithstanding that any other Successor Index may previously have been determined under paragraphs (B), (C) or (D) below; or

(B)

if a Successor Index has not been determined under paragraph (A) above (and there has been no designation of an Early Termination Event pursuant to paragraph (E) below), and a notice has been given or an announcement has been made by Eurostat (or any successor entity which publishes such index) specifying that the Index will be superseded by a replacement index specified by Eurostat (or any such

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successor), and the Calculation Agent determines that such replacement index is calculated using the same or substantially similar formula or method of calculation as used in the calculation of the previously applicable Index, such replacement index shall be the Index from the date that such replacement index comes into effect; or

(C)

if a Successor Index has not been determined under paragraphs (A) or (B) above (and there has been no designation of an Early Termination Event pursuant to paragraph (E) below), the Calculation Agent shall ask five leading independent dealers to state what the replacement index for the Index should be. If four or five responses are received, and of those four or five responses, three or more leading independent dealers state the same index, this index will be deemed the “Successor Index”. If three responses are received, and two or more leading independent dealers state the same index, this index will be deemed the “Successor Index”. If fewer than three responses are received, the Calculation Agent will proceed to paragraph (D) below; or

(D)

if no Successor Index has been determined under paragraphs (A), (B) or (C) above on or before the fifth Index Business Day prior to the next Affected Payment Date the Calculation Agent will determine an appropriate alternative index for such Affected Payment Date, and such index will be deemed the “Successor Index”; or

(E)

if the Calculation Agent determines that there is no appropriate alternative index, the Guarantor shall, in conjunction with the Calculation Agent, determine in good faith an appropriate alternative index. If the Guarantor, in conjunction with the Calculation Agent, does not decide on an appropriate alternative index within a period of ten Business Days, then an “Early Termination Event” will be deemed to have occurred and the Issuer will redeem the Notes pursuant to Condition 5(j).

(iii)

Rebasing of the Index: If the Calculation Agent determines that the Index has been or will be rebased at any time, the Index as so rebased (the Rebased Index) will be used for the purposes of determining each relevant Index Level from the date of such rebasing; provided, however, that the Calculation Agent shall make such adjustments as are made by the calculation agent (or any other party performing the function of a calculation agent (whatever such partys title)) pursuant to the terms and conditions of the Related Instrument to the levels of the Rebased Index so that the Rebased Index levels reflect the same rate of inflation as the Index before it was rebased. Any such rebasing shall not affect any prior payments made.

(iv)

Material Modification Prior to Interest Payment Date: If, on or prior to the day that is five Business Days before an Interest Payment Date, Eurostat announces that it will make a material change to the Index then the Calculation Agent shall make any such adjustments to the Index consistent with adjustments made to the Related Instrument.

(v)

Manifest Error in Publication: If, within thirty days of publication, the Calculation Agent determines that Eurostat (or  any successor entity which publishes such index) has corrected the level of the Index to remedy a manifest error in its original publication, the Calculation Agent will notify the parties of (A) that correction, (B) the amount that is payable, in respect of interest payments falling after such correction, as a result of that correction and (C) take such other action as it may deem necessary to give effect to such correction.

(j)Redemption for Index Reasons

If an Early Termination Event as described under Condition 5(i)(ii)(E) is deemed to have occurred, the Issuer will, upon giving not more than 60 nor less than 30 days’ notice to the Noteholders (or such other notice period as may be specified in the applicable Final Terms) in accordance with Condition 14, redeem all, but not some only, of the Notes at their Early Redemption Amount referred to in Condition 6(f) below together (if appropriate) with interest accrued to (but excluding) the date of redemption (in each case adjusted in accordance with Condition 5(h)).

6.Payments

(a)Method of payment

Subject as provided below:

(i)

payments in a Specified Currency other than euro or Renminbi will be made by credit or transfer to an account in the relevant Specified Currency (which, in the case of a payment in Japanese yen to a non-resident of Japan, shall be a

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non-resident account) maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Wellington, respectively);

(ii)

payments in euro will be made by credit or transfer to a euro account (or to any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; and

(iii)

payments in Renminbi will be made by transfer to a Renminbi account maintained by or on behalf of the payee with a bank in Hong Kong.

Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8, and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.

(b)Presentation of Bearer Notes and Coupons

Payments of principal in respect of Bearer Notes will be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Bearer Notes, and payments of interest in respect of Bearer Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia and its possessions)).

Fixed Rate Notes in bearer form (other than Fixed Rate Notes which specify Interest Payment Date Adjustment as being applicable in the applicable Final Terms, Sustainability-Linked Notes which specify Sustainability-Linked Trigger Event (Interest) as being applicable in the applicable Final Terms or Inflation Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.

Upon any Fixed Rate Note in bearer form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note, Fixed Rate Note which specifies Interest Payment Date Adjustment as being applicable in the applicable Final Terms, Sustainability-Linked Note which specifies Sustainability-Linked Trigger Event (Interest) as being applicable in the applicable Final Terms, CMS Linked Note or Inflation Linked Interest Note in bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof.

If the due date for redemption of any definitive Bearer Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Bearer Note.

(c)Payments in respect of Registered Notes

(i)

Payments of principal in respect of Registered Notes shall be made against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the manner provided in the sub- paragraph (ii) below.

(ii)

Interest on Registered Notes shall be paid to the person shown on the Register at the close of business on the fifteenth day before the due date for payment thereof (the “Record Date”). Payments of interest on each Registered Note shall be made in the relevant currency by cheque drawn on a Bank and mailed to the holder (or to the first named of joint holders)

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of such Note at its address appearing in the Register on the Record Date. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an account in the relevant currency maintained by the payee with a Bank.

(iii)

Payments of principal and interest in respect of Registered Notes registered in the name of, or in the name of a nominee for, The Depository Trust Company (“DTC”) and denominated in a Specified Currency other than U.S. dollars will be made or procured to be made by transfer by the Registrar to an account in the relevant Specified Currency of the Exchange Agent on behalf of DTC or its nominee in accordance with the following provisions. The amounts in such Specified Currency payable by the Registrar or its agent to DTC with respect to Registered Notes held by DTC or its nominee will be received from the Issuer by the Registrar who will make payments in such Specified Currency by wire transfer of same day funds to the designated bank account in such Specified Currency of those DTC participants entitled to receive the relevant payment who have made an irrevocable election to DTC, in the case of interest payments, on or prior to the third DTC Business Day after the Record Date for the relevant payment of interest and, in the case of payments of principal, at least 12 DTC Business Days prior to the relevant payment date, to receive that payment in such Specified Currency. The Registrar, after the Exchange Agent has converted amounts in such Specified Currency into U.S. dollars, will deliver such

U.S. dollar amount in same day funds to DTC for payment through its settlement system to those DTC participants entitled to receive the relevant payment who did not elect to receive such payment in such Specified Currency. The Agency Agreement sets out the manner in which such conversions are to be made. For the purposes of this Condition 6(c), “DTC Business Day” means any day on which DTC is open for business.

(d)General provisions applicable to payments

The holder of a Global Note or a Global Certificate shall be the only person entitled to receive payments in respect of Notes represented by such Global Note or Global Certificate and the Issuer or, as the case may be, the Guarantor will be discharged by payment to, or to the order of, the holder of such Global Note or Global Certificate in respect of each amount so paid. Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or DTC as the beneficial holder of a particular nominal amount of Notes represented by such Global Note or Global Certificate must look solely to Euroclear, Clearstream, Luxembourg or DTC, as the case may be, for his share of each payment so made by the Issuer or, as the case may be, the Guarantor to, or to the order of, the holder of such Global Note or Global Certificate.

Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Bearer Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if:

(i)

the Issuer and the Guarantor have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due; and

(ii)

payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and

(iii)

such payment is then permitted under United States law without involving, in the opinion of the Guarantor, adverse tax consequences to the Issuer or the Guarantor, as the case may be.

(e)Payment Day

If the date for payment of any amount in respect of any Note or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, “Payment Day” means any day which (subject to Condition 9) is:

(i)

a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:

(A)

in the case of Notes in definitive form only, the relevant place of presentation;

(B)

any Additional Financial Centre specified in the applicable Final Terms; and

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(ii)

either (1) in relation to any sum payable in a Specified Currency other than euro or Renminbi, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Wellington, respectively), (2) in relation to any sum payable in euro, a day on which the TARGET2 System is open or (3) in relation to any sum payable in Renminbi, a day (other than a Saturday, Sunday or public holiday) on which commercial banks and foreign exchange markets in Hong Kong are generally open for business and settlement for Renminbi payments in Hong Kong.

(f)Interpretation of principal and interest

Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable:

(i)

any additional amounts which may be payable with respect to principal under Condition 7 or under any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed;

(ii)

the Final Redemption Amount of the Notes;

(iii)

the Early Redemption Amount of the Notes;

(iv)

the Optional Redemption Amount(s) (if any) of the Notes;

(v)

in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 7(g)); and

(vi)

any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes (including, for the avoidance of doubt, if applicable, any Sustainability-Linked Premium Amount(s)).

Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 8 or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed.

(g)Renminbi Currency Event

If Renminbi Currency Event is specified as applying in the applicable Final Terms and a Renminbi Currency Event (as defined below) occurs, each of the Issuer and the Guarantor, on giving not less than five nor more than thirty days’ irrevocable notice in accordance with Condition 14 to the Noteholders and the Trustee prior to any due date for payment, shall be entitled to satisfy its respective obligations in respect of such payment (in whole or in part) by making such payment in U.S. dollars on the basis  of the Spot Rate for the relevant Determination Date as promptly notified to the Issuer, the Guarantor, the Trustee and the Paying Agents by the Calculation Agent.

In such event, any payment of U.S. dollars will be made by transfer to a U.S. dollar denominated account maintained by the payee with, or by a U.S. dollar denominated cheque drawn on, a bank in New York City and the definition of “Payment Day” in Condition 6(e) shall mean any day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in: (A) in the case of Notes in definitive form only, the relevant place of presentation; and (B) London and New York City.

In these Terms and Conditions:

Determination Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange) in Hong Kong, London and New York City;

Determination Date” means the day which is three Determination Business Days before the due date of the relevant payment under the Notes;

Governmental Authority” means any de facto or de jure government (or any agency or instrumentality thereof), court,  tribunal, administrative or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including the central bank) of Hong Kong;

Local Time” means the time of day in the jurisdiction in which the Calculation Agent, appointed in connection with the Notes, is located;

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Renminbi Currency Event” means any one of Renminbi Illiquidity, Renminbi Non-Transferability and Renminbi Inconvertibility;

Renminbi Dealer” means an independent foreign exchange dealer of international repute active in the Renminbi exchange market in Hong Kong reasonably selected by the Guarantor;

Renminbi Illiquidity” means the general Renminbi exchange market in Hong Kong becomes illiquid as a result of which the Issuer cannot obtain sufficient Renminbi in order to satisfy its obligation to pay interest or principal (in whole or in part) in respect of the Notes, as determined by the Guarantor acting in good faith and in a commercially reasonable manner following consultation with two Renminbi Dealers;

Renminbi Inconvertibility” means the occurrence of any event that makes it impossible for the Issuer to convert any amount due in respect of the Notes into Renminbi in the general Renminbi exchange market in Hong Kong, other than where such impossibility is due solely to the failure of the Issuer and/or the Guarantor to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the Notes and it is impossible for the Issuer and/or the Guarantor, as the case may be, due to an event beyond its or their (as the case may be) control, to comply with such law, rule or regulation);

Renminbi Non-Transferability” means the occurrence of any event that makes it impossible for the Issuer to transfer Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the Renminbi clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer and/or the Guarantor to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the Notes and it is impossible for the Issuer and/or the Guarantor, as the case may be, due to an event beyond its or their (as the case may be) control, to comply with such law, rule or regulation); and

Spot Rate” means the spot CNY/U.S. dollar exchange rate for the purchase of U.S. dollars with Renminbi in the over-the- counter Renminbi exchange market in Hong Kong for settlement in three Determination Business Days, as determined by the Calculation Agent at or around 11.00 a.m. (Local Time) on the Determination Date, on a deliverable basis by reference to Reuters Screen Page TRADCNY3, or if no such rate is available, on a non-deliverable basis by reference to Reuters Screen Page TRADNDF. If neither rate is available, the Calculation Agent shall in good faith and in a commercially reasonable manner determine the Spot Rate at or around 11:00 a.m. (Local Time) on the Determination Date as the most recently available CNY/U.S. dollar official fixing rate for settlement in two Determination Business Days reported by the State Administration of Foreign Exchange of the PRC, which is reported on the Reuters Screen Page CNY=SAEC. Reference to a page on the Reuters Screen means the display page so designated on the Reuters Monitor Money Rates Service (or any successor service) or such other page as may replace that page for the purpose of displaying a comparable currency exchange rate.

If for any reason at any relevant time the Calculation Agent defaults in its obligation to determine the Spot Rate, the Trustee shall, at the expense of the Guarantor, appoint an expert to determine the Spot Rate in such manner as, in its absolute discretion (having such regard as it shall think fit to the foregoing provisions of this Condition), it shall deem fair and reasonable in all the circumstances and each such determination shall be deemed to have been made by the Calculation Agent.

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 6(g), whether by the Calculation Agent or an expert appointed by the Trustee, shall (in the absence of manifest error) be binding on the Issuer, the Guarantor, the Trustee, the Issuing and Principal Paying Agent, the other Paying Agents and all Noteholders and Couponholders and (in the absence of wilful default and bad faith) no liability to the Issuer, the Guarantor, the Trustee, the Noteholders or the Couponholders shall attach to the Calculation Agent or such expert in connection with the exercise or non-exercise by it if its powers, duties and discretions pursuant to such provision.

7.Redemption and Purchase

(a)Redemption at maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in the applicable Final Terms in the relevant Specified Currency on the Maturity Date.

(b)Redemption for tax reasons

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The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note, a CMS Linked Note or an Inflation Linked Interest Note) or on any Interest Payment Date (if this Note is a Floating Rate Note, a CMS Linked Note or an Inflation Linked Interest Note), on giving not less than 10 nor more than 60 days’ notice to the Issuing and Principal Paying Agent and, in accordance with Condition 14, the Noteholders (which notice shall be irrevocable), if:

(i)

on the occasion of the next payment due in respect of the Notes, the Issuer would be required to pay additional amounts as provided or referred to in Condition 8 or the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws or regulations of the Relevant Jurisdiction (as defined in Condition 8) (or any political subdivision or taxing authority thereof or therein), or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and

(ii)

such requirement cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the Guarantor would be required to pay such additional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer or the Guarantor shall deliver to the Trustee a certificate signed by two Authorised Signatories of the Issuer or, as the case may be, two Authorised Signatories of the Guarantor stating that the requirement referred to in sub-paragraph (i) above will apply on the occasion of the next payment due in respect of the Notes and cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it and the Trustee shall be entitled to accept the relevant certificate as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on the Noteholders and the Couponholders. Upon the expiry of any such notice as is referred to in this paragraph, the Issuer shall be bound to redeem the Notes in accordance with the provisions of this paragraph.

Notes redeemed pursuant to this Condition 7(b) will be redeemed at their Early Redemption Amount referred to in paragraph (e) below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

(c)Redemption at the option of the Issuer (Issuer Call)

If Issuer Call is specified in the applicable Final Terms, the Issuer may, having given:

(i)

notice within the Issuer Call Period to the Noteholders in accordance with Condition 14; and

(ii)

not less than 10 days before the giving of the notice referred to in sub-paragraph (i) above, notice to the Issuing and Principal Paying Agent and the Trustee,

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the relevant Optional Redemption Amount(s) specified in the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount equal to the Minimum Redemption Amount or a Higher Redemption Amount. The relevant Optional Redemption Amount will be either, as specified in the applicable Final Terms, (A) if Make Whole Redemption Price is specified in the applicable Final Terms as applying to one or more Optional Redemption Dates, the relevant Make Whole Redemption Price or (B) if Par Call is specified in the applicable Final Terms as applying to one or more Optional Redemption Dates, the specified amount per Calculation Amount stated in the applicable Final Terms.

The Make Whole Redemption Price will be an amount equal to the higher of:

(A)

if Spens Amount is specified as applicable in the applicable Final Terms, (x) 100 per cent. of the nominal amount outstanding of the Notes to be redeemed or (y) the nominal amount outstanding of the Notes to be redeemed multiplied by the price, as reported to the Issuer and the Trustee by the Determination Agent, at which the Gross Redemption Yield on such Notes on the Reference Date (assuming for this purpose that the Notes are redeemed on the Maturity Date (or, if a Par Redemption Date is specified in the applicable Final Terms, on the Par Redemption

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Date)) is equal to the Gross Redemption Yield (determined by reference to the middle market price) at the Quotation Time on the Reference Date of the Reference Bond, plus the Redemption Margin; or

(B)

if Make Whole Redemption Amount is specified as applicable in the applicable Final Terms, (x) 100 per cent. of the nominal amount outstanding of the Notes to be redeemed and (y) the sum of the present values of (i) the nominal amount outstanding of the Notes to be redeemed, (ii) the Remaining Term Interest on such Notes (exclusive of interest accrued to the date of redemption) and (iii) if Sustainability-Linked Trigger Event (Premium) is specified as applicable in the applicable Final Terms and one or more relevant Sustainability-Linked Trigger Events has or have occurred, the relevant Sustainability-Linked Premium Amount(s). Such present values shall be calculated by discounting such amounts to the date of redemption on an annual basis (assuming a 360-day year consisting of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed) at the Reference Bond Rate, plus the Redemption Margin,

all as determined by the Determination Agent.

In the case of a partial redemption of Notes, the Notes to be redeemed (“Redeemed Notes”) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the “Selection Date”). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 14 not less than 10 days prior to the date fixed for redemption.

In these Terms and Conditions:

DA Selected Bond” means a government security or securities selected by the Determination Agent as having an actual or interpolated maturity comparable with the remaining term of the Notes (assuming, if a Par Redemption Date is specified in the applicable Final Terms, redemption on such Par Redemption Date), that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in the Specified Currency and of a comparable maturity to the remaining term of the Notes;

Determination Agent” means an investment bank or financial institution of international standing selected by the Guarantor after consultation with the Trustee;

Gross Redemption Yield” means, with respect to a security, the gross redemption yield on such security, expressed as a percentage and calculated by the Determination Agent on the basis set out by the United Kingdom Debt Management Office in the paper "Formulae for Calculating Gilt Prices from Yields", page 4, Section One: Price/Yield Formulae "Conventional Gilts"; "Double dated and Undated Gilts with Assumed (or Actual) Redemption on a Quasi-Coupon Date" (published 8 June 1998, as amended or updated from time to time) on a semi-annual compounding basis (converted to an annualised yield and rounded up (if necessary) to four decimal places);

Par Redemption Date” shall be as set out in the applicable Final Terms; “Quotation Time” shall be as set out in the applicable Final Terms; “Redemption Margin” shall be as set out in the applicable Final Terms;

Reference Bond” shall be as set out in the applicable Final Terms or the DA Selected Bond;

Reference Bond Price” means, with respect to any date of redemption, (a) the arithmetic average of the Reference Government Bond Dealer Quotations for such date of redemption, after excluding the highest and lowest such Reference Government Bond Dealer Quotations, or (b) if the Determination Agent obtains fewer than four such Reference Government Bond Dealer Quotations, the arithmetic average of all such quotations;

Reference Bond Rate” means, with respect to any date of redemption, the rate per annum equal to the annual or semi-annual yield (as the case may be) to maturity or interpolated yield to maturity (or if a Par Redemption Date is specified in the applicable Final Terms, yield to the Par Redemption Date) (on the relevant day count basis) of the Reference Bond, assuming a price for the Reference Bond (expressed as a percentage of its nominal amount) equal to the Reference Bond Price for such date of redemption;

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Reference Date” will be set out in the relevant notice of redemption;

Reference Government Bond Dealer” means each of five banks selected by the Guarantor, or their affiliates, which are (A) primary government securities dealers, and their respective successors, or (B) market makers in pricing corporate bond issues;

Reference Government Bond Dealer Quotations” means, with respect to each Reference Government Bond Dealer and any date of redemption, the arithmetic average, as determined by the Determination Agent, of the bid and offered prices for the Reference Bond (expressed in each case as a percentage of its nominal amount) at the Quotation Time on the Reference Date quoted in writing to the Determination Agent by such Reference Government Bond Dealer; and

Remaining Term Interest” means, with respect to any Note, the aggregate amount of scheduled payment(s) of interest on such Note for the remaining term of such Note (or, if a Par Redemption Date is specified in the applicable Final Terms, to the Par Redemption Date) determined on the basis of the rate of interest applicable to such Note from and including the date on which such Note is to be redeemed by the Issuer pursuant to this Condition 7(c).

(d)Redemption following a Change of Control

If Change of Control Put Option is specified in the applicable Final Terms and, at any time while any of the Notes remain outstanding, a Change of Control Put Event (as defined below) occurs, then the holder of each such Note will have the option (a “Change of Control Put Option”) (unless prior to the giving of the relevant Change of Control Put Event Notice (as defined below) the Issuer has given notice of redemption under Conditions 7(b) or 7(c) above) to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note on the date which is seven days after the expiration of the Put Period (as defined below) (such date or such other date as may be specified in the applicable Final Terms, the “Put Date”) at the Optional Redemption Amount specified in the applicable Final Terms together with (or, where purchased, together with an amount equal to) interest (if any) accrued to (but excluding) the Put Date.

A “Change of Control Put Event” will be deemed to occur if:

(i)

any person or any persons acting in concert (as defined in the United Kingdom’s City Code on Takeovers and Mergers), other than a holding company (as defined in Section 1159 of the Companies Act 2006 as amended) whose shareholders are or are to be substantially similar to the pre-existing shareholders of the Guarantor, shall become interested (within the meaning of Part 22 of the Companies Act 2006 as amended) in (A) more than 50 per cent. of the issued or allotted ordinary share capital of the Guarantor or (B) shares in the capital of the Guarantor carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Guarantor (each such event, a “Change of Control”); provided that, no Change of Control shall be deemed to occur if the event which would otherwise have constituted a Change of Control occurs or is carried out for the purposes of a reorganisation on terms previously approved by the Trustee in writing or by an Extraordinary Resolution; and

(ii)

the long-term debt of the Guarantor has been assigned:

(A)

an investment grade credit rating (Baa3/BBB-, or their respective equivalents, or better) (an “Investment Grade Rating”), by any Rating Agency at the invitation of the Guarantor; or

(B)

where there is no rating from any Rating Agency assigned at the invitation of the Guarantor, an Investment Grade Rating by any Rating Agency of its own volition,

and;

(x)

such rating is, within the Change of Control Period, either downgraded to a non-investment grade credit rating (Ba1/BB+, or their respective equivalents, or worse) (a “Non-Investment Grade Rating”) or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to an Investment Grade Rating by such Rating Agency;

(y)

and there remains no other Investment Grade Rating of the long-term debt of the Guarantor from any other Rating Agency; and

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(iii)

in making any decision to downgrade or withdraw an Investment Grade Rating pursuant to paragraph (ii) above, the relevant Rating Agency announces publicly or confirms in writing to the Guarantor or the Trustee that such decision(s) resulted, in whole or in part, from the occurrence of the relevant Change of Control.

Further, if at the time of the occurrence of the relevant Change of Control the long-term debt of the Guarantor is not assigned an Investment Grade Rating by any Rating Agency, a Change of Control Put Event will be deemed to occur upon the occurrence of a Change of Control alone.

Promptly upon the Issuer or the Guarantor becoming aware that a Change of Control Put Event has occurred, the Issuer or, as the case may be, the Guarantor shall, and at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, shall (subject in each case to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction) give notice (a “Change of Control Put Event Notice”) to the Noteholders in accordance with Condition 14 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option.

To exercise the Change of Control Put Option, the holder of the Note must (in the case of Bearer Notes) deposit such Note with any Paying Agent or (in the case of Registered Notes) deposit the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, in each case at any time during normal business hours of such Paying Agent, Registrar or Transfer Agent, as the case may be, falling within the period (the “Put Period”) of 30 days after a Change of Control Put Event Notice is given or such other date as may be specified in the applicable Final Terms, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent, Registrar or Transfer Agent, as the case may be (a “Change of Control Put Notice”). No Note or Certificate so deposited and option so exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer. The Issuer shall redeem or purchase (or procure the purchase of) the relevant Notes on the Put Date unless previously redeemed (or purchased) and cancelled.

If 80 per cent. or more in nominal amount of the Notes then outstanding have been redeemed or purchased pursuant to this Condition 7(d), the Issuer may, on giving not less than 10 nor more than 60 days’ notice to the Noteholders (such notice being given within 30 days after the Put Date), redeem or purchase (or procure the purchase of), at its option, all but not some only of the remaining outstanding Notes at their Optional Redemption Amount, together with interest (if any) accrued to (but excluding) the date fixed for such redemption or purchase.

If the rating designations employed by either Moody’s or S&P are changed from those which are described in paragraph (ii) of the definition of “Change of Control Put Event” above, or if a rating is procured from a Substitute Rating Agency, the Guarantor shall determine, with the agreement of the Trustee, the rating designations of Moody’s or S&P or such Substitute Rating Agency (as appropriate) as are most equivalent to the prior rating designations of Moody’s or S&P and this Condition 7(d) shall be construed accordingly.

The Trustee is under no obligation to ascertain whether a Change of Control Put Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Put Event or Change of Control has occurred, and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Change of Control Put Event or Change of Control or other such event has occurred.

In these Terms and Conditions:

Change of Control Period” means the period commencing upon a Change of Control and ending 90 days after the Change of Control (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review, such period not to exceed 60 days after the public announcement of such consideration); and

Rating Agency” means Moody’s Investors Service Limited (“Moody’s”) or S&P Global Ratings Europe Limited (“S&P”) or any of their respective affiliates or successors or any rating agency (a “Substitute Rating Agency”) substituted for any of them by the Guarantor from time to time with the prior written approval of the Trustee.

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(e)Redemption at the option of the Noteholders (Investor Put)

If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 14 notice within the Investor Put Period the Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date.

To exercise this option the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Coupons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, accompanied by a duly completed and signed notice of exercise (a “Put Notice” in the form (for the time being current) obtainable from any specified office of any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the notice period and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition.

(f)Clean-up redemption at the option of the Issuer

If Clean-up Call is specified in the applicable Final Terms and if 80 per cent. or more of the aggregate principal amount of the Notes originally issued (and, for these purposes, any further securities issued pursuant to Condition 17 will be deemed to have been originally issued) have been redeemed and/or purchased, then the Issuer may, at its option (without any requirement for the consent or approval of the Noteholders), and having given not less than 10 and no more than 60 days’ notice to the Trustee and the Issuing and Principal Paying Agent and, in accordance with Condition 14, the Noteholders (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all but not some only of the Notes on, or at any time after, the Clean-up Call Optional Redemption Date specified in the applicable Final Terms. Any such redemption of Notes shall be at their Optional Redemption Amount, together with interest (if any) accrued to (but excluding) the date fixed for such redemption.

(g)Early Redemption Amounts

For the purpose of paragraph (b) above and Condition 10, each Note will be redeemed at the Early Redemption Amount calculated as follows:

(i)

in the case of a Note (other than a Zero Coupon Note), at the amount specified in the applicable Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at its nominal amount; or

(ii)

in the case of a Zero Coupon Note, at an amount (the “Amortised Face Amount”) calculated in accordance with the following formula:

Early Redemption Amount RP 1 AYy

where:

RPmeans the Reference Price;

AYmeans the Accrual Yield expressed as a decimal; and

y

is the Day Count Fraction specified in the applicable Final Terms which will be either (i) 30/360 (in which case the numerator will be equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (ii) Actual/360 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (iii) Actual/365 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 365).

(h)Purchases

The Issuer, the Guarantor or any other Subsidiary (as defined in the Trust Deed) of the Guarantor may at any time purchase Notes (provided that, in the case of Bearer Notes, all unmatured Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise.

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The Issuer will purchase (or procure the purchase of) any Retained Notes on the Issue Date.

(i)Cancellation

All Notes (other than Retained Notes) which are (a) redeemed or (b) purchased by or on behalf of the Issuer will forthwith be cancelled (together with all Certificates or unmatured Coupons and Talons attached thereto or surrendered therewith at the time of redemption) and accordingly may not be reissued or resold. Any Notes which are purchased by or on behalf of the Guarantor or any of the Guarantor’s Subsidiaries (other than the Issuer) may, at the option of the purchaser, be held or resold or surrendered to a Paying Agent for cancellation.

The Issuer may cancel (or procure the cancellation of) any Retained Notes held by it or on its behalf at any time.

(j)Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero  Coupon  Note  pursuant  to paragraph (a), (b), (c), (d) or (e) above or upon its becoming due and repayable as provided in Condition 10 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in paragraph f(ii) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:

(i)the date on which all amounts due in respect of such Zero Coupon Note have been paid; and

(ii)five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Issuing and Principal Paying Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 14.

8.Taxation

All payments in respect of the Notes and Coupons by or on behalf of the Issuer or the Guarantor will be made without withholding or deduction for any present or future taxes, assessments or other governmental charges (“Taxes”) levied by or on behalf of the Issuer’s jurisdiction of incorporation, the Issuer’s jurisdiction of tax residence or the Guarantor’s jurisdiction of incorporation (each a “Relevant Jurisdiction”) (or, in each case, any political subdivision or taxing authority thereof or therein), unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as may be necessary in order that the net amount paid to each holder of any Note or Coupon who, with respect to any such Tax is not resident in the Relevant Jurisdiction, after such withholding or deduction shall be not less than the respective amount to which such holder would have been entitled in respect of such Note or Coupon, as the case may be, in the absence of the withholding or deduction; provided however that neither the Issuer nor the Guarantor shall be required to pay any additional amounts (i) for or on account of any such Tax imposed by the United States (or any political subdivision or taxing authority thereof or therein) or (ii) for or on account of:

(a)

any Tax which would not have been imposed but for (i) the existence of any present or former connection between a holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) and the Relevant Jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of such Note or Coupon (x) for payment on a date more than 30 days after the Relevant Date (as defined below) or (y) in the Relevant Jurisdiction;

(b)

any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

(c)

any Tax which is payable otherwise than by withholding or deduction from payments of (or in respect of) principal of, or any interest on, such Note or Coupon;

(d)

any Tax that is imposed or withheld by reason of the failure by the holder or any beneficial owner of such Note or Coupon to comply with a request of the Issuer or, as the case may be, the Guarantor given to the holder in accordance with Condition 14 (i) to provide information concerning the nationality, residence or identity of the holder or any beneficial owner or (ii) to make any declaration or other similar claim or complete any form or satisfy any information or reporting requirements, which, in the case of (i) or (ii), is required or imposed by a statute, treaty,

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regulation or administrative practice of the Relevant Jurisdiction as a precondition to exemption from all or part of such Tax; or

(e)

any combination of items (a), (b), (c) and (d) above,

nor shall the Issuer or, as the case may be, the Guarantor be required to pay any additional amounts with respect to any payment of the principal of, or any interest on, any Note or Coupon to any holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner which would not have been entitled to such additional amounts had it been the holder of such Note or Coupon.

Notwithstanding any other provision of the Terms and Conditions, any amounts to be paid on the Notes by or on behalf of the Issuer or the Guarantor, will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (and any such  withholding or deduction, a “FATCA Withholding”). None of the Issuer, the Guarantor and any other person will be required to pay any additional amounts in respect of FATCA Withholding.

As used herein:

Relevant Date” means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Issuing and Principal Paying Agent or the Trustee on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14; and

United States” means the United States of America (including the States and the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands).

9.Prescription

The Notes and Coupons will become void unless a claim for payment is made within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 8) therefor (subject to the provisions of Condition 6(b)).

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 6(b) or any Talon which would be void pursuant to Condition 6(b).

10.Events of Default and Enforcement

(A)Events of Default

The Trustee in its sole and absolute discretion may, and if so requested in writing by the holders of at least one-quarter in nominal amount of the Notes (excluding Retained Notes) then outstanding or if so directed by an Extraordinary Resolution of the Noteholders shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), give notice to the Issuer and the Guarantor that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their Early Redemption Amount as referred to in Condition 7(g) together (if applicable) with accrued interest as provided in the Trust Deed, in any of the following events (each such event, together where applicable with the certification by the Trustee as described below, an “Event of Default”):

(a)

if default is made in the payment of any principal or any interest due in respect of the Notes or any of them and the default continues for a period of 14 days in the case of a payment of principal or 21 days in the case of a payment of interest; or

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(b)

if the Issuer or the Guarantor fails to perform or observe any of its other obligations under these Terms and Conditions or the Trust Deed and (except in any case where the Trustee considers the failure to be incapable of remedy when no such continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 30 days (or such longer period as the Trustee may permit) next following the service by the Trustee on the Issuer or the Guarantor (as the case may be) of notice requiring the same to be remedied; or

(c)

if any Indebtedness for Borrowed Money of the Issuer or the Guarantor becomes due and repayable prematurely by reason of an event of default (however described) or the Issuer or the Guarantor fails to make any payment in respect of any Indebtedness for Borrowed Money on the due date for payment (as extended by any originally applicable grace period) or any security given by the Issuer or the Guarantor for any Indebtedness for Borrowed Money becomes enforceable by reason of default in relation thereto and steps are taken to enforce such security or if default is made by the Issuer or the Guarantor in making any payment due under any guarantee and/or indemnity (at the expiry of any originally applicable grace period) given by it in relation to any Indebtedness for Borrowed Money of any other person, provided that no event shall constitute an Event of Default unless the Indebtedness for Borrowed Money or other relative liability either alone or when aggregated with other Indebtedness for Borrowed Money and/or other liabilities relative to all (if any) other events which shall have occurred equals or exceeds £150,000,000 (or its equivalent in any other currency); or

(d)

if any order is made by any competent court or resolution passed for the winding up or dissolution of the Issuer or the Guarantor, save for the purposes of a reorganisation on terms approved in writing by the Trustee; or

(e)

if the Issuer or the Guarantor stops payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due, or is deemed unable to pay its debts (within the meaning of section 509(3) or 570 of the Irish Companies Act 2014 or section 123(1)(e) or (2) of the Insolvency Act 1986 (whichever is applicable)), or is  adjudicated or found bankrupt or insolvent or shall enter into any composition or other similar arrangements with its creditors under Parts 10 or 11 of the Irish Companies Act 2014 or under section 1 of the Insolvency Act 1986 (as applicable); or

(f)

if (i) an administrative or other receiver, manager, examiner, administrator or other similar official is appointed in relation to the Issuer or the Guarantor, or, as the case may be, in relation to the whole or a substantial part of the undertaking or assets of it, or an encumbrancer takes possession of the whole or a substantial part of the undertaking or assets of it, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or a substantial part of the undertaking or assets of it and (ii) in any case (other than the appointment of an administrator) is not discharged, removed or paid within 45 days; or

(g)

if the Guarantee ceases to be, or is claimed by the Issuer or the Guarantor not to be, in full force and effect; or

(h)

if the Issuer ceases to be a Subsidiary which is wholly-owned and controlled, directly or indirectly, by the Guarantor;

PROVIDED, in the case of any event described above other than those described in paragraphs (a), (d) and (h) above, the Trustee shall have certified in writing to the Issuer and the Guarantor that the event is, in its opinion, materially prejudicial to the interests of the Noteholders.

For the purposes of this Condition, “Indebtedness for Borrowed Money” means any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of (i) money borrowed, (ii) liabilities under or in respect of any acceptance or acceptance credit or (iii) any bonds, notes, debentures, debenture stock or loan stock.

(B)Enforcement

The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer and/or the  Guarantor as it may think fit to enforce the provisions of the Trust Deed, the Notes and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed, the Notes or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution of the relevant Noteholders or so requested in writing by the holders of at least one-quarter in nominal amount of the relevant Notes then outstanding (excluding any Retained Notes), and (ii) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction.

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Save as otherwise provided herein, no Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantor unless the Trustee, having become bound so to proceed, fails or is unable so to do within 60 days and the failure or inability shall be continuing.

11.Replacement of Notes, Certificates, Coupons and Talons

Should any Note, Certificate, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Issuing and Principal Paying Agent (in the case of Bearer Notes, Coupons or Talons) and of the Registrar (in the case of Certificates) upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer or the Guarantor may reasonably require. Mutilated or defaced Notes, Certificates, Coupons or Talons must be surrendered before replacements will be issued.

12.Agents

The name of the initial Issuing and Principal Paying Agent and its initial specified office are set out below.

The Issuer and the Guarantor are entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of the Issuing and Principal Paying Agent, and to appoint any other Paying Agent, the Registrar or any Transfer Agent and/or appoint additional or other Paying Agents or Transfer Agents or another Registrar and/or approve any change in the specified office through which any such agent acts, provided that:

(i)

there will at all times be an Issuing and Principal Paying Agent;

(ii)

there will at all times be a Registrar and a Transfer Agent in relation to Registered Notes;

(iii)

so long as the Notes are listed on any stock exchange, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and

(iv)

if and so long as payments in respect of the Notes and Coupons would be subject to a withholding or deduction for Taxes levied by or on behalf of a Relevant Jurisdiction (or any political subdivision or taxing authority thereof or therein) if the Notes and Coupons were presented in the Relevant Jurisdiction, there will at all times be a Paying Agent with a specified office in a city approved by the Trustee outside the Relevant Jurisdiction.

In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(d).

Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 14.

In acting under the Agency Agreement, the Issuing and Principal Paying Agent, the Paying Agents, the Registrar and the Transfer Agents act solely as agents of the Issuer and the Guarantor and, in certain limited circumstances, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent or Registrar or Transfer Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent, registrar or transfer agent, as the case may be.

13.Exchange of Talons

On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Issuing and Principal Paying Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 9.

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14.Notices

Notices to the holders of Registered Notes shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday, Sunday or bank holiday) after the date of mailing.

Notices to the holders of Bearer Notes will be deemed to be validly given if published in a leading English language daily newspaper of general circulation in the United Kingdom. It is expected that such publication will be made in the Financial Times. The Issuer and the Guarantor shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange or any other relevant authority on which the Notes are for the time being listed. Any such notice will be deemed to have been given on the date of the first publication.

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Issuing and Principal Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes). Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Bearer Notes in accordance with this Condition.

15.Available Information

This Condition 15 only applies to Sustainability-Linked Notes.

In respect of each financial year of the Guarantor, beginning with the financial year in which the Issue Date of the first Tranche of the Notes falls, the Guarantor will publish on its website, as applicable: (i) the Customer GHG Savings Amount, the Female Management and Senior Leadership Amount, the M-Pesa Customers Amount, the Vodafone GHG Scope 1 and Scope 2 Emissions Amount, the Vodafone GHG Scope 3 Emissions Amount, the Vodafone GHG Scope 1 and Scope 2 Emissions Baseline and/or the Vodafone GHG Scope 3 Emissions Baseline for the relevant financial year, as indicated in the ESG addendum officially publish by the Guarantor in relation to its annual report (the “ESG Addendum”); and (ii) an independent limited assurance report or reports issued by the relevant External Verifier(s) (the “Assurance Report”) in respect of, among others, where applicable, the Customer GHG Savings Amount, the Female Management and Senior Leadership Amount, the M-Pesa Customers Amount, the Vodafone GHG Scope 1 and Scope 2 Emissions Amount and the Vodafone GHG Scope 3 Emissions Amount which may form part of the ESG Addendum (the publication of such ESG Addendum and Assurance Report on or before the Sustainability-Linked Trigger Event Notification Deadline, together the “Reporting Condition”). The ESG Addendum and the Assurance Report will be published concurrently with the publication of the independent auditor’s report on the Guarantor’s annual report and may form part of such annual report, and will have the same reference date as the relevant independent auditor’s report provided that to the extent the Guarantor reasonably determines that additional time is required to complete the ESG Addendum and the Assurance Report, then the ESG Addendum and the Assurance Report may be published as soon as reasonably practicable, but in no event later than the Sustainability-Linked Trigger Event Notification Deadline.

16.Meeting of Noteholders, Modification, Authorisation, Waiver, Determination and Substitution

(a)Meetings

The Trust Deed contains provisions for convening meetings of the Noteholders (which may be held at a physical location, or via an electronic platform (such as a conference call or videoconference) or by a combination of such methods) to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of the provisions of these Terms and Conditions, the Notes, the Coupons or the Trust Deed. Such a meeting may be convened by the Issuer, the Guarantor or by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being outstanding. The quorum at any such meeting for passing an Extraordinary Resolution will be one or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented. The Trust Deed provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Trust Deed by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting and whether or not they voted on (or voted in favour of) the relevant Extraordinary Resolution, and on all and Couponholders.

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(b)Modification, Authorisation, Waiver, Determination, Substitution etc.

The Trustee may agree, without the consent of the Noteholders or the Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of these Terms and Conditions or any of the provisions of the Trust Deed or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated as such, which in any such case is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders or may agree, without any such consent as aforesaid, to any modification which is of a formal, minor or technical nature or to correct a manifest error. In addition, the Trustee shall be obliged to concur with the Issuer and the Guarantor in using its reasonable endeavours to effect any Benchmark Amendments or Benchmark Replacement Conforming Changes in the circumstances and as otherwise set out in Condition 4(b)(ii)(H) without the consent of the Noteholders or the Couponholders.

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation, determination or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantor, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 8 and/or any undertaking given in addition to, or in substitution for, Condition 8 pursuant to the Trust Deed.

The Trustee may, without the consent of the Noteholders or Couponholders, agree with the Issuer to the substitution in place of the Issuer (or of any previous substitute under this Condition) as principal debtor in respect of the Notes and the Coupons and under the Trust Deed of (i) a Successor in Business (as defined in the Trust Deed) to the Issuer or (ii) the Guarantor or a Successor in Business to the Guarantor or (iii) any other Subsidiary of the Guarantor, in each case subject to the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced thereby (provided that in determining such material prejudice the Trustee shall not take into account any prejudice to the interests of the Noteholders as a result of such substituted company not being required pursuant to proviso (i) to Condition 8 to pay any additional amounts for or on account of any Taxes imposed by the United States of America or any political subdivision or taxing authority thereof or therein) and  certain other conditions set out in the Trust Deed being complied with.

The Trustee may, without the consent of the Noteholders or Couponholders, agree with the Guarantor to the substitution in place of the Guarantor (or of any previous substitute under this Condition) as guarantor in respect of the Notes and the Coupons and under the Trust Deed of either (i) a Successor in Business (as defined in the Trust Deed) to the Guarantor or (ii) a Holding Company of the Guarantor or (iii) a Subsidiary of the Guarantor, in each case subject to the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced thereby (provided that in determining such material prejudice the Trustee shall not take into account any prejudice to the interests of the Noteholders as a result of such substituted company not being required pursuant to proviso (i) to Condition 8 to pay any additional amounts for or on account of any Taxes imposed by the United States of America or any political subdivision or taxing authority thereof or therein) and certain other conditions  set out in the Trust Deed being complied with.

The Trust Deed contains provisions permitting each of the Issuer and the Guarantor to consolidate with or merge into any other person (including, without limitation, the Issuer consolidating with or merging into the Guarantor) or convey, transfer or lease its respective properties and assets substantially as an entirety to any person provided that (i) in the case of a consolidation or merger (except where the Issuer or, as the case may be, the Guarantor is the continuing entity but other than where the Issuer merges into the Guarantor) such person agrees to be bound by the terms of the Notes, the Coupons and the Trust Deed as principal debtor in place of the Issuer or, as the case may be, as guarantor in place of the Guarantor; (ii) in the case of a conveyance, transfer or lease, such person guarantees the obligations of the Issuer or, as the case may be, the Guarantor under the Notes, the Coupons and the Trust Deed and (iii) certain other conditions set out in the Trust Deed are complied with.

Any such modification, waiver, authorisation, determination or substitution shall be binding on the Noteholders and the Couponholders and, unless the Trustee otherwise agrees, any such modification or substitution shall be notified to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.

For the purposes of this Condition “Holding Company” means, in relation to a person, an entity of which that person is a Subsidiary.

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17.Further Issues

The Issuer shall be at liberty from time to time without the consent of the Noteholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes. The Trust Deed contains provisions for convening a single meeting of the Noteholders and the holders of notes of other Series in certain circumstances where the Trustee so decides.

18.Indemnification of the Trustee and its Contracting with the Issuer and/or the Guarantor

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified to its satisfaction.

The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (i) to enter into business transactions with the Issuer, the Guarantor and/or any of the Guarantor’s Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer, the Guarantor and/or any of the Guarantor’s Subsidiaries, (ii) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders or Couponholders, and (iii) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.

19.Third Party Rights

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Notes, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

20.Governing Law and Submission to Jurisdiction

(a)Governing Law

The Trust Deed, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with any of them, are governed by and shall be construed in accordance with, English law. The Agency Agreement is governed by and shall be construed in accordance with English law.

(b)Submission to Jurisdiction

(i)

Subject to Condition 20(b)(iii) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with the Trust Deed, the Notes, and/or the Coupons, including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed, the Notes, and/or the Coupons (a “Dispute”) and accordingly each of the Issuer and the Trustee and any Noteholders or Couponholders in relation to any Dispute submits to the exclusive jurisdiction of the English courts.

(ii)

For the purposes of this Condition 19(b), the Issuer waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.

(iii)

To the extent allowed by law, the Trustee, the Noteholders and the Couponholders may, in respect of any Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any number of jurisdictions.

(c)Appointment of Process Agent

The Issuer irrevocably appoints the Guarantor at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN as its agent for service of process in any proceedings before the English courts in relation to any Dispute and agrees that, in the event of the Guarantor being unable or unwilling for any reason so to act, it will immediately appoint another person as its agent for service of process in England in respect of any Dispute. The Issuer agrees that failure by a process agent to notify it of any process will not invalidate service. Nothing herein shall affect the right to serve process in any other manner permitted by law.

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(d)Other documents

The Issuer has in the Trust Deed and Agency Agreement submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above.

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ISSUING AND PRINCIPAL PAYING AGENT

HSBC Bank plc

8 Canada Square

London E14 5HQ

OTHER PAYING AGENTS

Credit Suisse AG

Uetlibergstrasse 231
8070 Zurich

Banque Internationale à Luxembourg,

société anonyme

69 route d'Esch

L-2953 Luxembourg

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SCHEDULE 2

FORMS OF GLOBAL AND DEFINITIVE NOTES, CERTIFICATES, COUPONS AND TALONS

PART 1

FORM OF TEMPORARY GLOBAL NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]1

[THIS NOTE IS ISSUED IN ACCORDANCE WITH AN EXEMPTION GRANTED BY THE CENTRAL BANK OF IRELAND UNDER SECTION 8(2) OF THE CENTRAL BANK ACT, 1971, INSERTED BY SECTION 31 OF THE CENTRAL BANK ACT, 1989, AS AMENDED BY SECTION 70(D) OF THE CENTRAL BANK ACT, 1997 EACH AMENDED BY THE CENTRAL BANK AND FINANCIAL SERVICES AUTHORITY OF IRELAND ACT, 2004 AND CONSTITUTES COMMERCIAL PAPER.

ANY INVESTMENT IN THIS NOTE DOES NOT HAVE THE STATUS OF A BANK DEPOSIT AND IS NOT WITHIN THE SCOPE OF THE DEPOSIT PROTECTION SCHEME OPERATED BY THE CENTRAL BANK OF IRELAND. THE ISSUER IS NOT AND WILL NOT BE REGULATED BY THE CENTRAL BANK OF IRELAND AS A RESULT OF ISSUING THIS TEMPORARY GLOBAL NOTE.

THE ISSUER’S OBLIGATIONS UNDER THIS NOTE ARE GUARANTEED BY VODAFONE GROUP PLC]2

VODAFONE INTERNATIONAL FINANCING DAC

(the Issuer)

(A designated activity company limited by shares and incorporated in Ireland)

unconditionally and irrevocably guaranteed by

VODAFONE GROUP PLC

(the Guarantor)

(Incorporated with limited liability under the laws of England and Wales)

TEMPORARY GLOBAL NOTE

This Note is a Temporary Global Note in respect of a duly authorised issue of Notes of the Issuer (the Notes) of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in the Final Terms or Pricing Supplement, as the case may be, applicable to the Notes (the Final Terms), a copy of which is annexed hereto. References herein to the Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as completed and/or (in the case of Exempt Notes) modified and/or replaced by the Final Terms but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms will prevail. Words  and expressions defined in the Conditions shall bear the same meanings when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed


1

Delete where the original maturity of the Notes is 1 year or less.

2

Delete where the original maturity of the Notes is 1 year or more. Notes with an original maturity of less than one year must be issued with a minimum denomination of €125,000 (or foreign currency equivalent).

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as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 27 July 2021 and made between the Issuer, the Guarantor and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject as hereinafter provided and subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed, upon presentation and, at maturity, surrender of this Global Note to or to the order of the Issuing and Principal Paying Agent or any of the other Paying Agents located outside the United States, its territories and possessions (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes.

If the Final Terms indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg and together with Euroclear, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.

If the Final Terms indicates that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part II, or III of Schedule One hereto or in Schedule Two hereto.

On any redemption of, or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that:

(a)

if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such redemption, payment or purchase and  cancellation (as  the  case  may  be)  shall  be  entered pro rata in the records of the relevant Clearing Systems, and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or

(b)

if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One hereto and the relevant space in Schedule One hereto recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption or purchase and cancellation, the nominal amount of this Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount of such Notes so redeemed or purchased and cancelled.

Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make entries referred to above shall not affect such discharge.

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Payments of principal and interest (if any) due prior to the Exchange Date (as defined below) will only be made to the bearer hereof to the extent that there is presented to the Issuing and Principal Paying Agent by Clearstream, Luxembourg or Euroclear a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular nominal amount of the Notes represented by this Global Note (as shown by its records) a certificate of non-US beneficial ownership in the form required by it. The bearer of this Global Note will not (unless upon due presentation of this Global Note for exchange, delivery of the appropriate number of Definitive Bearer Notes (together, if applicable, with the Coupons and Talons appertaining thereto in or substantially in the forms set out in Parts 5, 6 and 7 of Schedule 2 to the Trust Deed) or, as the case may be, issue and delivery (or, as the case may be, endorsement) of the Permanent Global Note is improperly withheld or refused and such withholding or refusal is continuing at the relevant payment date) be entitled to receive any payment hereon due on or after the Exchange Date.

If this Temporary Global Note is an Exchangeable Bearer Note then, subject to Condition 2(f), this Temporary Global Note may be exchanged in whole or from time to time in part for one or more Registered Notes in accordance with the Conditions on or after the Issue Date but before its Exchange Date referred to below by its presentation to any Transfer Agent at its specified office. On or after the Exchange Date, the outstanding nominal amount of this Temporary Global Note may be exchanged for Definitive Bearer Notes and Registered Notes in accordance with the next paragraph.

On or after the date (the Exchange Date) which is the 40th day after the Issue Date, this Global Note may be exchanged (free of charge) in whole or in part for, as specified in the Final Terms, either (a) Definitive Bearer Notes and (if applicable) Coupons and/or Talons (on the basis that all the appropriate details have been included on the face of such Definitive Bearer Notes and (if applicable) Coupons and/or Talons and the relevant information completing the Conditions appearing in the Final Terms has been endorsed on or attached to such Definitive Bearer Notes) or (b) either (if the Final Terms indicates that this Global Note is intended to be a New Global Note) interests recorded in the records of the relevant Clearing Systems in a Permanent Global Note or (if the Final Terms indicates that this Global Note is not intended to be a New Global Note) a Permanent Global Note which, in either case, is in or substantially in the form set out in Part 2 of Schedule 2 to the Trust Deed (together with the Final Terms attached thereto) or (if this Global Note is an Exchangeable Bearer Note) for Registered Notes upon notice being given by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any holder of an interest in this Global Note and subject, in the case of Definitive Bearer Notes, to such notice period as is specified in the Final Terms.

If Definitive Bearer Notes and (if applicable) Coupons and/or Talons have already been issued in exchange for all the Notes represented for the time being by the Permanent Global Note, then this Global Note may only thereafter be exchanged for Definitive Bearer Notes and (if applicable) Coupons and/or Talons pursuant to the terms hereof. This Global Note may be exchanged by the bearer hereof on any day (other than a Saturday, Sunday or bank holiday) on which banks are open for general business in London.

The Issuer shall procure that Definitive Bearer Notes or (as the case may be) the Permanent Global Note shall be issued and delivered and (in the case of the Permanent Global Note where the Final Terms indicates that this Global Note is intended to be a New Global Note) interests in the Permanent Global Note shall be recorded in the records of the relevant Clearing Systems in exchange for only that portion of this Global  Note in respect of which there shall have been presented to the Issuing and Principal Paying Agent by Euroclear or Clearstream, Luxembourg a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular nominal amount of the Notes represented by this Global Note (as shown by its records) a certificate of non-US beneficial ownership in the form required by it.

On an exchange of the whole of this Global Note, this Global Note shall be surrendered to or to the order of the Issuing and Principal Paying Agent. The Issuer shall procure that:

(a)

if the Final Terms indicates that this Global Note is intended to be a New Global Note, on an exchange of the whole or part only of this Global Note, details of such exchange shall be entered  pro rata in the records of the relevant Clearing Systems such that the nominal amount of Notes

104


represented by this Global Note shall be reduced by the nominal amount of this Global Note so exchanged; or

(b)

if the Final Terms indicates that this Global Note is not intended to be a New Global Note, on an exchange of part only of this Global Note details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount of this Global Note so exchanged. On any exchange of this Global Note for a Permanent Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two to the Permanent Global Note and the relevant space in Schedule Two thereto recording such exchange shall be signed by or on behalf of the Issuer.

Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall in all respects be entitled to the same benefits as if he were the bearer of Definitive Bearer Notes and the relative Coupons and/or Talons (if any) in the form(s) set out in Part 5, Part 6 and Part 7 (as applicable) of Schedule 2 to the Trust Deed.

The holder of this Global Note shall be treated at any meeting of the Noteholders as having one vote in respect of each Definitive Bearer Note for which this Global Note would be exchangeable.

In considering the interests of Noteholders while this Global Note is held on behalf of a clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to this Global Note and may consider such interests as if such accountholders were the holder of this Global Note.

This Global Note does not confer on a third party any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Global Note, and any non-contractual obligations arising out of or in connection with it, are governed by, and shall be construed in accordance with, English law and each of the Issuer and the Guarantor has in the Trust Deed submitted to the jurisdiction of the English courts for all purposes in connection with this Global Note.

This Global Note shall not be valid unless authenticated by HSBC Bank plc as Issuing and Principal Paying Agent and, if the Final Terms indicates that this Global Note is intended to be held in a manner which would allow Eurosystem eligibility, effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems.

IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by a person duly authorised on its behalf.

Issued as of

VODAFONE INTERNATIONAL FINANCING DAC

By:

Duly Authorised Attorney

Authenticated without recourse, warranty or liability by

HSBC Bank plc

105


as Issuing and Principal Paying Agent.

By:

Authorised Officer

1Effectuated without recourse,

warranty or liability by

as common safekeeper

By:


1

This should only be completed where the Final Terms indicates that this Global Note is intended to be held in a manner which would allow Eurosytem eligibility.

106


Schedule One*

PART I

INTEREST PAYMENTS

Date made

    

Interest Payment
Date

    

Total amount of
interest payable

    

Amount of interest
paid

    

Confirmation of
payment by or on
behalf of the Issuer

* Schedule One should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

107


PART II

REDEMPTIONS

Date made

    

Total amount of
principal payable

    

Amount of
principal paid

    

Remaining nominal
amount of this
Global Note
following such
redemption*

    

Confirmation of
redemption by or
on behalf of the
Issuer

* See most recent entry in Part II or III of Schedule Two in order to determine this amount.

108


PART III

PURCHASES AND CANCELLATIONS

Date made

    

Part of nominal amount
of this Global Note
purchased and cancelled

    

Remaining nominal
amount of this Global
Note following such
purchase and
cancellation*

    

Confirmation of
purchase and
cancellation by or on
behalf of the Issuer

* See most recent entry in Part II or III of Schedule Two in order to determine this amount.

109


Schedule Two*

EXCHANGES

FOR DEFINITIVE BEARER NOTES, REGISTERED NOTES OR PERMANENT GLOBAL NOTE

The following exchanges of a part of this Global Note for Definitive Bearer Notes or Registered Notes or a part of a Permanent Global Note have been made:

Date made

    

Nominal amount of this
Global Note exchanged
for Definitive Bearer
Notes, Registered Notes
or a part of a Permanent
Global Note (stating
which)

    

Remaining nominal
amount of this Global
Note following such
exchange*

    

Notation made by or on
behalf of the Issuer

* Schedule Two should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

* See most recent entry in Part II or III of Schedule One or in this Schedule Two in order to determine this amount.

110


ANNEX

[attach Final Terms that relate to this Global Note]

111


PART 2

FORM OF PERMANENT GLOBAL NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]1

[THIS NOTE IS ISSUED IN ACCORDANCE WITH AN EXEMPTION GRANTED BY THE CENTRAL BANK OF IRELAND UNDER SECTION 8(2) OF THE CENTRAL BANK ACT, 1971, INSERTED BY SECTION 31 OF THE CENTRAL BANK ACT, 1989, AS AMENDED BY SECTION 70(D) OF THE CENTRAL BANK ACT, 1997 EACH AMENDED BY THE CENTRAL BANK AND FINANCIAL SERVICES AUTHORITY OF IRELAND ACT, 2004 AND CONSTITUTES COMMERCIAL PAPER.

ANY INVESTMENT IN THIS NOTE DOES NOT HAVE THE STATUS OF A BANK DEPOSIT AND IS NOT WITHIN THE SCOPE OF THE DEPOSIT PROTECTION SCHEME OPERATED BY THE CENTRAL BANK OF IRELAND. THE ISSUER IS NOT AND WILL NOT BE REGULATED BY THE CENTRAL BANK OF IRELAND AS A RESULT OF ISSUING THIS PERMANENT GLOBAL NOTE.

THE ISSUER’S OBLIGATIONS UNDER THIS NOTE ARE GUARANTEED BY VODAFONE GROUP PLC]2

VODAFONE INTERNATIONAL FINANCING DAC

(the Issuer)

(A designated activity company limited by shares and incorporated in Ireland)

unconditionally and irrevocably guaranteed by

VODAFONE GROUP PLC

(the Guarantor)

(Incorporated with limited liability under the laws of England and Wales)

PERMANENT GLOBAL NOTE

This Note is a Permanent Global Note in respect of a duly authorised issue of Notes of the Issuer (the Notes) of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in the Final Terms or Pricing Supplement, as the case may be, applicable to the Notes (the Final Terms), a copy of which is annexed hereto. References herein to the Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as completed and/or (in the case of Exempt Notes) modified and/or replaced by the Final Terms but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms will prevail. Words  and expressions defined in the Conditions shall bear the same meanings when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 27 July 2021 and


1

Include where the original maturity of the Notes is more than 365 days where TEFRA D is specified in the applicable Final Terms or Pricing Supplement, as the case may be.

2

Delete where the original maturity of the Notes is 1 year or more. Notes with an original maturity of less than one year must be issued with a minimum denomination of €125,000 (or foreign currency equivalent).

112


made between the Issuer, the Guarantor and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by  this Global Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed, upon presentation and, at maturity, surrender of this Global Note at the specified office of the Issuing and Principal Paying Agent at 8 Canada Square, London EC2V 7EX, England or such other specified office as may be specified for this purpose in accordance with the Conditions or at the specified office of any of the other Paying Agents located outside the United States, its territories and possessions (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes.

If the Final Terms indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg and together with Euroclear, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.

If the Final Terms indicates that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part II or Part III of Schedule One hereto or in Schedule Two hereto.

On any redemption of, or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that:

(a)

if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or

(b)

if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One hereto and the relevant space in Schedule One hereto recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption or purchase and cancellation, the nominal amount of this Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount of such Notes so redeemed or purchased and cancelled.

Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof and any failure to make entries referred to above shall not affect such discharge.

113


If the Notes represented by this Global Note were, on issue, represented by a Temporary Global Note then on any exchange of such Temporary Global Note for this Global Note or any part hereof, the Issuer shall procure that:

(a)

if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such exchange shall be entered in the records of the relevant Clearing Systems such that the nominal amount of Notes represented by this Global Note shall be increased by the nominal amount of the Temporary Global Note so exchanged; or

(b)

if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes represented by this Global Note shall be increased by the nominal amount of the Temporary Global Note so exchanged.

This Global Note may be exchanged (free of charge) in whole, but, except as provided below, not in part, for Definitive Bearer Notes and (if applicable) Coupons and/or Talons in or substantially in the forms set out in Part 5, Part 6 and Part 7 of Schedule 2 to the Trust Deed (on the basis that all the appropriate details have been included on the face of such Definitive Bearer Notes and (if applicable) Coupons and/or Talons and the relevant information completing the Conditions appearing in the Final Terms has been endorsed on or attached to such Definitive Bearer Notes) or (if this Global Note is an Exchangeable Bearer Note) Registered Notes represented by the Certificates described in the Trust Deed:

(a)

if specified in the applicable Final Terms, upon not less than 60 days' written notice being given to the Issuing and Principal Paying Agent by Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in this Global Note); or

(b)

if specified in the applicable Final Terms, only upon the occurrence of an Exchange Event; or

(c)

if this Global Note is an Exchangeable Bearer Note then, subject to Condition 2(f), by the holder hereof giving notice to the Issuing and Principal Paying Agent of its election to exchange the whole or a part of this Global Note for Registered Notes.

An Exchange Event means (unless otherwise specified in the applicable Final Terms):

(i)

an Event of Default has occurred and is continuing;

(ii)

the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no alternative clearing system satisfactory to the Trustee is available; or

(iii)

the Issuer or the Guarantor has or will become obliged to pay additional amounts as provided for or referred to in Condition 8 which would not be required were the Bearer Notes in definitive form and a certificate to such effect from two Authorised Signatories of the Issuer or, as the case may be, the Guarantor has been given to the Trustee.

Upon the occurrence of an Exchange Event:

(A)

the Issuer will promptly give notice to Noteholders in accordance with Condition 14 of the occurrence of such Exchange Event; and

114


(B)

Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in this Global Note) or the Trustee may give notice to the Issuing and Principal Paying Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Issuing and Principal Paying Agent requesting exchange.

This Global Note is exchangeable in part only if this Global Note is an Exchangeable Bearer Note and the part thereof submitted for exchange is to be exchanged for Registered Notes.

Any such exchange shall occur on a date specified in the notice not later than 60 days (or, in the case of an exchange for Registered Notes, 5 days) after the date of receipt of the first relevant notice by the Issuing and Principal Paying Agent.

The first notice requesting exchange in accordance with the above provisions shall give rise to the issue of Definitive Bearer Notes for the total nominal amount of Notes represented by this Global Note.

Any such exchange as aforesaid will be made upon presentation of this Global Note by the bearer hereof on any day (other than a Saturday, Sunday or bank holiday) on which banks are open for business in London at the office of the Issuing and Principal Paying Agent specified above.

The aggregate nominal amount of Definitive Bearer Notes or Registered Notes issued upon an exchange of this Global Note will be equal to the aggregate nominal amount of this Global Note submitted for exchange. Upon exchange in full of this Global Note, the Issuing and Principal Paying Agent shall cancel it or procure that it is cancelled.

Certificates issued upon exchange for Registered Notes shall not be Global Certificates unless the holder so requests and certifies to the Issuing and Principal Paying Agent that it is, or is acting as, a nominee for Clearstream, Luxembourg or Euroclear.

Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall in all respects be entitled to the same benefits as if he were the bearer of Definitive Bearer Notes and the relative Coupons and/or Talons (if any) in the form(s) set out in Part 5, Part 6 and Part 7 (as applicable) of Schedule 2 to the Trust Deed.

The holder of this Global Note shall be treated at any meeting of the Noteholders as having one vote in respect of each Definitive Bearer Note for which this Global Note would be exchangeable.

In considering the interests of Noteholders while this Global Note is held on behalf of a clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to this Global Note and may consider such interests as if such accountholders were the holder of this Global Note.

This Global Note does not confer on a third party any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Global Note, and any non-contractual obligations arising out of or in connection with it, are governed by, and shall be construed in accordance with, English law and each of the Issuer and the Guarantor has in the Trust Deed submitted to the jurisdiction of the English courts for all purposes in connection with this Global Note.

This Global Note shall not be valid unless authenticated by HSBC Bank plc as Issuing and Principal Paying Agent and, if the Final Terms indicates that this Global Note is intended to be held in a manner which would allow Eurosystem eligibility, effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems.

115


IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by a person duly authorised on its behalf.

Issued as of

VODAFONE INTERNATIONAL FINANCING DAC

By:

Duly Authorised Attorney

Authenticated without recourse, warranty or liability by

HSBC Bank plc

as Issuing and Principal Paying Agent.

By:

Authorised Officer

1Effectuated without recourse,

warranty or liability by

as common safekeeper

By:


1

This should only be completed where the Final Terms indicates that this Global Note is intended to be held in a manner which would allow Eurosytem eligibility.

116


Schedule One*

PART I

INTEREST PAYMENTS

Date made

    

Interest Payment
Date

    

Total amount of
interest payable

    

Amount of interest
paid

    

Confirmation of
payment by or on
behalf of the Issuer

* Schedule One should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

117


PART II

REDEMPTIONS

Date made

    

Total amount of
principal payable

    

Amount of
principal paid

    

Remaining nominal
amount of this
Global Note
following such
redemption*

    

Confirmation of
redemption by or
on behalf of the
Issuer

* See most recent entry in Part II or III of Schedule Two in order to determine this amount.

118


PART III

PURCHASES AND CANCELLATIONS

Date made

    

Part of nominal amount
of this Global Note
purchased and cancelled

    

Remaining nominal
amount of this Global
Note following such
purchase and
cancellation*

    

Confirmation of
purchase and
cancellation by or on
behalf of the Issuer

* See most recent entry in Part II or III of Schedule Two in order to determine this amount.

119


Schedule Two*

EXCHANGES

The following exchanges of a part of the Temporary Global Note for a part of this Global Note or a part of this Global Note for Registered Notes have been made:

Date made

    

Nominal amount of
Temporary Global Note
exchanged for this
Global Note or of this
Global Note exchanged
for Registered Notes

    

Increased/decreased
nominal amount of this
Global Note following
such exchange*

    

Notation made by or on
behalf of the Issuer

* See most recent entry in Part II or III of Schedule One or in this Schedule Two in order to determine this amount.

* Schedule Two should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

120


ANNEX

[attach the Final Terms that relate to this Global Note]

121


PART 3

FORM OF REGULATION S GLOBAL CERTIFICATE

THE NOTES REPRESENTED BY THIS REGULATION S GLOBAL CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

[THE NOTES REPRESENTED BY THIS REGULATION S GLOBAL CERTIFICATE ARE ISSUED IN ACCORDANCE WITH AN EXEMPTION GRANTED BY THE CENTRAL BANK OF IRELAND UNDER SECTION 8(2) OF THE CENTRAL BANK ACT, 1971, INSERTED BY SECTION 31 OF THE CENTRAL BANK ACT, 1989, AS AMENDED BY SECTION 70(D) OF THE CENTRAL BANK ACT, 1997 EACH AMENDED BY THE CENTRAL BANK AND FINANCIAL SERVICES AUTHORITY OF IRELAND ACT, 2004 AND CONSTITUTE COMMERCIAL PAPER.

ANY INVESTMENT IN THE NOTES DOES NOT HAVE THE STATUS OF A BANK DEPOSIT AND IS NOT WITHIN THE SCOPE OF THE DEPOSIT PROTECTION SCHEME OPERATED BY THE CENTRAL BANK OF IRELAND. THE ISSUER IS NOT AND WILL NOT BE REGULATED BY THE CENTRAL BANK OF IRELAND AS A RESULT OF ISSUING THE NOTES.

THE ISSUER’S OBLIGATIONS UNDER THE NOTES ARE GUARANTEED BY VODAFONE GROUP PLC]1

VODAFONE INTERNATIONAL FINANCING DAC

(the Issuer)

(A designated activity company limited by shares and incorporated in Ireland)

unconditionally and irrevocably guaranteed by

VODAFONE GROUP PLC

(the Guarantor)

(Incorporated with limited liability under the laws of England and Wales)

REGULATION S GLOBAL CERTIFICATE

This Regulation S Global Certificate is issued in respect of a duly authorised issue of Notes of the Issuer (the Notes) of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in the Final Terms or Pricing Supplement, as the case may be, applicable to the Notes (the Final Terms), a copy of which is annexed hereto. This Regulation S Global Certificate certifies that the person whose name is entered in the Register is the registered holder (the Registered Holder) of such nominal amount of the Notes specified in the Final Terms at the date hereof.


1

Delete where the original maturity of the Notes is 1 year or more. Notes with an original maturity of less than one year must be issued with a minimum denomination of €125,000 (or foreign currency equivalent).

122


Interpretation and Definitions

References in this Regulation S Global Certificate to the Conditions are to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as completed and/or (in the case of Exempt Notes) modified and/or replaced by the Final Terms but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms; the Final Terms will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Regulation S Global Certificate. This Regulation S Global Certificate is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 27 July 2021 and made between the Issuer, the Guarantor and The Law Debenture Trust Corporation p.l.c as Trustee for the holders of the Notes.

Promise to Pay

The Issuer, subject as hereinafter provided and subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the holder of the Notes represented by this Regulation S Global Certificate on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Regulation S Global Certificate may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Regulation S Global Certificate calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed.

For the purposes of this Regulation S Global Certificate, (a) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Regulation S Global Certificate, (b) this Regulation S Global Certificate is evidence of entitlement only, (c) title to the Notes represented by this Regulation S Global Certificate passes only on due registration on the Register, (d) only the holder of the Notes, as on the immediately preceding Clearing System Business Day, represented by this Regulation S Global Certificate is entitled to payments in respect of the Notes represented by this Regulation S Global Certificate, and (e) the nominal amount of Notes represented by this Regulation S Global Certificate from time to time shall be that amount shown in the Register as being registered in the name of the Registered Holder hereof at such time.

For the purposes hereof "Clearing System Business Day" means any day other than (i) Saturdays or Sundays and (ii) 1 January and 25 December.

Transfer of Notes represented by Regulation S Global Certificates

If the Final Terms state that the Notes are to be represented by a Regulation S Global Certificate on issue, transfers of the holding of Notes represented by this Regulation S Global Certificate pursuant to Condition 2(b) may only be made in part:

(a)

if the Notes represented by this Regulation S Global Certificate are held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an Alternative Clearing System) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Trustee is available; or

(b)

an Event of Default has occurred and is continuing; or

(c)

with the consent of the Issuer,

provided that, in the case of the first transfer of part of a holding pursuant to (a) or (b) above, the holder of the Notes represented by this Regulation S Global Certificate has given the Registrar not less than 30 days'

123


notice at its specified office of such holder's intention to effect such transfer. Where the holding of Notes represented by this Regulation S Global Certificate is only transferable in its entirety, the Certificate issued  to the transferee upon transfer of such holding shall be a Regulation S Global Certificate. Where transfers  are permitted in part, Certificates issued to transferees shall not be Regulation S Global Certificates unless the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee for, Clearstream, Luxembourg, Euroclear and/or an Alternative Clearing System.

Interests in a Regulation S Global Certificate will be exchangeable, free of charge to the holder, for definitive Regulation S Certificates only upon the occurrence of an Exchange Event. An Exchange Event means (unless otherwise specified in the applicable Final Terms) that:

(i)

an Event of Default has occurred and is continuing; or

(ii)

the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and, in any such case, no successor clearing system is available; or

(iii)

the Issuer or the Guarantor has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by definitive Regulation S Certificates and a certificate to such effect from two Authorised Signatories of the Issuer or, as the case may be, the Guarantor has been given to the Trustee.

Upon the occurrence of an Exchange Event:

(A)

the Issuer will promptly give notice to Noteholders in accordance with Condition 14; and

(B)

Euroclear and Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Regulation S Global Certificate) may give notice to the Registrar requesting exchange and, in the event of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Registrar requesting exchange.

Any such exchange shall occur not later than 10 days after the date of receipt of the first relevant notice by the Registrar.

Meetings

At any meeting of Noteholders, the holder of the Notes represented by this Regulation S Global Certificate shall be treated as having one vote in respect of each nominal amount of Notes equal to the minimum Specified Denomination of the Notes.

This Regulation S Global Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar and, if the applicable Final Terms indicates that this Regulation S Global Certificate is intended to be held under the New Safekeeping Structure, effectuated by the entity appointed as common safekeeper by Euroclear or Clearstream, Luxembourg.

This Regulation S Global Certificate, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law and each of the Issuer and the Guarantor has in the Trust Deed submitted to the jurisdiction of the English courts for all purposes in connection with this Regulation S Global Certificate.

IN WITNESS whereof the Issuer has caused this Regulation S Global Certificate to be signed manually or  in facsimile by a person duly authorised on its behalf.

124


Dated as of the Issue Date.

VODAFONE INTERNATIONAL FINANCING DAC

By:

Duly Authorised Attorney

Authenticated without recourse, warranty or liability

by [] as Registrar

By:

Authorised Officer

1Effectuated without recourse,

warranty or liability by

as common safekeeper

By:


1

This should only be completed where the Final Terms indicates that this Regulation S Global Certificate is intended to be held under the NSS.

125


Form of Transfer

For value received the undersigned transfers to

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[] nominal amount of the Notes represented by this Regulation S Global Certificate, and all rights under them.

Dated

Signed

Certifying Signature

Notes:

(a)

The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Regulation S Global Certificate or (if such signature corresponds with the name as it appears on the face of this Regulation S Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.

(b)

A representative of the Noteholder should state the capacity in which he signs e.g. executor.

126


ANNEX

[attach Final Terms that relate to this Global Certificate]

127


PART 4

FORM OF DTC RESTRICTED GLOBAL CERTIFICATE

THE NOTES REPRESENTED BY THIS DTC RESTRICTED GLOBAL CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (RULE 144A) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A QIB) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (REGULATION S) TO A NON-US PERSON (AS DEFINED IN THE REGULATIONS) OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) , IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE NOTES REPRESENTED BY THIS DTC RESTRICTED CERTIFICATE.

[THE NOTES REPRESENTED BY THIS DTC RESTRICTED GLOBAL CERTIFICATE ARE ISSUED IN ACCORDANCE WITH AN EXEMPTION GRANTED BY THE CENTRAL BANK OF IRELAND UNDER SECTION 8(2) OF THE CENTRAL BANK ACT, 1971, INSERTED BY SECTION 31 OF THE CENTRAL BANK ACT, 1989, AS AMENDED BY SECTION 70(D) OF THE CENTRAL BANK ACT, 1997 EACH AMENDED BY THE CENTRAL BANK AND FINANCIAL SERVICES AUTHORITY OF IRELAND ACT, 2004 AND CONSTITUTE COMMERCIAL PAPER.

ANY INVESTMENT IN THE NOTES DOES NOT HAVE THE STATUS OF A BANK DEPOSIT AND IS NOT WITHIN THE SCOPE OF THE DEPOSIT PROTECTION SCHEME OPERATED BY THE CENTRAL BANK OF IRELAND. THE ISSUER IS NOT AND WILL NOT BE REGULATED BY THE CENTRAL BANK OF IRELAND AS A RESULT OF ISSUING THE NOTES.

THE ISSUER’S OBLIGATIONS UNDER THE NOTES ARE GUARANTEED BY VODAFONE GROUP PLC]1

Unless this DTC Restricted Global Certificate is presented by an authorised representative of The Depository Trust Company, a corporation incorporated under the laws of the State of New York (DTC), to the Issuer or its agent for registration of transfer, exchange or payment, and any definitive Note issued is registered in the name of Cede & Co. or such other name as is requested by an authorised representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorised representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede & Co., has an interest herein.

VODAFONE INTERNATIONAL FINANCING DAC

(the Issuer)

(A designated activity company limited by shares and incorporated in Ireland)


1

Delete where the original maturity of the Notes is 1 year or more. Notes with an original maturity of less than one year must be issued with a minimum denomination of €125,000 (or foreign currency equivalent).

128


unconditionally and irrevocably guaranteed by

VODAFONE GROUP PLC

(the Guarantor)

(Incorporated with limited liability under the laws of England and Wales)

DTC RESTRICTED GLOBAL CERTIFICATE

Registered Holder:

Address of Registered Holder:

Nominal amount of Notes

represented by this DTC Restricted Global Certificate:

This DTC Restricted Global Certificate is issued in respect of a duly authorised issue of Notes of the Issuer (the Notes) of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in the Final Terms or Pricing Supplement, as the case may be, applicable to the Notes (the Final Terms), a copy of which is annexed hereto. This DTC Restricted Global Certificate certifies that the Registered Holder (as defined above) is registered as the holder of such nominal amount of the Notes at the date hereof.

Interpretation and Definitions

References in this DTC Restricted Global Certificate to the Conditions are to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as completed and/or (in the case of Exempt Notes) modified and/or replaced by the Final Terms but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms will prevail. Words  and expressions defined in the Conditions shall bear the same meanings when used in this DTC Restricted Global Certificate. This DTC Restricted Global Certificate is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 27 July 2021 and made between the Issuer, the Guarantor and The Law Debenture Trust Corporation p.l.c as Trustee for the holders of the Notes.

Promise to Pay

The Issuer, subject as hereinafter provided and subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the holder of the Notes represented by this DTC Restricted Global Certificate on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this DTC Restricted Global Certificate may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this DTC Restricted Global Certificate calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed.

For the purposes of this DTC Restricted Global Certificate, (a) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this DTC Restricted Global Certificate, (b) this DTC Restricted Global Certificate is evidence of entitlement only, (c) title to the Notes represented by this DTC Restricted Global Certificate passes only on due registration on the Register, (d) only the holder of the Notes as on the immediately preceding Clearing System Business Day, represented by this DTC Restricted Global Certificate is entitled to payments in respect of the Notes represented by this DTC Restricted Global Certificate, and (e) the nominal amount of Notes represented by this DTC Restricted

129


Global Certificate from time to time shall be that amount shown in the Register as being registered in the name of the Registered Holder hereof at such time.

For the purposes hereof "Clearing System Business Day" means any day other than (i) Saturdays or Sundays and (ii) 1 January and 25 December.

Transfer of Notes represented by DTC Restricted Global Certificates

If the Final Terms state that the Notes are to be represented by a DTC Restricted Global Certificate on issue, transfers of the holding of Notes represented by this DTC Restricted Global Certificate pursuant to Condition 2(b) may only be made in part:

(a)

if the Notes represented by this DTC Restricted Global Certificate are held on behalf of DTC or any other clearing system (an Alternative Clearing System) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Trustee is available; or

(b)

an Event of Default has occurred and is continuing; or

(c)

with the consent of the Issuer,

provided that, in the case of the first transfer of part of a holding pursuant to (a) or (b) above, the holder of the Notes represented by this DTC Restricted Global Certificate has given the Registrar not less than 30 days' notice at its specified office of such holder's intention to effect such transfer. Where the holding of Notes represented by this DTC Restricted Global Certificate is only transferable in its entirety, the Certificate issued to the transferee upon transfer of such holding shall be a DTC Restricted Global Certificate. Where transfers are permitted in part, Certificates issued to transferees shall not be DTC Restricted Global Certificates unless the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee for, DTC and/or an Alternative Clearing System.

Interests in a DTC Restricted Global Certificate will be exchangeable, free of charge to the holder, for definitive DTC Restricted Certificates only upon the occurrence of an Exchange Event. An Exchange Event means (unless otherwise specified in the applicable Final Terms) that:

(i)

an Event of Default has occurred and is continuing; or

(ii)

either DTC has notified the Issuer that it is unwilling or unable to continue to act as depositary for the Notes and no alternative clearing system is available or DTC has ceased to constitute a clearing agency registered under the Exchange Act; or

(iii)

the Issuer or the Guarantor has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by definitive DTC Restricted Certificates and a certificate to such effect from two Authorised Signatories of the Issuer or, as the case may be, the Guarantor has been given to the Trustee.

Upon the occurrence of an Exchange Event:

(A)

the Issuer will promptly give notice to Noteholders in accordance with Condition 14; and

(B)

DTC (acting on the instructions of any holder of an interest in such DTC Restricted Global Certificate) may give notice to the Registrar requesting exchange and, in the event of an Exchange

130


Event as described in (iii) above, the Issuer may also give notice to the Registrar requesting exchange.

Any such exchange shall occur not later than 10 days after the date of receipt of the first relevant notice by the Registrar.

Covenants

The statements set forth in the legend above are an integral part of the Notes in respect of which this DTC Restricted Global Certificate representing DTC Restricted Registered Notes is issued and by acceptance hereof each holder of such Notes agrees to be subject to and bound by the terms and provisions set forth in such legend.

Meetings

At any meeting of Noteholders, the holder of the Notes represented by this DTC Restricted Global  Certificate shall be treated as having one vote in respect of each nominal amount of Notes equal to the minimum Specified Denomination of the Notes.

This DTC Restricted Global Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar.

This DTC Restricted Global Certificate, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law and each of the Issuer and the Guarantor has in the Trust Deed submitted to the jurisdiction of the English courts for all purposes in connection with this DTC Restricted Global Certificate.

131


IN WITNESS whereof the Issuer has caused this DTC Restricted Global Certificate to be signed manually or in facsimile by a person duly authorised on its behalf.

Dated as of the Issue Date.

VODAFONE INTERNATIONAL FINANCING DAC

By:

Duly Authorised Attorney

Authenticated without recourse, warranty or liability

by [] as Registrar

By:

Authorised Officer

132


Form of Transfer

For value received the undersigned transfers to

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[] nominal amount of the Notes represented by this Regulation S Global Certificate, and all rights under them.

Dated

Signed

Certifying Signature

Notes:

(a)

The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this DTC Restricted Global Certificate or (if such signature corresponds with the name as it appears on the face of this DTC Restricted Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.

(b)

A representative of the Noteholder should state the capacity in which he signs e.g. executor.

133


ANNEX

[attach Final Terms that relate to this Global Certificate]

134


PART 5

FORM OF DEFINITIVE NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED.]1

[THIS NOTE IS ISSUED IN ACCORDANCE WITH AN EXEMPTION GRANTED BY THE CENTRAL BANK OF IRELAND UNDER SECTION 8(2) OF THE CENTRAL BANK ACT, 1971, INSERTED BY SECTION 31 OF THE CENTRAL BANK ACT, 1989, AS AMENDED BY SECTION 70(D) OF THE CENTRAL BANK ACT, 1997 EACH AMENDED BY THE CENTRAL BANK AND FINANCIAL SERVICES AUTHORITY OF IRELAND ACT, 2004 AND CONSTITUTES COMMERCIAL PAPER.

ANY INVESTMENT IN THE NOTE DOES NOT HAVE THE STATUS OF A BANK DEPOSIT AND IS NOT WITHIN THE SCOPE OF THE DEPOSIT PROTECTION SCHEME OPERATED BY THE CENTRAL BANK OF IRELAND. THE ISSUER IS NOT AND WILL NOT BE REGULATED BY THE CENTRAL BANK OF IRELAND AS A RESULT OF ISSUING THE NOTE.

THE ISSUER’S OBLIGATIONS UNDER THE NOTE ARE GUARANTEED BY VODAFONE GROUP PLC]2

VODAFONE INTERNATIONAL FINANCING DAC

(the Issuer)

(A designated activity company limited by shares and incorporated in Ireland)

unconditionally and irrevocably guaranteed by

VODAFONE GROUP PLC

(the Guarantor)

(Incorporated with limited liability under the laws of England and Wales)

[Specified Currency and Nominal Amount of Tranche] NOTES DUE

[Year of Maturity]

This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] each of the Issuer (Notes). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as completed by and/or (in the case of the Exempt Notes)  modified and/or replaced the relevant information (appearing in the Final Terms or Pricing Supplement, as the case may be, (the Final Terms)) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Final Terms, such information will prevail. Words and


1

Include where the original maturity of the Notes is more than 365 days where TEFRA D is specified in the applicable Final Terms or Pricing Supplement, as the case may be.

2

Delete where the original maturity of the Notes is 1 year or more. Notes with an original maturity of less than one year must be issued with a minimum denomination of €125,000 (or foreign currency equivalent).

135


expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 27 July 2021 and made between the Issuer, the Guarantor and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on the Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable on redemption of this Note and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed.

This Note shall not be valid unless authenticated by HSBC Bank plc as Issuing and Principal Paying Agent.

136


IN WITNESS whereof this Note has been executed on behalf of the Issuer.

Issued as of

VODAFONE INTERNATIONAL FINANCING DAC

By:

Duly Authorised Attorney

Authenticated without recourse, warranty or liability by

HSBC Bank plc

as Issuing and Principal Paying Agent.

By:

Authorised Officer

137


[Conditions]

[Conditions to be as set out in Schedule 1 to this Trust Deed or such other form as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s), but shall not be endorsed if not required by the relevant Stock Exchange]

138


Final Terms

[Here to be set out the text of the relevant information completing the Conditions which appears in the Final Terms relating to the Notes]

139


PART 6

FORM OF COUPON

On the front:

VODAFONE INTERNATIONAL FINANCING DAC

[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]

Series No. [     ]

[Coupon appertaining to a Note in the denomination of [Specified Currency and Specified Denomination]].1

Part A

[For Fixed Rate Notes:

This Coupon is payable to bearer, separately

Coupon for

negotiable and subject to the Terms and

[      ]

Conditions of the said Notes.

due on [      ], [      ]]

Part B

[For Floating Rate Notes, CMS Linked Notes, Inflation Linked Interest Notes or Sustainability-Linked Notes:

Coupon for the amount due in accordance with the Terms and Conditions endorsed on, attached to or incorporated by reference into the said Notes on [the Interest Payment Date falling in [] []/[ ]].

This Coupon is payable to bearer, separately negotiable and subject to such Terms and Conditions, under which it may become void before its due date.]

[ANY UNITED STATES PERSON (WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED.]2


1

Delete where the Notes are all of the same denomination.

2

Include where the original maturity of the Notes is more than 365 days where TEFRA D is specified in the applicable Final Terms or Pricing Supplement, as the case may be.

140


PART 7

FORM OF TALON

On the front:

VODAFONE INTERNATIONAL FINANCING DAC

[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]

Series No. [      ]

[Talon appertaining to a Note in the denomination of [Specified Currency and Specified Denomination]].14

On and after [     ] further Coupons [and a further Talon]15 appertaining to the Note to which this Talon appertains will be issued at the specified office of any of the Paying Agents set out on the reverse hereof (and/or any other or further Paying Agents and/or specified offices as may from time to time be duly appointed and notified to the Noteholders) upon production and surrender of this Talon.

This Talon may, in certain circumstances, become void under the Terms and Conditions endorsed on the Note to which this Talon appertains.

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED.]16


14

Delete where the Notes are all of the same denomination.

15

Not required on last Coupon sheet.

16

Include where the original maturity of the Notes is more than 365 days where TEFRA D is specified in the applicable Final Terms or Pricing Supplement, as the case may be.


On the back of Coupons and Talons:

ISSUING AND PRINCIPAL PAYING AGENT

HSBC Bank plc

8 Canada Square

London E14 5HQ

OTHER PAYING AGENTS

[]                                                                             []


PART 8

FORM OF REGULATION S CERTIFICATE

On the front:

THE NOTES REPRESENTED BY THIS REGULATION S GLOBAL CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

[THE NOTES REPRESENTED BY THIS REGULATION S GLOBAL CERTIFICATE ARE ISSUED IN ACCORDANCE WITH AN EXEMPTION GRANTED BY THE CENTRAL BANK OF IRELAND UNDER SECTION 8(2) OF THE CENTRAL BANK ACT, 1971, INSERTED BY SECTION 31 OF THE CENTRAL BANK ACT, 1989, AS AMENDED BY SECTION 70(D) OF THE CENTRAL BANK ACT, 1997 EACH AMENDED BY THE CENTRAL BANK AND FINANCIAL SERVICES AUTHORITY OF IRELAND ACT, 2004 AND CONSTITUTE COMMERCIAL PAPER.

ANY INVESTMENT IN THE NOTES DOES NOT HAVE THE STATUS OF A BANK DEPOSIT AND IS NOT WITHIN THE SCOPE OF THE DEPOSIT PROTECTION SCHEME OPERATED BY THE CENTRAL BANK OF IRELAND. THE ISSUER IS NOT AND WILL NOT BE REGULATED BY THE CENTRAL BANK OF IRELAND AS A RESULT OF ISSUING THE NOTES.

VODAFONE INTERNATIONAL FINANCING DAC OBLIGATIONS UNDER THE NOTES ARE GUARANTEED BY VODAFONE GROUP PLC]17

VODAFONE INTERNATIONAL FINANCING DAC

(the Issuer)

(A designated activity company limited by shares and incorporated in Ireland)

unconditionally and irrevocably guaranteed by

VODAFONE GROUP PLC

(the Guarantor)

(Incorporated with limited liability under the laws of England and Wales)

[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]

This Regulation S Certificate certifies that                       (the Registered Holder) is, as at the date hereof, registered as the holder of [nominal amount] of the Notes referred to above (the Notes) of the Issuer. References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as completed and/or (in the case of Exempt Notes) modified and/or replaced by the relevant information (appearing in the Final Terms or Pricing Supplement, as the case may be, (the Final


17

Delete where the original maturity of the Notes is 1 year or more. Notes with an original maturity of less than one year must be issued with a minimum denomination of €125,000 (or foreign currency equivalent).


Terms)) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Final Terms, such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Certificate. This Certificate is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 27 July 2021 and made between the Issuer, the Guarantor and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the Registered Holder hereof on the Maturity Date or on such earlier date as the Notes represented by this Certificate may become due and repayable in accordance with the Conditions and the Trust Deed, the  amount payable on redemption of such Notes and to pay interest (if any) on the nominal amount of such Notes calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed.

For the purposes of this Regulation S Certificate, (a) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Note(s) represented by this Regulation S Certificate,

(b) this Regulation S Certificate is evidence of entitlement only, (c) title to the Note(s) represented by this Regulation S Certificate passes only on due registration on the Register, and (d) only the holder of the Note(s) represented by this Regulation S Certificate is entitled to payments in respect of the Note(s) represented by this Regulation S Certificate.

This Regulation S Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar.

This Regulation S Certificate, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law and each of the Issuer and the Guarantor has in the Trust Deed submitted to the jurisdiction of the English courts for all purposes in connection with this Regulation S Certificate.

IN WITNESS whereof this Regulation S Certificate has been executed on behalf of the Issuer.

Dated as of the Issue Date.

VODAFONE INTERNATIONAL FINANCING DAC

By:

Duly Authorised Attorney

Authenticated without recourse, warranty or liability by [] as Registrar.

By:

Authorised Officer


On the back:

Terms and Conditions of the Notes

[Conditions to be as set out in Schedule 1 to this Trust Deed or such other form as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Registrar, the Trustee and the relevant Dealer(s), but shall not be endorsed if not required by the relevant Stock Exchange.]


Final Terms

[Here to be set out the text of the relevant information completing the Conditions which appears in the Final Terms relating to the Notes.]


Form of Transfer

For value received the undersigned transfers to

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[] nominal amount of the Notes represented by this Regulation S Certificate, and all rights under them. Dated

Dated

Certifying Signature

Signed

Notes:

(a)

The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Regulation S Certificate or (if such signature corresponds with the name as it appears on the face of this Regulation S Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.

(b)

A representative of the Noteholder should state the capacity in which he signs.

Unless the context otherwise requires capitalised terms used in this Form of Transfer have the same meaning as in the Trust Deed.

[TO BE COMPLETED BY TRANSFEREE:

[INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS, ETC.]]

ISSUING AND PRINCIPAL PAYING AGENT

HSBC Bank plc

8 Canada Square

London E14 5HQ

PAYING AGENT, REGISTRAR AND TRANSFER AGENT

[]


PART 9

FORM OF DTC RESTRICTED CERTIFICATE

On the front:

THE NOTES REPRESENTED BY THIS DEFINITIVE REGISTERED NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (RULE 144A) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A QIB) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (REGULATION S) TO A NON-U.S. PERSION (AS SUCH TERM IS DEFINED UNDER REGULATION

S) OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE NOTES REPRESENTED BY THIS DEFINITIVE REGISTERED NOTE.

[THE NOTES REPRESENTED BY THIS DTC RESTRICTED CERTIFICATE ARE ISSUED IN ACCORDANCE WITH AN EXEMPTION GRANTED BY THE CENTRAL BANK OF IRELAND UNDER SECTION 8(2) OF THE CENTRAL BANK ACT, 1971, INSERTED BY SECTION 31 OF THE CENTRAL BANK ACT, 1989, AS AMENDED BY SECTION 70(D) OF THE CENTRAL BANK ACT, 1997 EACH AMENDED BY THE CENTRAL BANK AND FINANCIAL SERVICES AUTHORITY OF IRELAND ACT, 2004 AND CONSTITUTE COMMERCIAL PAPER.

ANY INVESTMENT IN THE NOTES DOES NOT HAVE THE STATUS OF A BANK DEPOSIT AND IS NOT WITHIN THE SCOPE OF THE DEPOSIT PROTECTION SCHEME OPERATED BY THE CENTRAL BANK OF IRELAND. THE ISSUER IS NOT AND WILL NOT BE REGULATED BY THE CENTRAL BANK OF IRELAND AS A RESULT OF ISSUING THE NOTES.

VODAFONE INTERNATIONAL FINANCING DAC OBLIGATIONS UNDER THE NOTES ARE GUARANTEED BY VODAFONE GROUP PLC]18

[FOR PURPOSES OF SECTIONS 1271 ET. SEQ. OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE HAS ORIGINAL ISSUE DISCOUNT OF [currency][amount] PER EACH [currency][amount] OF PRINCIPAL AMOUNT OF THIS NOTE; THE ISSUE PRICE OF THIS NOTE IS [currency][amount]; THE ISSUE DATE IS [date]; AND THE YIELD TO MATURITY (COMPOUNDED [semi-annually]) IS [yield].]*

VODAFONE INTERNATIONAL FINANCING DAC

(the Issuer)

(A designated activity company limited by shares and incorporated in Ireland)

unconditionally and irrevocably guaranteed by


18

Delete where the original maturity of the Notes is 1 year or more. Notes with an original maturity of less than one year must be issued with a minimum denomination of €125,000 (or foreign currency equivalent).

*

Legend to be borne by any Definitive Certificate issued with "original issue discount" for U.S federal income tax purposes.


VODAFONE GROUP PLC

(the Guarantor)

(Incorporated with limited liability under the laws of England and Wales)

[Specified Currency and Nominal Amount of Tranche] NOTES DUE

[Year of Maturity]

This DTC Restricted Certificate certifies that                (the Registered Holder) is, as at the date hereof, registered as the holder of [nominal amount] of the Notes referred to above (the Notes) of the Issuer. References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as completed and/or (in the case of Exempt Notes) modified and/or replaced by the relevant information (appearing in the Final Terms or Pricing Supplement, as the case may be, (the Final Terms)) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Final Terms, such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this DTC Restricted Certificate. This DTC Restricted Certificate is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 27 July 2021 and made between the Issuer, the Guarantor and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the Registered Holder hereof on the Maturity Date or on such earlier date as the Notes represented by this DTC Restricted Certificate may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable on redemption of such Notes and to pay interest (if any) on the nominal amount of such Notes calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed.

The statements set forth in the legend above are an integral part of the Notes in respect of which this DTC Restricted Certificate is issued and by acceptance hereof each holder of such Notes agrees to be subject to and bound by the terms and provisions set forth in such legend.

For so long as the Notes are outstanding, the Issuer will, during the period in which the Issuer is neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to the holder hereof, or to any prospective purchaser hereof designated by such holder, upon request, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act of 1933, as amended.

For the purposes of this DTC Restricted Certificate, (a) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Note(s) represented by this DTC Restricted Certificate, (b) this DTC Restricted Certificate is evidence of entitlement only, (c) title to the Note(s) represented by this DTC Restricted Certificate passes only on due registration on the Register, and (d) only the holder of the Note(s) represented by this DTC Restricted Certificate is entitled to payments in respect of the Note(s) represented by this DTC Restricted Certificate.

This DTC Restricted Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar.

This DTC Restricted Certificate, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law and each of the Issuer and the Guarantor has in the Trust Deed submitted to the jurisdiction of the English courts for all purposes in connection with this DTC Restricted Certificate.

IN WITNESS whereof this DTC Restricted Certificate has been executed on behalf of the Issuer.


Dated as of the Issue Date.

VODAFONE INTERNATIONAL FINANCING DAC

By:

Duly Authorised Attorney

Authenticated without recourse, warranty or liability by [] as Registrar.

By:

Authorised Officer


On the back:

Terms and Conditions of the Notes

[Conditions to be as set out in Schedule 1 to this Trust Deed or such other form as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Registrar, the Trustee and the relevant Dealer(s), but shall not be endorsed if not required by the relevant Stock Exchange.]


Final Terms

[Here to be set out the text of the relevant information completing the Conditions which appears in the Final Terms relating to the Notes.]


Form of Transfer

For value received the undersigned transfers to

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[] nominal amount of the Notes represented by this Regulation S Certificate, and all rights under them. Dated

Dated

Certifying Signature

Signed

Notes:

(a)

The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this DTC Restricted Certificate or (if such signature corresponds with the name as it appears on the face of this DTC Restricted Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.

(b)

A representative of the Noteholder should state the capacity in which he signs.

Unless the context otherwise requires capitalised terms used in this Form of Transfer have the same meaning as in the Trust Deed.

[TO BE COMPLETED BY TRANSFEREE:

[INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS, ETC.]]

ISSUING AND PRINCIPAL PAYING AGENT

HSBC Bank plc

8 Canada Square

London E14 5HQ

PAYING AGENT, REGISTRAR AND TRANSFER AGENT

[]


SCHEDULE 3

PROVISIONS FOR MEETINGS OF NOTEHOLDERS

1.(a)As used in this Schedule the following expressions shall have the following meanings unless the context otherwise requires:

(i)

voting certificate shall mean an English language certificate issued by a Paying Agent and dated in which it is stated:

(A)

that on the date thereof Bearer Notes (whether in definitive form or represented by a Global Note and not being Bearer Notes in respect of which a block voting instruction has been issued and is outstanding in respect of the meeting specified in such voting certificate or any adjourned such meeting) were deposited with such Paying Agent or (to the satisfaction of such Paying Agent) were held to its order or under its control or blocked in an account with a clearing system and that no such Bearer Notes will cease to be so deposited or held or blocked until the first to occur of:

I.

the conclusion of the meeting specified in such certificate or, if later, of any adjourned such meeting; and

II.

the surrender of the certificate to the Paying Agent who issued the same; and

(B)

that the bearer thereof is entitled to attend and vote at such meeting and any adjourned such meeting in respect of the Bearer Notes represented by such certificate;

(ii)

block voting instruction shall mean an English language document issued by a Paying Agent and dated in which:

(A)

it is certified that Bearer Notes (whether in definitive form or represented by a Global Note and not being Bearer Notes in respect of which a voting certificate has been issued and is outstanding in respect of the meeting specified in such block voting instruction and any adjourned such meeting) have been deposited with such Paying Agent or (to the satisfaction of such Paying Agent) were held to its order or under its control or blocked in an account with a clearing system and that no such Bearer Notes will cease to be so deposited or held or blocked until the first to occur of:

I.

the conclusion of the meeting specified in such document or, if  later, of any adjourned such meeting; and

II.

the surrender to the Paying Agent not less than 48 hours before the time for which such meeting or any adjourned such meeting is convened of the receipt issued by such Paying Agent in respect of each such deposited Bearer Note which is to be released or (as the case may require) the Bearer Note or Bearer Notes ceasing with the agreement of the Paying Agent to be held to its order or under its control or so blocked and the giving of notice by the Paying Agent to the Issuer in accordance with paragraph 17 hereof of the necessary amendment to the block voting instruction;


(B)

it is certified that each holder of such Bearer Notes has instructed such Paying Agent that the vote(s) attributable to the Bearer Note or Bearer Notes so deposited or held or blocked should be cast in a particular way in relation to the resolution or resolutions to be put to such meeting or any adjourned such meeting and that all such instructions are during the period commencing 48 hours prior to the time for which such meeting or any adjourned such meeting is convened and ending at the conclusion or adjournment thereof neither revocable nor capable of amendment;

(C)

the aggregate nominal amount of the Bearer Notes so deposited or held or blocked are listed distinguishing with regard to each such resolution between those in respect of which instructions have been given as aforesaid that the votes attributable thereto should be cast in favour of the resolution and those in respect of which instructions have been so given that the votes attributable thereto should be cast against the resolution; and

(D)

one or more persons named in such document (each hereinafter called a proxy) is or are authorised and instructed by such Paying Agent to cast the votes attributable to the Bearer Notes so listed in accordance with the instructions referred to in (C) above as set out in such document;

(iii)

24 hours shall mean a period of 24 hours including all or part of a day upon which banks are open for business in both the place where the relevant meeting is to be held and in each of the places where the Paying Agents have their specified offices (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business in all of the places as aforesaid; and

(iv)

48 hours shall mean a period of 48 hours including all or part of two days upon which banks are open for business both in the place where the relevant meeting is to be held and in each of the places where the Paying Agents have their specified offices (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of two days upon which banks are open for business in all of the places as aforesaid.

(b)

A holder of a Bearer Note (whether in definitive form or represented by a Global Note) may obtain a voting certificate in respect of such Bearer Note from a Paying Agent or require a Paying Agent to issue a block voting instruction in respect of such Note by depositing such Bearer Note with such Paying Agent or (to the satisfaction of such Paying Agent) by such Bearer Note being held to its order or under its control or being blocked in an account with a clearing system, in each case not less than 48 hours before the time fixed for the relevant meeting and on the terms set out in sub-paragraph (a)(i)(A) or (a)(ii)(A) above (as the case may be), and (in the case of a block voting instruction) instructing such Paying Agent to the effect set out in sub-paragraph (a)(ii)(B) above. The holder of any voting certificate or the proxies named in any block voting instruction shall for all purposes in connection with the relevant meeting or adjourned meeting of Noteholders be deemed to be the holder of the Bearer Notes to which such voting certificate or block voting instruction relates and the Paying Agent with which such Bearer Notes have been deposited or the person holding the same to the order or under the control of such Paying Agent or the clearing system in which such Bearer Notes have been blocked shall be deemed for such purposes not to be the holder of those Bearer Notes.


(c)(i)A holder of Registered Notes (whether in definitive form or represented by a Global Certificate (other than a Registered Note referred to in (iv) below)) may, by an instrument in writing in the English language (a form of proxy) signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of the Registrar not less than 48 hours before the time fixed for the relevant meeting, appoint any person (a proxy) to act on his or its behalf in connection with any meeting of the Noteholders and any adjourned such meeting.

(ii)Any holder of Registered Notes (whether in definitive form or represented by a Global Certificate) which is a corporation may by resolution of its directors or other governing body authorise any person to act as its representative (a representative) in connection with any meeting of the Noteholders and any adjourned such meeting.

(iii)Any proxy appointed pursuant to sub-paragraph (i) above or representative appointed pursuant to sub-paragraph (ii) above shall so long as such appointment remains in force be deemed, for all purposes in connection with the relevant meeting or adjourned meeting of the Noteholders, to be the holder of the Registered Notes to which such appointment relates and the holder of the Registered Notes shall be deemed for such purposes not to be the holder.

(iv)For so long as any of the Registered Notes is represented by a Global Certificate registered in the name of DTC or its nominee, DTC may mail an Omnibus Proxy to the Issuer in accordance with and in the form used by DTC as part of its usual procedures from time to time in relation to meetings of Noteholders. Such Omnibus Proxy shall assign the voting rights in respect of the relevant meeting to DTC's direct participants as of the record date specified therein. Any such assignee participant may, by an instrument in writing in the English language signed by such assignee participant, or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of the Registrar or any Transfer Agent before the time fixed for the relevant meeting, appoint any person (a sub-proxy) to act on his or its behalf in connection with any meeting of Noteholders and any adjourned such meeting. All references to proxy or proxies in this Schedule other than in this paragraph shall be read so as to include references to "sub-proxy" or "sub-proxies".

2.

The Issuer, the Guarantor or the Trustee may at any time and the Issuer shall upon a requisition in writing in the English language signed by the holders of not less than one-tenth in nominal amount  of the Notes for the time being outstanding convene a meeting of the Noteholders and if the Issuer makes default for a period of seven days in convening such a meeting the same may be convened by the Trustee or the requisitionists. Every such meeting shall be held at such time and place (which need not be a physical place and instead may be by way of audio or video conference call) as the Trustee may appoint or approve.

3.

At least 21 days' notice (exclusive of the day on which the notice is given and the day on which the meeting is to be held) specifying the place (which need not be a physical place and instead may be by way of audio or video conference call), day and hour of meeting shall be given to the holders of the relevant Notes prior to any meeting of such holders in the manner provided by Condition 14. Such notice, which shall be in the English language, shall state generally the nature of the business to be transacted at the meeting thereby convened but (except for an Extraordinary Resolution) it shall not be necessary to specify in such notice the terms of any resolution to be proposed. Such notice shall include statements, if applicable, to the effect that (i) Bearer Notes may, not less than 48 hours before the time fixed for the meeting, be deposited with Paying Agents or (to their satisfaction) held to their order or under their control or blocked in an account with a clearing system for the purpose of obtaining voting certificates or appointing proxies and (ii) the holders of Registered Notes may


appoint proxies by executing and delivering a form of proxy in the English language to the specified office of the Registrar not less than 48 hours before the time fixed for the meeting or, in the case of corporations, may appoint representatives by resolution of their directors or other governing body and delivering a certified copy thereof to the specified office of the Registrar. A copy of the notice shall be sent by post to the Trustee (unless the meeting is convened by the Trustee), to the Issuer (unless the meeting is convened by the Issuer), to the Guarantor (unless the meeting is convened by the Guarantor) and to each Agent (other than the Calculation Agent).

4.

A person (who may but need not be a Noteholder) nominated in writing by the Trustee shall be entitled to take the chair at the relevant meeting or adjourned meeting but if no such nomination is made or if at any meeting or adjourned meeting the person nominated shall not be present within 15 minutes after the time appointed for holding the meeting or adjourned meeting the Noteholders present shall choose one of their number to be Chairman, failing which the Issuer may appoint a Chairman. The Chairman of an adjourned meeting need not be the same person as was Chairman of the meeting from which the adjournment took place.

5.

At any such meeting one or more persons present holding Definitive Notes or voting certificates or being proxies or representatives and holding or representing in the aggregate not less than one- twentieth of the nominal amount of the Notes for the time being outstanding shall (except for the purpose of passing an Extraordinary Resolution) form a quorum for the transaction of business and no business (other than the choosing of a Chairman) shall be transacted at any meeting unless the requisite quorum be present at the commencement of the relevant business. The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be one or more persons present holding Definitive Notes or voting certificates or being proxies or representatives and holding or representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding.

6.

If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for any such meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudice to the transaction of the business (if any) for which a quorum is present, the meeting shall if convened upon the requisition of Noteholders be dissolved. In any other case it shall stand adjourned to the same day in the next week (or if such day is a public holiday the next succeeding business day) at the same time and place (except in the case of a meeting at which an Extraordinary Resolution is to be proposed in which case it shall stand adjourned for such period, being not less than 13 clear days nor more than 42 clear days, and to such place (which need not be a physical place and instead may be by way of audio or video conference call) as may be appointed by the Chairman either at or subsequent to such meeting and approved by the Trustee). If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for any adjourned meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudice to the transaction of the business (if any) for which a quorum is present, the Chairman may either (with the approval of the Trustee) dissolve such meeting or adjourn the same for such period, being not less than 13 clear days (but without any maximum number of clear days), and to such place (which need not be a physical place and instead may be by way of audio or video conference call) as may be appointed by the Chairman either at or subsequent to such adjourned meeting and approved by the Trustee, and the provisions of this sentence shall apply to all further adjourned such meetings. At any adjourned meeting one or more persons present holding Definitive Notes or voting certificates or being proxies or representatives (whatever the nominal amount of the Notes so held or represented by them) shall form a quorum and shall have power to pass any resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had the requisite quorum been present.

7.

Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall be given in the same manner as notice of an original meeting but as if 10 were substituted for 21 in


paragraph 3 above and such notice shall state the required quorum. Subject as aforesaid it shall not be necessary to give any notice of an adjourned meeting.

8.

Every question submitted to a meeting shall be decided in the first instance by a show of hands and in case of equality of votes the Chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Noteholder or as a holder of a voting certificate or as a proxy or as a representative.

9.

At any meeting unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman, the Issuer, the Guarantor, the Trustee or any person present holding a Definitive Note of the relevant Series or a voting certificate or being a proxy or representative (whatever the nominal amount of the Notes so held or represented by him) a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

10.

Subject to paragraph 12 below, if at any such meeting a poll is so demanded it shall be taken in such manner and subject as hereinafter provided either at once or after an adjournment as the Chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the motion on which the poll has been demanded.

11.

The Chairman may with the consent of (and shall if directed by) any such meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully (but for lack of required quorum) have been transacted at the meeting from which the adjournment took place.

12.

Any poll demanded at any such meeting on the election of a Chairman or on any question of adjournment shall be taken at the meeting without adjournment.

13.

The Trustee and its lawyers and any director, officer or employee of a corporation being a trustee of these presents and any director or officer of the Issuer or, as the case may be, the Guarantor, their lawyers and any other person authorised so to do by the Trustee may attend and speak at any meeting. Save as aforesaid, but without prejudice to the proviso to the definition of "outstanding" in Clause 1, no person shall be entitled to attend and speak nor shall any person be entitled to vote at any meeting of Noteholders or join with others in requesting the convening of such a meeting or to exercise the rights conferred on Noteholders by Condition 11 unless he either produces the  Definitive Bearer Note or Definitive Bearer Notes of which he is the holder or a voting certificate or is a proxy or a representative or is the holder of a Registered Note or Registered Notes in definitive form. No person shall be entitled to vote at any meeting in respect of Notes held by, for the benefit of, or on behalf of, the Issuer, the Guarantor, any other Subsidiary of the Guarantor, any Holding Company of the Guarantor or other Subsidiary of such Holding Company. Nothing herein shall prevent any of the proxies named in any block voting instruction or form of Proxy from being a director, officer or representative of or otherwise connected with the Issuer or the Guarantor, as the case may be.

14.

Subject as provided in paragraph 13 hereof at any meeting:

(a)

on a show of hands every person who is present in person and produces a Definitive Bearer Note or voting certificate or is a holder of a Registered Note in definitive form or is a proxy or representative shall have one vote; and

(b)

on a poll every person who is so present shall have one vote in respect of each €1.00 or such other amount as the Trustee may in its absolute discretion stipulate (or, in the case of


meetings of holders of Notes denominated in another currency, such amount in such other currency as the Trustee in its absolute discretion may stipulate) in nominal amount of the Definitive Bearer Notes so produced or represented by the voting certificate so produced or in respect of which he is a proxy or representative or in respect of which (being a Registered Note in definitive form) he is the registered holder.

Without prejudice to the obligations of the proxies named in any block voting instruction or form of proxy any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

15.

The proxies named in any block voting instruction or form of proxy need not be Noteholders.

16.

Each block voting instruction together (if so requested by the Trustee) with proof satisfactory to the Trustee of its due execution on behalf of the relevant Paying Agent and each form of proxy or resolution appointing a representative shall be deposited by the relevant Paying Agent (or as the case may be) by the Registrar or the relevant Transfer Agent at such place as the Trustee shall approve not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the proxies named in the block voting instruction or form of proxy propose to vote and in default the block voting instruction or form of proxy or resolution appointing a representative shall not be treated as valid unless the Chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A certified copy of each block voting instruction or form of proxy or resolution appointing a representative shall be deposited with the Trustee before the commencement of the meeting or adjourned meeting but the Trustee shall not thereby be obliged to investigate or be concerned with the validity of or the authority of the proxies named in any such block voting instruction or form of proxy or of the representative named in such resolution.

17.

Any vote given in accordance with the terms of a block voting instruction or form of proxy or resolution appointing a representative shall be valid notwithstanding the previous revocation or amendment of the block voting instruction or form of proxy or of any of the relevant Noteholders' instructions pursuant to which it was executed provided that no intimation in writing of such revocation or amendment shall have been received from the relevant Paying Agent or in the case of Registered Note from the holder thereof by the Issuer at its registered office (or such other place as may have been required or approved by the Trustee for the purpose) by the time being 24 hours before the time appointed for holding the meeting or adjourned meeting at which the block voting instruction or form of proxy is to be used.

18.

A meeting of the Noteholders shall in addition to the powers hereinbefore given have the following powers exercisable only by Extraordinary Resolution (subject to the provisions relating to quorum contained in paragraphs 5 and 6 above) namely:

(a)

Power to sanction any compromise or arrangement proposed to be made between the Issuer, the Guarantor, the Trustee, any Appointee and the Noteholders and Couponholders or any of them.

(b)

Power to sanction any abrogation, modification, compromise or arrangement in respect of the rights of the Trustee, any Appointee, the Noteholders, the Couponholders, the Issuer or the Guarantor against any other or others of them or against any of their property whether such rights shall arise under these presents or otherwise.

(c)

Power to assent to any modification of the provisions of these presents which shall be proposed by the Issuer, the Guarantor, the Trustee or any Noteholder.

(d)

Power to give any authority or sanction which under the provisions of these presents is required to be given by Extraordinary Resolution.


(e)

Power to appoint any persons (whether Noteholders or not) as a committee or committees to represent the interests of the Noteholders and to confer upon such committee or committees any powers or discretions which the Noteholders could themselves exercise by  Extraordinary Resolution.

(f)

Power to approve of a person to be appointed a trustee and power to remove any trustee or trustees for the time being of these presents.

(g)

Power to discharge or exonerate the Trustee and/or any Appointee from all liability in respect of any act or omission for which the Trustee and/or such Appointee may have become responsible under these presents.

(h)

Power to authorise the Trustee and/or any Appointee to concur in and execute and do all such deeds, instruments, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution.

(i)

Power to sanction any scheme or proposal for the exchange or sale of the Notes for or the conversion of the Notes into or the cancellation of the Notes in consideration of shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities of the Issuer, the Guarantor or any other company formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash and for the appointment of some person with the power on behalf of the Noteholders to execute an instrument of transfer of the Registered Notes held by them in favour of the persons with or to whom the Notes are to be exchanged or sold respectively.

19.

Any resolution (i) passed at a meeting of the Noteholders duly convened and held in accordance with these presents, (ii) passed as a resolution in writing in accordance with these presents or (iii) passed by way of electronic consents given by holders through the relevant Clearing System(s) in accordance with these presents shall be binding upon all the Noteholders whether present or not present at such meeting and whether or not voting and upon all Couponholders and each of them shall be bound to give effect thereto accordingly and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof. Notice of the result of the voting on any resolution duly considered by the Noteholders shall be published in accordance with Condition 14 by the Issuer within 14 days of such result being known PROVIDED THAT the non- publication of such notice shall not invalidate such result.

20.

The expression Extraordinary Resolution when used in these presents means (a) a resolution passed at a meeting of the Noteholders duly convened and held in accordance with these presents by a majority consisting of not less than three-fourths of the persons voting thereat upon a show of hands or if a poll is duly demanded by a majority consisting of not less than three-fourths of the votes cast on such poll; or (b) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, which resolution in writing may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the Noteholders; or (c) consent given by way of electronic consents through the relevant Clearing System(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding.

21.

Minutes of all resolutions and proceedings at every meeting of the Noteholders shall be made and entered in books to be from time to time provided for that purpose by the Issuer and any such minutes as aforesaid if purporting to be signed by the Chairman of the meeting at which such resolutions were passed or proceedings transacted shall be conclusive evidence of the matters therein contained and until the contrary is proved every such meeting in respect of the proceedings of which


minutes have been made shall be deemed to have been duly held and convened and all resolutions passed or proceedings transacted thereat to have been duly passed or transacted.

22.(a)  If and whenever the Issuer shall have issued and have outstanding Notes of more than one   Series the foregoing provisions of this Schedule shall have effect subject to the following modifications:

(i)

a resolution which in the opinion of the Trustee affects the Notes of only one Series shall be deemed to have been duly passed if passed at a separate meeting (or by a separate resolution in writing or by a separate resolution passed by way of consents received through the relevant Clearing System(s)) of the holders of the Notes of that Series;

(ii)

a resolution which in the opinion of the Trustee affects the Notes of more than one Series but does not give rise to a conflict of interest between the holders of Notes of any of the Series so affected shall be deemed to have been duly passed if passed at a single meeting (or by a single resolution in writing or by a single resolution passed by way of consents received through the relevant Clearing System(s)) of the holders of the Notes of all the Series so affected;

(iii)

a resolution which in the opinion of the Trustee affects the Notes of more than one Series and gives or may give rise to a conflict of interest between the holders of the Notes of one Series or group of Series so affected and the holders of the Notes of another Series or group of Series so affected shall be deemed to have been duly passed only if passed at separate meetings (or by separate resolutions in writing or by separate resolutions passed by way of consents received through the relevant Clearing System(s)) of the holders of the Notes of each Series or group of Series so affected; and

(iv)

to all  such  meetings  all  the  preceding  provisions  of  this  Schedule  shall  mutatis mutandis apply as though references therein to Notes and Noteholders were references to the Notes of the Series or group of Series in question or to the holders of such Notes, as the case may be.

(b)   If the  Issuer shall have issued and have outstanding Notes which are not denominated in    euro, in the case of any meeting of holders of Notes of more than one currency, the nominal amount of such Notes shall (i) for the purposes of paragraph 2 above be the equivalent in euro at the spot rate of a bank nominated by the Trustee for the conversion of the relevant currency or currencies into euro on the seventh dealing day prior to the day on which the requisition in writing is received by the Issuer and (ii) for the purposes of paragraphs 5, 6 and 15 above (whether in respect of the meeting or any adjourned such meeting or any poll resulting therefrom) be the equivalent at such spot rate on the seventh dealing day prior to the day of such meeting. In such circumstances, on any poll each person present shall have one vote for each €1.00 (or such other euro amount as the Trustee may in its absolute discretion stipulate) in nominal amount of the Notes (converted as above) which he holds or represents.

23.

Subject to all other provisions of these presents the Trustee may, without the consent of the Issuer, the Guarantor, the Noteholders or the Couponholders, prescribe such further regulations regarding the requisitioning and/or the holding of meetings of Noteholders and attendance and  voting thereat as the Trustee may in its sole discretion think fit, including without limitation, the holding of meetings by audio or video conference call in circumstances where it may be impractical or inadvisable to hold physical meetings.


SIGNATORIES TO THE FIRST SUPPLEMENTAL TRUST DEED

EXECUTED and delivered as a DEED for and on behalf of VODAFONE INTERNATIONAL FINANCING DAC by

its lawfully appointed attorney

in the presence of:

(Signature of Witness):

(Name of Witness):

(Address of Witness):

(Occupation of Witness):

EXECUTED and delivered as a DEED on behalf of
VODAFONE GROUP PLC
by

)
)

)

Director

Director/Secretary

EXECUTED and delivered as a DEED on behalf of
THE LAW DEBENTURE TRUST
CORPORATION p.l.c.

)
)
)

by

)

Director

Director/Secretary


27 July 2020

(as amended and restated on 16 July 2021)

VODAFONE INTERNATIONAL FINANCING DAC

and

VODAFONE GROUP PLC

and

THE LAW DEBENTURE TRUST

CORPORATION p.l.c.

relating to a

€30,000,000,000

Euro Medium Term Note Programme

TRUST DEED


SIGNATORIES TO THE FIRST SUPPLEMENTAL TRUST DEED

EXECUTED and delivered as a DEED for and on behalf of VODAFONE INTERNATIONAL FINANCING DAC by its lawfully appointed attorney

in the presence of:

JAMIE STEAD

(Signature of Witness):

Graphic

(Name of Witness):

CHARLES CROFT

(Address of Witness):

171 RCMMANY ROAD SE27 9PR , UK

(Occupation of Wit ness):

TREASURY EXECUTIVE

EXECUTED and delive red as a DEED on

)

behalf of

THE LAW DEBENTURE TRUST

)

In the presence of : Graphic

CORPORATION p.l.c

)

by

JAMIE STEAD

Name of Witness: CHARLES CROFT

Director

Address of Witness: 171 RCMMANY ROAD SE27 9PR , UK

Director/Secretary

Occupation of Wit ness: TREASURY EXECUTIVE

EXECUTED and delivered as a DEED on

)

behalf of

THE LAW DEBENTURE TRUST

)

CORPORATIION p.l.c

)

by

)

Director

Director/Secretary


SIGNATORIES TO THE FIRST SUPPLEMENT AL TRUST DEED

EXECUTED and delivered as a DEED for and on behalf of VODAFONE INTERNATIONAL FINANCING DAC by its lawfully appointed attorney

in the presence of:

(Signature of Witness):

(Name of Witness):

(Address of Witness):

(Occupation of Witness):

EXECUTED and delivered as a DEED on

)

behalf of

VODAFONE GROUP PLC

)

by

)

Director

Graphic

Director/Secretary

EXECUTED and delivered as a DEED on

)

behalf of

THE LAW DEBENTURE TRUST

)

CORPORATION p.l.c
by

Graphic

)

)

Director

Graphic

Representing Law Debenture Corporate Services Ltd


16 July 2021

VODAFONE INTERNATIONAL

FINANCING DAC

and

VODAFONE GROUP PLC

and

THE LAW DEBENTURE TRUST

CORPORATION p.l.c.

modifying and restating the

provisions of

the Trust Deed dated 27 July 2020

relating to a

€30,000,000,000

Euro Medium Term Note Programme

FIRST

SUPPLEMENTAL

TRUST DEED


Exhibit 2.7

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of March 31, 2022, Vodafone Group Plc (“Vodafone”, the “Company”) had the following securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”):

Title of each class

    

Trading
symbols

    

Name of each exchange on
which registered

Ordinary shares of 20 20/21 US cents each

VOD

NASDAQ Global Select Market*

American Depositary Shares (evidenced by American Depositary Receipts) each representing ten ordinary shares

VOD

NASDAQ Global Select Market

2.500% Notes due September 2022

VOD22

The NASDAQ Stock Market

2.950% Notes due February 2023

VOD23

The NASDAQ Stock Market

3.750% Notes due 16 January 2024

VOD24

The NASDAQ Stock Market

Floating Rate Notes due January 2024

VOD24A

The NASDAQ Stock Market

4.125% Notes due 30 May 2025

VOD25

The NASDAQ Stock Market

4.375% Notes due 30 May 2028

VOD28

The NASDAQ Stock Market

6.250% Notes due February 2032

VOD32

The NASDAQ Stock Market

6.150% Notes due February 2037

VOD37

The NASDAQ Stock Market

5.000% Notes due 30 May 2038

VOD38

The NASDAQ Stock Market

4.375% Notes due February 2043

VOD43

The NASDAQ Stock Market

5.250% Notes due 30 May 2048

VOD48

The NASDAQ Stock Market

4.875% Notes due 19 June 2049

VOD49

The NASDAQ Stock Market

4.250% Notes due 17 September 2050

VOD50

The NASDAQ Stock Market

5.125% Notes due 19 June 2059

VOD59

The NASDAQ Stock Market

Capital Securities due April 2079

VOD79

The NASDAQ Stock Market

NC5.25 Capital Securities due 2081

VOD81A

The NASDAQ Stock Market

NC10 Capital Securities due 2081

VOD81B

The NASDAQ Stock Market

NC30 Capital Securities due 2081

VOD81C

The NASDAQ Stock Market


* Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.


The Company’s ordinary shares, nominal value of 20 20/21 US cents each (“Vodafone Ordinary Shares”), are listed on the premium segment of the main market of the London Stock Exchange plc (the “LSE”). The Company’s American Depositary Shares (“Vodafone ADSs”) are available through an American Depositary Receipt program established pursuant to a deposit agreement (the “Deposit Agreement”) that the Company entered into with JPMorgan Chase Bank, N.A., as depositary (the “Depositary”). Vodafone ADSs, each representing ten Vodafone Ordinary Shares, are listed on the NASDAQ Global Select Market, traded under the symbol VOD, and are registered under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). In connection with this listing (but not for trading), the Vodafone Ordinary Shares are registered under Section 12(b) of the Exchange Act. The following contains a description of the rights of (i) holders of the Vodafone Ordinary Shares and (ii) Vodafone ADS holders.

The following summary is subject to and qualified in its entirety by the Company’s Articles of Association and by English law. This is not a summary of all the significant provisions of the Articles of Association or of English law and does not purport to be complete. Capital terms used but not defined herein have the meanings given to them in the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2022 and in the Deposit Agreement, which is an exhibit to the Company’s registration statement on Form F-6 filed with the SEC on February 15, 2022.

Vodafone Ordinary Shares

Item 9.A.3 Pre-emptive rights

Under section 549 of the Companies Act 2006, Directors are, with certain exceptions, unable to allot Vodafone Ordinary Shares or securities convertible into Vodafone Ordinary Shares without the authority of Vodafone Shareholders (“Vodafone Shareholders”) in a general meeting. In addition, section 561 of the Companies Act 2006 imposes further restrictions on the issue of equity securities (as defined in the Companies Act 2006, which include Vodafone Ordinary Shares and securities convertible into Vodafone Ordinary Shares) which are, or are to be, paid up wholly in cash and not first offered to existing Vodafone Shareholders. The Company’s Articles of Association allow Vodafone Shareholders to authorize Directors for a period specified in the relevant resolution to allot (i) relevant securities generally up to an amount fixed by the Vodafone Shareholders; and (ii) equity securities for cash other than in connection with a pre-emptive offer up to an amount specified by the Vodafone Shareholders and free of the pre-emption restriction in section 561. At the 2019 AGM the amount of relevant securities fixed by Vodafone Shareholders under (i) above and the amount of equity securities specified by Vodafone Shareholders under (ii) above were in line with the Pre-Emption Group’s Statement of Principles.

Item 9.A.5 Type and class of securities

Vodafone Ordinary Shares are listed on the London Stock Exchange and have a nominal value of 20 20/21 US cents each. All Ordinary Shares are issued in registered form. As at March 31, 2022, the total number of outstanding Vodafone Ordinary Shares was 28,817,627,868.

As far as the Company is aware, there are no limitations imposed on the transfer, holding or voting of Vodafone Ordinary Shares other than those limitations that would generally apply to all of the Vodafone Shareholders, those that apply by law (e.g. due to insider dealing rules) or those that apply as a result of failure to comply with a notice under section 793 of the Companies Act 2006.

Item 9.A.6 Limitations or qualifications

No shareholder has any securities carrying special rights with regard to control of the Company. The Company is not aware of any agreements between holders of securities that may result in restrictions on the transfer of securities.

Item 9.A.7 Other rights

Not applicable.


Item 10.B.3 Shareholder rights

Dividend rights

Vodafone Shareholders may, by ordinary resolution, declare dividends but may not declare dividends in excess of the amount recommended by the Directors. The Board of Directors may also pay interim dividends. No dividend may be paid other than out of profits available for distribution. Dividends on Vodafone Ordinary Shares can be paid to Vodafone Shareholders in whatever country the Directors decide, using an appropriate exchange rate for any currency conversions which are required.

If a dividend has not been claimed for one year after the date of the resolution passed at a general meeting declaring that dividend or the resolution of the Directors providing for payment of that dividend, the Directors may invest the dividend or use it in some other way for the benefit of the Company until the dividend is claimed. If the dividend remains unclaimed for 12 years after the relevant resolution either declaring that dividend or providing for payment of that dividend it will be forfeited and belong to the Company.

Voting rights

At a general meeting of the Company, when voting on substantive resolutions (i.e. any resolution which is not a procedural resolution) each holder of a Vodafone Ordinary Share who is entitled to vote and is present in person or by proxy has one vote for every Vodafone Ordinary Share held (a poll vote). Procedural resolutions (such as a resolution to adjourn a general meeting or a resolution on the choice of Chairman of a general meeting) are decided on a show of hands, where each holder of Vodafone Ordinary Shares who is present at the meeting has one vote regardless of the number of Vodafone Ordinary Shares held, unless a poll is demanded. Shareholders entitled to vote at general meetings may appoint proxies who are entitled to vote, attend and speak at general meetings.

Two Vodafone Shareholders present in person or by proxy constitute a quorum for purposes of a general meeting of the Company.

Under English law, Vodafone Shareholders of a public company such as the Company are not permitted to pass resolutions by written consent.

Employees who hold Vodafone Ordinary Shares in a vested nominee share account are able to vote through the respective plan’s trustees. Note there is now a vested share account with Computershare (in respect of Vodafone Ordinary Shares arising from a SAYE exercise) and Equatex (MyShareBank).

Under the Company’s Articles of Association, a Director cannot vote in respect of any proposal in which the Director, or any person connected with the Director, has a material interest other than by virtue of the Director’s interest in the Company’s shares or other securities.

The voting rights of the Directors (Executive and Non-Executive) and employees of the Company who hold interests in the share capital of the Company are the same as for other holders of the class of share indicated. At each AGM, all Directors must offer themselves for re-election (unless they are retiring) in accordance with the Company’s Articles of Association and in the interests of good corporate governance.

Rights to share in the company’s profits

See “Item 10.B.3. Shareholder rights—Dividend rights” above.

Rights to share in any surplus in the event of liquidation

In the event of the liquidation of the Company, after payment of all liabilities and deductions in accordance with English law, the holders of the Company’s 7% cumulative fixed rate shares would be entitled to a sum equal to the capital paid up on such shares, together with certain dividend payments, in priority to holders of Vodafone Ordinary Shares.


Redemption provisions

Under its Articles of Association, the Company is authorized to reduce (or purchase shares in) its capital of any class or classes. Class rights are deemed not to have been varied by the creation or issue of new shares ranking equally with or subsequent to that class of shares in sharing in profits or assets of the Company or by a redemption or repurchase of the shares by the Company.

Sinking fund provisions

Not applicable.

Liability to further capital calls by the company

Under the Articles of Association, the directors can call on Vodafone Shareholders to pay any money which has not yet been paid to the Company for their Vodafone Ordinary Shares. This includes both the nominal value of the Vodafone Ordinary Shares and any premium which may be payable. The terms of issue of the Vodafone Ordinary Shares govern the procedure related to calls. A call is treated as having been made as soon as the directors pass a resolution authorizing it.

A Vodafone Shareholder who has received at least 14 days’ notice giving details of the amount of a capital call, the time (or times) and place or address for payment must pay the call as required by the notice. Joint shareholders are liable jointly and severally to pay any money called for in respect of their Vodafone Ordinary Shares. A Vodafone Shareholder due to pay the amount called shall still have to pay the call even if, after the call was made, they transfer the Vodafone Ordinary Shares to which the call related.

Any provision discriminating against any existing or prospective holder of the Ordinary Shares as a result of such shareholder owning a substantial number of shares

Not applicable.

Item 10.B.4. Changes to shareholder rights

If at any time the Company’s share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated by a special resolution, subject to the provisions of the Companies Act 2006, either with the consent in writing of the holders of three quarters in nominal value of the shares of that class or at a separate meeting of the holders of the shares of that class.

At every such separate meeting all of the provisions of the Articles of Association relating to proceedings at a general meeting apply, except that (i) the quorum is to be the number of persons (which must be at least two) who hold or represent by proxy not less than one third in nominal value of the issued shares of the class or, if such quorum is not present on an adjourned meeting, one person who holds shares of the class regardless of the number of shares he holds; (ii) any person present in person or by proxy may demand a poll; and (iii) each shareholder will have one vote per share held in that particular class in the event a poll is taken. Class rights are deemed not to have been varied by the creation or issue of new shares ranking equally with or subsequent to that class of shares in sharing in profits or assets of the Company or by a redemption or repurchase of the shares by the Company.

Item 10.B.6 Limitations

The Company’s constitutional documents place no limitations on the right to hold Vodafone Ordinary Shares. There are no limitations on the right to hold or exercise voting rights on the Vodafone Ordinary Shares under English law.

Item 10.B.7 Change in control

The Company’s Articles of Association do not contain any provisions that would have the effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company (or any of its subsidiaries).


Item 10.B.8 Disclosure of shareholdings

There are no provisions in the Articles of Association whereby persons acquiring, holding or disposing of a certain percentage of the Company’s shares are required to make disclosure of their ownership percentage although such requirements exist under the Disclosure Guidance and Transparency Rules. Under these rules, the Company must disclose the holders of more than 3% of, or 3% of voting rights attributable to, the Company’s ordinary share capital of which it is made aware.

Item 10.B.9 Differences in the law

With respect to Items 10.B.2-10.B.8, there are no significant differences between the laws applicable to the Company and English law.

Item 10.B.10 Changes in capital

The requirements imposed by the Company’s Articles of Association governing changes in capital are not more stringent than is required by law.

Item 12.A Debt securities

Not applicable.

Item 12.B Warrants and Rights

Not applicable.

Item 12.C Other securities

Not applicable.

Vodafone American Depositary Shares

Item 12.D.1 Name and address of depositary

JPMorgan Chase Bank, N.A., having its principal office at 383 Madison Avenue, Floor 11, New York, New York 10179, has been appointed as the Depositary under the Deposit Agreement, dated as of February 15, 2022, among the Company, the Depositary and all holders from time to time of the Vodafone ADSs (“Vodafone ADS Holders”) issued thereunder.

12.D.2 Description of Vodafone ADSs

The following is a summary of the material provisions of the Deposit Agreement. For more complete information, you should read the Deposit Agreement in its entirety.

The Deposit Agreement sets forth the rights and obligations of Holders and Beneficial Owners of Vodafone ADSs and the rights and duties of the Depositary in respect of the Vodafone Ordinary Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of such Vodafone Ordinary Shares and held thereunder (the “Deposited Securities”). Each Vodafone ADS represents an ownership interest in ten Vodafone Ordinary Shares and is evidenced by an American depositary receipt (“Vodafone ADR”).

Voting of Vodafone ADSs

As soon as practicable after receipt of notice from the Company of any meeting of, or solicitation of consents or proxies from, Vodafone Shareholders underlying the Vodafone ADSs, and upon written request by the Company received by the Depositary at least 30 days before the vote or meeting, the Depositary will fix a record date for


Vodafone ADS Holders and arrange to deliver certain materials to Vodafone ADS Holders relating to the upcoming meeting or solicitation. The materials will contain:

such information as is contained in the notice of meeting or solicitation of consents or proxies received by the Depositary from the Company;
An ADR Proxy card in a form prepared by the Depositary
a statement that the Vodafone ADS Holders as of the close of business on a specified record date will be entitled, subject to any applicable law and the Company’s constituent documents , and the provisions of or governing the Vodafone Ordinary Shares (or any other securities, property or cash underlying the Vodafone ADS Holders’ Vodafone ADSs),
a statement as to the manner in which such instructions and notification may be given.

In lieu of distributing the materials received from the Company in connection with the meeting of, or solicitation of consents or proxies from, Vodafone Shareholders underlying the Vodafone ADSs, the Depositary may, to the extent not prohibited by applicable law, regulations or stock exchange requirements, distribute to the Vodafone ADS Holders a notice with instructions on how to retrieve or request such materials.

A Vodafone ADS Holder must hold Vodafone ADSs on the record date established by the Depositary in order to be eligible to give instructions for the exercise of voting rights at a meeting of shareholders. It is possible that the record date the Company uses for the exercise of voting rights on the Vodafone Ordinary Shares, on the one hand, and the record date used by the Depositary for the exercise of voting rights relating to the Vodafone Ordinary Shares underlying the Vodafone ADSs, on the other hand, may not be the same.

For voting instructions to be valid, the Depositary must receive them on or before the date specified in the materials delivered to Vodafone ADS Holders. The Depositary will, to the extent practicable, endeavor to vote or cause to be voted the underlying Vodafone Ordinary Shares in accordance with each Vodafone ADS Holder’s instructions. The Depositary will not vote the underlying Vodafone Ordinary Shares other than in accordance with the Vodafone ADS Holder’s instructions.

Persons who hold Vodafone ADSs through a brokerage account or otherwise serving in proxy will need to follow the procedures of their broker in order to give voting instructions to the Depositary.

In connection with a Vodafone Shareholders’ meeting, the Company and the Depositary will not be able to assure that Vodafone ADS Holders will receive the voting materials in time to ensure that such holders can either instruct the Depositary to vote the Vodafone Ordinary Shares underlying the Vodafone ADSs or withdraw the underlying Vodafone Ordinary Shares to vote them in person or by proxy. In addition, except as provided under applicable English law, the Depositary and its agents will not be responsible for failing to carry out voting instructions or for the manner in which any such vote is cast or the effect of any such vote.

The Depositary will have no obligation to take any action with respect to any meeting of, or solicitation of consents or proxies from, Vodafone Shareholders if such action would violate U.S. laws.

Neither the Depositary nor the Custodian will under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian will vote, attempt to exercise the right to vote, or in any way make use of the Vodafone Ordinary Shares (or any other securities, property or cash underlying the Vodafone ADS Holders’ Vodafone ADSs) for purposes of establishing a quorum or otherwise, except pursuant to and in accordance with written instructions from Vodafone ADS Holders or the provisions of the Deposit Agreement.

Dividends and Distributions

The Depositary will pay to Vodafone ADS Holders, as of a record date established by the Depositary under the terms of the Deposit Agreement, the cash dividends or other distributions it receives in respect of the Vodafone Ordinary Shares underlying such Vodafone ADS Holders’ Vodafone ADSs, after deducting its fees and expenses.


Vodafone ADS Holders will receive these distributions in proportion to the number of Vodafone Ordinary Shares represented by the Vodafone ADSs held by each of them.

Distributions in Cash

The Depositary will, as promptly as practicable, convert any cash dividend or distribution the Company pays on the Vodafone Ordinary Shares, other than any dividend or distribution paid in U.S. dollars, into U.S. dollars if it can effect such conversion and transfer the U.S. dollars to the United States on a practicable basis. At any time, the Depositary may, in its discretion, hold the excess amount of foreign currency uninvested as an additional cost of conversion and without liability for interest thereon for the respective accounts of the Vodafone ADS Holders. In the event that the Company or the Depositary is required to withhold and does withhold taxes or other governmental charges from such cash dividend or other cash distribution, the amount to be distributed to the Vodafone ADS Holders will be reduced accordingly. The Depositary will distribute only whole U.S. dollars and cents and will round any fractional amounts to the nearest whole cent.

Distributions in Shares

If any distribution consists of a dividend paid in, or a free distribution of, Vodafone Ordinary Shares, the Depositary may or will, if the Company so requests, distribute additional Vodafone ADSs representing any Vodafone Ordinary Shares that the Company so distributes as a dividend or free distribution, subject to the terms and conditions set forth in the Deposit Agreement. The Depositary will only distribute whole Vodafone ADSs. In lieu of delivering fractional Vodafone ADSs, the Depositary will sell the number of Vodafone Ordinary Shares represented by the aggregate of such fractions and distribute the net proceeds to the Vodafone ADS Holders entitled thereto. The Depositary may withhold the distribution of Vodafone ADSs if it has not received satisfactory assurances from the Company (including a legal opinion) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. If a distribution of additional Vodafone ADSs is withheld, the Depositary may sell all or part of such distribution in such amounts and in such manner as the Depositary deems necessary and practicable and distribute the net proceeds of any such sale (after deducting applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary) to the Vodafone ADS Holders entitled thereto.

Elective Distributions in Cash or Shares

If the Company intends to make a distribution payable at the election of Vodafone Shareholders in cash or in additional Vodafone Ordinary Shares, the Depositary will, if the Company has timely requested that such elective distribution be made available to Vodafone ADS Holders, and if the Depositary has determined that such distribution is reasonably practicable and has received satisfactory legal opinions relating to such distribution, establish procedures to enable Vodafone ADS Holders to elect to receive the proposed dividend in cash or in additional Vodafone ADSs as described in the Deposit Agreement. If the conditions for an elective distribution are not satisfied, the Depositary will, to the extent permitted by law, distribute to Vodafone ADS Holders, on the basis of the same determination as is made in the local market in respect of Vodafone Ordinary Shares for which no election is made, either cash or additional Vodafone ADSs representing such additional Vodafone Ordinary Shares in the manner described in the Deposit Agreement. The Depositary will have no obligation to make any process available to Vodafone ADS Holders to receive the elective dividend in Vodafone Ordinary Shares rather than Vodafone ADSs. There can be no assurances that Vodafone ADS Holders will have the opportunity to receive elective distributions on the same terms as the holders of Vodafone Ordinary Shares.

Distribution of Rights to Receive Additional Shares

The Company agrees with the Depositary that neither the Company nor any company controlling, controlled by or under common control with the Company shall (a) issue (i) additional Shares, (ii) rights to subscribe for Shares, (iii) securities convertible into or exchangeable for Shares or (iv) rights to subscribe for any such securities or (b) deposit any Shares under this Deposit Agreement, except, in each case, under circumstances complying in all respects with the Securities Act of 1933. In support of the foregoing, at the reasonable request of the Depositary where it deems necessary, the Company will furnish the Depositary with legal opinions, in forms and from counsels reasonably acceptable to the Depositary, dealing with matters reasonably requested by the Depositary.


The Depositary will not knowingly accept for deposit hereunder any Shares required to be registered under the Securities Act of 1933 unless a registration statement is in effect and will use reasonable efforts to comply with written instructions of the Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the requirements of the securities laws, rules and regulations in the United States.

Distributions Other Than Cash, Shares or Rights

If the Company intends to distribute property other than cash, Vodafone Ordinary Shares or rights to purchase additional Vodafone Ordinary Shares, the Depositary will, if determined that such distribution is reasonably practicable, sell such securities. The distribution will be made net of applicable fees and charges of, and expenses incurred by a JP Morgan division, branch, or affiliate in connection with such sale . Depositary will endeavor to sell the property in a public or private sale, at such place or places and upon such terms as it may deem reasonably practicable. The proceeds of such sale (net of applicable fees and charges of, and expenses incurred by, the Depositary and taxes) will be distributed to Vodafone ADS Holders.

Reports and Other Communications

On or before the first date on which the Company makes any communication available to holders of Deposited Securities or any securities regulatory authority or stock exchange, by publication or otherwise, the Company will deliver a copy of such notice to the Depositary and the Custodian. The Company will arrange for translation into English, to the extent required pursuant to any regulations of the SECAt the Company’s request and expense, the Depositary will, as promptly as practicable, distribute copies of such notices to the Vodafone ADS Holders.

Books of Depositary

The Depositary will maintain at its principal office a register for the registration and transfer of Vodafone ADSs. Vodafone ADS Holders may inspect such records at such office at reasonable times, but solely for the purpose of communicating with other Vodafone ADS Holders in the interest of business matters relating to the Company, the Vodafone ADSs or the Deposit Agreement. Such register may be closed from time to time when deemed expedient by the Depositary in connection with the performance of its duties under the Deposit Agreement or at the request of the Company. The Depositary will also maintain facilities to record and process the issuance, delivery, registration, transfer and surrender of Vodafone ADSs in accordance with the provisions of the Deposit Agreement.

Reclassifications, Recapitalizations and Mergers

The Depositary may, in its discretion, and shall if reasonably requested by the Company, amend this ADR or distribute additional or amended ADRs (with or without calling this ADR for exchange) or cash, securities or property on the record date set by the Depositary therefor to reflect any change in par value, split-up, consolidation, cancellation or other reclassification of Deposited Securities, any Share Distribution or Other Distribution not distributed to Holders or any cash, securities or property available to the Depositary in respect of Deposited Securities from (and the Depositary is hereby authorized to surrender any Deposited Securities to any person and, irrespective of whether such Deposited Securities are surrendered or otherwise cancelled by operation of law, rule, regulation or otherwise, to sell by public or private sale any property received in connection with) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all the assets of the Company. To the extent the Depositary does not so amend this ADR or make a distribution to Holders to reflect any of the foregoing, or the net proceeds thereof, whatever cash, securities or property results from any of the foregoing shall constitute Deposited Securities and each ADS evidenced by this ADR shall automatically represent its pro rata interest in the Deposited Securities as then constituted. Promptly upon the occurrence of any of the aforementioned changes affecting Deposited Securities, the Company shall notify the Depositary in writing of such occurrence and as soon as practicable after receipt of such notice from the Company, may instruct the Depositary to give notice thereof, at the Company’s


Amendment and Termination of the Deposit Agreement

Amendments

The Company may agree with the Depositary to amend or restate the Deposit Agreement and the Vodafone ADRs without the consent of Vodafone ADS Holders in any respect which they may deem necessary or desirable. If the amendment or restatement imposes or increases fees or charges (except for taxes and governmental charges, registration fees, cable, telex or fax transmission costs, delivery costs or other such expenses) or otherwise prejudices any substantial existing right of Vodafone ADS Holders, it will only become effective 30 days after notice of such amendment or restatement has been given to Vodafone ADS Holders. Under the Deposit Agreement, notice of any amendment or restatement to the Deposit Agreement or any Vodafone ADR need not describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice will not render such notice invalid so long as, in each such case, the notice given to the Vodafone ADS Holders identifies a means for such holders to retrieve or receive the text of such amendment or restatement. At the time an amendment or restatement becomes effective, a Vodafone ADS Holder is considered, by continuing to hold Vodafone ADSs, to have agreed to the amendment or restatement and to be bound by the Deposit Agreement as amended. However, if any governmental body adopts new laws, rules or regulations requiring an amendment or restatement of the Deposit Agreement to comply therewith, the Company and the Depositary may amend the Deposit Agreement and any Vodafone ADRs, which amendment or restatement may become effective before a notice of such amendment or restatement is given to Vodafone ADS Holders. However, no amendment or restatement will impair a Vodafone ADS Holder’s right to receive the Vodafone Ordinary Shares (or any other securities, property or cash) underlying such holder’s Vodafone ADSs in exchange for such holder’s Vodafone ADSs, except in order to comply with applicable provisions of any mandatory laws.

Termination

The Deposit Agreement will be terminated by the Depositary if the Company asks it to do so, in which case the Depositary must notify Vodafone ADS Holders at least 30 days before termination. If at any time after 60 days have expired since (y) the Company has delivered a notice of removal to the Depositary, a successor depositary has not been appointed by the Company and accepted its appointment, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Vodafone ADS Holders then outstanding at least 30 days before termination. the Depositary may terminate the Deposit Agreement without notice to the Company, but subject to giving 30 days’ notice to the Holders, under the following circumstances: (i) in the event of the Company’s bankruptcy or insolvency, (ii) if the Shares cease to be listed on an internationally recognized stock exchange, (iii) if the Company effects (or will effect) a redemption of all or substantially all of the Deposited Securities, or a cash or share distribution representing a return of all or substantially all of the value of the Deposited Securities, or (iv) there occurs a merger, consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of Deposited Securities. The Depositary shall endeavor to provide the Company with a courtesy copy of any termination notice provided to Holders under the immediately preceding sentence.

If any Vodafone ADSs remain outstanding after termination, (i) the Vodafone ADS Holders will be entitled to receive the underlying securities upon surrender of the Vodafone ADSs and payment of all fees, expenses, taxes and governmental charges, and (ii) the Depositary will stop registering the transfer of Vodafone ADSs, will stop distributing dividends to Vodafone ADS Holders, and will not give any further notices or do anything else under the Deposit Agreement other than:

collect dividends and distributions on the Vodafone Ordinary Shares (or any other securities, property or cash) underlying the Vodafone ADSs;
sell rights and other properties received in respect of Vodafone Ordinary Shares (or any other securities, property or cash) underlying the Vodafone ADSs as provided in the Deposit Agreement; and
deliver the Vodafone Ordinary Shares (or any other securities, property or cash) underlying the Vodafone ADSs, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for the Vodafone ADSs surrendered to the


Depositary (after deducting, in each case, the fee of the Depositary for the surrender of Vodafone ADSs, any expenses for the account of the Vodafone ADS Holder in accordance with the terms of the Deposit Agreement, and any applicable taxes or governmental charges).

At any time after six months from the date of termination of the Deposit Agreement, the Depositary may sell any remaining deposited Vodafone Ordinary Shares (or any other securities, property or cash) underlying Vodafone ADSs. After that, the Depositary will hold the money it received on the sale, as well as any cash it is holding under the Deposit Agreement, unsegregated for the pro rata benefit of the Vodafone ADS Holders that have not surrendered their Vodafone ADSs. The Depositary will not invest the money and has no liability for interest. After making such sale, the Depositary’s only obligations to Vodafone ADS Holders will be to account for the money and cash (net of all applicable fees, expenses, taxes and governmental charges payable by Vodafone ADS Holders under the terms of the Deposit Agreement). After termination, the Company’s only obligations will be with respect to indemnification of, and to pay specified amounts to, the Depositary. The obligations under the terms of the Deposit Agreement of Vodafone ADS Holders outstanding as of the termination date will survive the termination date and will be discharged only when the applicable Vodafone ADSs are presented by their Vodafone ADS Holders to the Depositary for cancellation and such Vodafone ADS Holder has satisfied all of its obligations under the terms of the Deposit Agreement.

Withdrawal and Cancellation

A Vodafone ADS Holder may withdraw the Vodafone Ordinary Shares (or any other securities, property or cash) underlying such holder’s Vodafone ADSs upon surrender of such holder’s Vodafone ADSs for such purpose to the Depositary. The Depositary may require proper endorsement in blank of such ADR (or duly executed instruments of transfer thereof in blank) and the Holder’s written order directing the Depositary to cause the Deposited Securities represented by the ADSs evidenced by such ADR to be withdrawn and delivered to, or upon the written order of, any person designated in such order (a “Withdrawal Order”). Directions from the Depositary to the Custodian to deliver Deposited Securities shall be given by letter, first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by SWIFT, cable, telex or facsimile transmission. Upon payment of the Depositary’s fees and of any taxes and governmental charges payable in connection with such surrender and withdrawal, and subject to the terms and conditions of the Deposit Agreement, the Company’s constituent documents, any other provisions of or governing the Vodafone Ordinary Shares (or any other securities, property or cash underlying the holder’s Vodafone ADSs), and other applicable laws, any deposited Vodafone Ordinary Shares (or any other securities, property or cash) underlying such holder’s Vodafone ADSs that have been surrendered to the Depositary will be delivered, as promptly as practicable, to such Vodafone ADS Holder at the office of the Custodian or through book-entry delivery of the amount of Vodafone Ordinary Shares represented by the Vodafone ADSs surrendered to the Depositary, except that the Depositary may deliver any dividends or distributions, or the proceeds of any sales of dividends, distributions or rights, at the principal office of the Depositary.

Limitations on Obligations and Liability to ADS Holders

The Deposit Agreement expressly limits the obligations and liabilities of the Company, the Depositary and any custodian to the Vodafone ADS Holders. These limitations include, among other things, that the Company and the Depositary:

are obligated only to take the actions specifically set forth in the Deposit Agreement without gross negligence or willful misconduct;
have no obligation to become involved in a lawsuit or proceeding related to the Vodafone Ordinary Shares (or any other securities, property or cash) underlying the Vodafone ADSs or the Vodafone ADRs unless they are indemnified to their satisfaction;
are not liable for any consequential or punitive damages or any action or non-action by it in reliance upon any advice of or information from any legal counsel, accountants, any person depositing Vodafone


Ordinary Shares, any Vodafone ADS Holder or any other person whom they believe in good faith is competent to give them that advice or information;

may rely and will be protected in action upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties; and
are not liable to Holders or beneficial owners of Vodafone ADSs or third parties for any special, consequential, indirect or punitive damages for any breach of the terms of the Deposit Agreement or otherwise.

In addition, the Company, the Depositary and their respective directors, officers, employees, agents or affiliates are not liable to any holder or beneficial owner of Vodafone ADSs:

if the Depositary or the Company is prevented, delayed or forbidden from, or is subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of the Deposit Agreement or the Vodafone Ordinary Shares (or any other securities, property or cash underlying the Vodafone ADSs) it is provided will be done or performed by reason of any provision of any present or future law or regulation of the U.S. or any other country, or of any governmental or regulatory authority or stock exchange or inter-dealer quotation system, or by reason of any provision, present or future, of the Articles of Association, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or other circumstances beyond its control;
by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement; or
for the inability of any holder or beneficial owner of Vodafone ADSs to benefit from any distribution, offering, right or other benefit which is made available to Vodafone Shareholders (or of any other securities, property or cash underlying the Vodafone ADSs) but is not, under the terms of the Deposit Agreement, made available to ADS Holders or beneficial owners of Vodafone ADSs.

Additionally, the Depositary will not be liable for, among other things:

any acts or omissions made by a predecessor or successor depositary, so long as the Depositary performed its obligations without gross negligence or willful misconduct while it acted as the Depositary;
any acts or omissions of any securities depository, clearing agency or settlement system in connection with book-entry settlement of Vodafone Ordinary Shares or otherwise;
any failure to carry out any instructions to vote any of the Vodafone Ordinary Shares represented by the Vodafone ADSs, or for the manner in which any such vote is cast, if such action or non-action is in good faith, or for the effect of any such vote;
the Depositary’s failure to determine that any distribution or action is lawful or reasonably practicable if such determination of practicability is made without bad faith;
the content of any information received from the Company for distribution to the Vodafone ADS Holders or any inaccuracy of any translation thereof;
any investment risk associated with acquiring an interest in, or the validity of worth of, the Vodafone Ordinary Shares (or any other securities, property or cash underlying Vodafone ADSs);
any tax consequences that may result from the ownership of Vodafone ADSs, Vodafone Ordinary Shares or any other securities, property or cash underlying Vodafone ADSs;
the credit-worthiness of any third party;
allowing any rights to lapse in accordance with the terms of the Deposit Agreement;
the failure or timeliness of any notice from the Company; or


any action of or failure to act by, or any information provided or not provided by, the Depository Trust Company (“DTC”) or any DTC participant.

Debt Securities

Each series of notes listed on the NASDAQ Stock Market LLC and set forth on the cover page to Vodafone’s annual report on Form 20-F for the year ended March 31, 2022 has been issued by Vodafone Group Plc (collectively, the “Debt Securities”). Each of these series of Debt Securities were issued pursuant to an effective registration statement and a related prospectus and prospectus supplement (if applicable) setting forth the terms of the relevant series of notes.

The following table sets forth the aggregate principal amount outstanding, date of issuance and file number of the registration statements for each relevant series of Debt Securities. The 2.500% Notes due September 2022, 2.950% Notes due February 2023, 3.750% Notes due 16 January 2024, Floating Rate Notes due January 2024, 4.125% Notes due 30 May 2025, 4.375% Notes due 30 May 2028, 6.250% Notes due February 2032, 6.150% Notes due February 2037, 5.000% Notes due 30 May 2038, 4.375% Notes due February 2043, 5.250% Notes due 30 May 2048, 4.875% Notes due 19 June 2049, 4.250% Notes due 17 September 2050, and 5.125% Notes due 19 June 2059 are collectively defined as, the “Notes.” The NC5.25 Capital Securities due 2081, NC10 Capital Securities due 2081, and NC30 Capital Securities due 2081 are collectively defined as, the “2081 Capital Securities.” The Capital Securities due April 2079 and the 2081 Capital Securities are collectively defined as, the “Capital Securities.”

Series

    

Aggregate Principal
Amount Outstanding

    

Date of Issuance

    

Registration Statement
File No.

2.500% Notes due September 2022

1,000,000,000

September 26, 2012

333-168347

2.950% Notes due February 2023

1,600,000,000

February 19, 2013

333-168347

3.750% Notes due 16 January 2024

2,000,000,000

May 30, 2018

333-219583

Floating Rate Notes due January 2024

1,000,000,000

May 30, 2018

333-219583

4.125% Notes due 30 May 2025

1,500,000,000

May 30, 2018

333-219583

4.375% Notes due 30 May 2028

3,000,000,000

May 30, 2018

333-219583

6.250% Notes due February 2032

495,000,000

November 30, 2002

333-10762

6.150% Notes due February 2037

500,000,000

February 27, 2007

333-144978

5.000% Notes due 30 May 2038

1,000,000,000

May 30, 2018

333-219583

4.375% Notes due February 2043

1,400,000,000

February 19, 2013

333-168347

5.250% Notes due 30 May 2048

3,000,000,000

May 30, 2018

333-219583

4.875% Notes due 19 June 2049

1,750,000,000

June 19, 2019

333-219583

4.250% Notes due 17 September 2050

1,500,000,000

September 17, 2019

333-219583

5.125% Notes due 19 June 2059

500,000,000

June 19, 2019

333-219583

Capital Securities due April 2079

2,000,000,000

April 4, 2019

333-219583

NC5.25 Capital Securities due 2081

500,000,000

June 4, 2021

333-240163

NC10 Capital Securities due 2081

1,000,000,000

June 4, 2021

333-240163

NC30 Capital Securities due 2081

950,000,000

June 4, 2021

333-240163

Descriptions of the Debt Securities

The summary set out below of the general terms and provisions of the Debt Securities does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the definitions and provisions of the Indenture (as defined below) and the form of the instrument representing each series of Debt Securities. Certain terms, unless otherwise defined herein, have the meaning given to them in the Indenture. All references to the “Indenture” are to the indenture, dated as of February 10, 2000, between the Company and Citibank, N.A., as Trustee, including forms of debt securities. The Bank of New York Mellon became the successor trustee (the “Trustee”) to Citibank, N.A. pursuant to an Agreement of Resignation, Appointment and Acceptance, dated as of July 24, 2007, by and among the Company, The Bank of New York Mellon and Citibank, N.A.


As required by U.S. federal law for all bonds and notes of companies that are publicly offered, any debt securities, including the Debt Securities, are governed by an indenture. The Indenture is a contract entered into between the Company and The Bank of New York Mellon, which acts as trustee.

The Trustee has two main roles:

First, the Trustee can enforce your rights against the Company if it defaults, although there are some limitations on the extent to which the Trustee acts on your behalf that are described below; and
Second, the Trustee performs administrative duties for the Company, such as sending interest payments and notices to you and transferring your Debt Securities to a new buyer if you sell.

The Indenture and its associated documents contain the full legal text of the matters described in this section. New York law governs the Indenture and the Notes, except for certain events of default described in the Indenture, which are governed by English law. The Company has filed a copy of the Indenture with the SEC as an exhibit to its registration statement.

Section references below refer to sections of the Indenture.

Descriptions of the Notes

2.500% Notes due September 2022

The following terms are applicable to the 2.500% Notes due September 2022:

Title: 2.500% Notes due September 2022.
Total principal amount outstanding: $1,000,000,000.
Issue date: September 26, 2012.
Maturity date: The Company will repay the 2.500% Notes due September 2022 on September 26, 2022 at 100% of their principal amount plus accrued and unpaid interest.
Interest rate: 2.50% per annum.
Interest payment dates: Semi-annually on March 26 and September 26 of each year, commencing March 26, 2013 up to and including the maturity date for the 2.500% Notes due September 2022, subject to the applicable business day convention.
Optional make-whole redemption: The Company has the right to redeem the 2.500% Notes due September 2022, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of such 2.500% Notes due September 2022 plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the 2.500% Notes due September 2022 (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 15 basis points.

2.950% Notes due February 2023

The following terms are applicable to the 2.950% Notes due February 2023:

Title: 2.950% Notes due February 2023.
Total principal amount outstanding: $1,600,000,000.


Issue date: February 19, 2013.
Maturity date: The Company will repay the 2.950% Notes due February 2023 on February 19, 2023 at 100% of their principal amount plus accrued and unpaid interest.
Interest rate: 2.950% per annum.
Interest payment dates: Semi-annually on February 19 and August 19 of each year, commencing August 19, 2013 up to and including the maturity date for the 2.950% Notes due February 2023, subject to the applicable business day convention.
Optional make-whole redemption: The Company has the right to redeem the 2.950% Notes due February 2023, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of such 2.950% Notes due February 2023 plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the 2.950% Notes due February 2023 (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 15 basis points.

3.750% Notes due January 2024

The following terms are applicable to the 3.750% Notes due January 2024:

Title: 3.750% Notes due January 2024
Total principal amount outstanding: $2,000,000,000.
Issue date: May 30, 2018.
Maturity date: The Company will repay the 3.750% Notes due January 2024 on January 16, 2024 at 100% of their principal amount, plus accrued and unpaid interest.
Interest rate: 3.750% per annum.
Interest payment dates: Semi-annually on January 16 and July 16 of each year, commencing January 16, 2019 (long first coupon) up to and including the maturity date for the 3.750% Notes due January 2024, subject to the applicable business day convention.
Optional make-whole redemption: The Company has the right to redeem the 3.750% Notes due January 2024, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of such 3.750% Notes due January 2024plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such 3.750% Notes due January 2024 (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 20 basis points.
Redemption or Repurchase Following a Change of Control: If a Change of Control Put Event (as defined below) occurs, then the holder of a 3.750% Note due January 2024 will have the option to require the Company to redeem or, at the Company’s option, purchase (or procure the purchase of) such 3.750% Note due January 2024 at an optional redemption amount equal to 101% of the aggregate principal amount of the 3.750% Note due January 2024, plus accrued and unpaid interest on such 3.750% Note due January 2024to the date of redemption, according to the terms and limitations described in the prospectus.

A “Change of Control Put Event” will be deemed to occur if:

(i)

any person or any persons acting in concert (as defined in the United Kingdom’s City Code on Takeovers and Mergers), other than a holding company (as defined in Section 1159 of the Companies Act 2006 as amended) whose shareholders are or are to be substantially similar to the pre-existing


Vodafone Shareholders, shall become interested (within the meaning of Part 22 of the Companies Act 2006 as amended) in (A) more than 50% of the issued or allotted ordinary share capital of the Company or (B) shares in the capital of the Company carrying more than 50% of the voting rights normally exercisable at a general meeting of the Company (each such event, a “Change of Control”); provided that, no Change of Control shall be deemed to occur if the event which would otherwise have constituted a Change of Control occurs or is carried out by an extraordinary resolution; and

(ii)

the long-term debt of the Company has been assigned:

(A)

an investment grade credit rating (Baa3/BBB—, or their respective equivalents, or better) (an “Investment Grade Rating”), by any Rating Agency (as defined below) at the invitation of the Company; or

(B)

where there is no rating from any Rating Agency assigned at the invitation of the Company, an Investment Grade Rating by any Rating Agency of its own volition, and;

(x)

such rating is, within the Change of Control Period (as defined below), either downgraded to a non-investment grade credit rating (Ba1/BB+, or their respective equivalents, or worse) (a “Non-Investment Grade Rating”) or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to an Investment Grade Rating by such Rating Agency;

(y)

and there remains no other Investment Grade Rating of the long-term debt of the Company from any other Rating Agency; and

(iii)

in making any decision to downgrade or withdraw an Investment Grade Rating pursuant to paragraph (ii) above, the relevant Rating Agency announces publicly or confirms in writing to the Company that such decision(s) resulted, in whole or in part, from the occurrence of the relevant Change of Control.

Further, if at the time of the occurrence of the relevant Change of Control the long-term debt of the Company is not assigned an Investment Grade Rating by any Rating Agency, a Change of Control Put Event will be deemed to occur upon the occurrence of a Change of Control alone.

Promptly upon the Company becoming aware that a Change of Control Put Event has occurred the Company shall, and the Trustee if so requested by the holders of at least one-quarter in nominal amount of the 3.750% Notes due January 2024 then outstanding or if so directed by an extraordinary resolution of the holders of 3.750% Notes due January 2024, shall (subject in each case to the Trustee being indemnified and/or secured to its satisfaction) give notice (a “Change of Control Put Event Notice”) to the holders of 3.750% Notes due January 2024 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option.

To exercise the Change of Control Put Option, the holder of a 3.750% Note due January 2024 must (in the case of bearer debt securities) deposit such 3.750% Note due January 2024 with any Paying Agent or (in the case of registered 3.750% Notes due January 2024) deposit the certificate representing such 3.750% Note due January 2024 with the security registrar at its specified office, in each case at any time during normal business hours of such Paying Agent or security registrar (all as defined in the 3.750% Note due January 2024), as the case may be, falling within the period (the “Put Period”) of 30 days after a Change of Control Put Event Notice is given, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent or security registrar, as the case may be (a “Change of Control Put Notice”). No 3.750% Note due January 2024 or certificate so deposited and option so exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Company. The Company shall redeem or purchase (or procure the purchase of) the relevant 3.750% Notes due January 2024 on the Put Date unless previously redeemed (or purchased) and cancelled.

If 80% or more in nominal amount of the 3.750% Notes due January 2024 then outstanding have been redeemed or purchased, the Company may, on giving not less than 30 nor more than 60 days’ notice to the holders of 3.750% Notes due January 2024 (such notice being given within 30 days after the Put Date), redeem or purchase (or procure the purchase of), at its option, all of the remaining outstanding 3.750% Notes due January 2024 at the


optional redemption amount, together with interest (if any) accrued to (but excluding) the date fixed for such redemption or purchase.

If the rating designations employed by either Moody’s or S&P are changed from those which are described in paragraph (ii) of the definition of “Change of Control Put Event” above, or if a rating is procured from a Substitute Rating Agency (as defined below), the Company shall determine the rating designations of Moody’s or S&P or such Substitute Rating Agency (as appropriate) as are most equivalent to the prior rating designations of Moody’s or S&P and this section shall be construed accordingly.

The Trustee is under no obligation to ascertain whether a Change of Control Put Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Put Event or Change of Control has occurred, and, until it shall have actual knowledge or notice pursuant to the trust deed to the contrary, the Trustee may assume that no Change of Control Put Event or Change of Control or other such event has occurred.

“Change of Control Period” means the period commencing upon a Change of Control and ending 90 days after the Change of Control (or such longer period for which the 3.750% Notes due January 2024 are under consideration (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review, such period not to exceed 60 days after the public announcement of such consideration); and

“Rating Agency” means Moody’s Investors Service España S.A. (“Moody’s”) or Standard & Poor’s Credit Market Services Europe Limited (“S&P”) or any of their respective affiliates or successors or any rating agency (a “Substitute Rating Agency”) substituted for any of them by the Company from time to time.

Floating Rate Notes due January 2024

The following terms are applicable to the Floating Rate Notes due January 2024:

Title: Floating Rate Notes due January 2024.
Total principal amount outstanding: $1,000,000,000.
Issue date: May 30, 2018.
Maturity date: The Company will repay the Floating Rate Notes due January 2024 on January 16, 2024 at 100% of their principal amount, plus accrued and unpaid interest.
Interest rate: The interest rate for the period from May 30, 2018 to, but excluding, the first interest reset date will be the initial base rate, as adjusted by adding the spread. Thereafter, the interest rate will be the base rate, as adjusted by adding the spread. The interest rate will be reset quarterly on each interest reset date.
Initial Base Rate: Three-month U.S. dollar LIBOR, as determined on May 30, 2018.
Base Rate: Three-month U.S. dollar LIBOR.
Three-Month U.S. Dollar LIBOR: “Three-month U.S. dollar LIBOR” means the London interbank offered rate for deposits in U.S. dollars for a three-month period, as that rate appears on Reuters screen page “LIBOR01” at approximately 11:00 a.m., London time, on any interest determination date.
If no offered rate appears on Reuters screen page “LIBOR01” on the relevant interest determination date at approximately 11:00 a.m., London time, then the Company will select and identify to the calculation agent four major banks in the London interbank market, and the calculation agent will request the principal London offices of each of such banks to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time for the applicable interest period. If at least two quotations are provided, three-month U.S. dollar LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001 of1%) of the quotations provided. If less than two quotes are provided, the Company will select and identify to the calculation agent three major banks in New York City, and the calculation agent will request each of such banks to provide a quotation of the rate offered by it at approximately 11:00


a.m., New York City time, on the interest determination date for loans in U.S. dollars to leading European banks for a three month period for the applicable interest period in an amount of at least $1,000,000. If three quotations are provided, three-month U.S. dollar LIBOR will be the arithmetic average of the quotations provided. Otherwise, the rate of interest for the next succeeding interest period will be equal to the rate of interest last determined in relation to the notes in respect of the preceding interest period, or, in the case of the first interest determination date prior to the first interest reset date, the initial base rate.

Notwithstanding the foregoing, if the Company determines on or prior to the relevant interest determination date, after consultation with an investment bank of national standing selected by us in its sole discretion, that three-month U.S. dollar LIBOR has been discontinued or ceased to be administered, then the Company will appoint in its sole discretion an investment bank of national standing to determine whether there is a substitute or successor base rate to three-month U.S. dollar LIBOR that is consistent with accepted market practice. If such investment bank of national standing determines that there is such a substitute or successor base rate, the calculation agent shall use such substitute or successor base rate. In such case, the calculation agent will implement changes to the business day convention, the definition of business day, the interest determination date and any method for obtaining the substitute or successor base rate if such rate is unavailable on the relevant business day, in a manner that is consistent with industry accepted practices for such substitute or successor base rate, all as determined and directed by such investment bank of national standing; provided, however, that the calculation agent shall not be required to implement any such changes that affects its own rights, duties or immunities under the indenture, the calculation agent agreement or otherwise. If such investment bank of national standing determines that there is no such substitute or successor base rate as so provided above, the rate of interest for the next succeeding interest period will be equal to the rate of interest last determined in relation to the notes in respect of the preceding interest period.
Spread: Plus 0.990%
Interest payment dates: Quarterly on January 16, April 16, July 16 and October 16 of each year, commencing July 16, 2018, up to and including the maturity date for the Tranche 6 Notes, subject to the applicable business day convention.
Interest Reset Dates: Starting with the interest period scheduled to commence on July 16, 2018, the interest reset date for each interest period will be the first day of such interest period, subject to the applicable business day convention.
Interest Determination Date: The interest determination date relating to a particular interest reset date will be the second London business day preceding such interest reset date.
Calculation Agent: The Bank of New York Mellon, London Branch, or its successor appointed by us.
Redemption or Repurchase Following a Change of Control: If a Change of Control Put Event occurs, then the holder of a Floating Rate Note due January 2024 will have the option to require the Company to redeem or, at the Company’s option, purchase (or procure the purchase of) such Floating Rate Note due January 2024 at an optional redemption amount equal to 101% of the aggregate principal amount of such Floating Rate Note due January 2024, plus accrued and unpaid interest on such Floating Rate Note due January 2024 to the date of redemption, according to the terms and limitations described above under “—3.750% Notes due January 2024—Redemption or Repurchase Following a Change of Control” as applied to the Floating Rate Notes due January 2024.

4.125% Notes due May 2025

The following terms are applicable to the 4.125% Notes due May 2025:

Title: 4.125% Notes due May 2025.
Total principal amount outstanding: $1,500,000,000.
Issue date: May 30, 2018.


Maturity date: The Company will repay the 4.125% Notes due May 2025 on May 30, 2025 at 100% of their principal amount, plus accrued and unpaid interest.
Interest rate: 4.125% per annum.
Interest payment dates: Semi-annually on May 30 and November 30 of each year, commencing November 30, 2018 up to and including the maturity date for the 4.125% Notes due May 2025, subject to the applicable business day convention.
Business day convention: Following, Unadjusted.
Day count fraction: 30/360
Optional make-whole redemption: The Company has the right to redeem the 4.125% Notes due May 2025, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of such 4.125% Notes due May 2025 plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such 4.125% Notes due May 2025 (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 20 basis points.
Redemption or Repurchase Following a Change of Control: If a Change of Control Put Event occurs, then the holder of a 4.125% Note due May 2025 will have the option to require the Company to redeem or, at the Company’s option, purchase (or procure the purchase of) such 4.125% Note due May 2025 at an optional redemption amount equal to 101% of the aggregate principal amount of such 4.125% Note due 2025, plus accrued and unpaid interest on such 4.125% Note due May 2025 to the date of redemption, according to the terms and limitations described above under “—3.750% Notes due January 2024—Redemption or Repurchase Following a Change of Control” as applied to the 4.125% Notes due May 2025.

4.375% Notes due May 2028

The following terms are applicable to the 4.375% Notes due May 2028:

Title: 4.375% Notes due May 2028.
Total principal amount outstanding: $3,000,000,000.
Issue date: May 30, 2018.
Maturity date: The Company will repay the 4.375% Notes due May 2028 on May 30, 2028 at 100% of their principal amount, plus accrued and unpaid interest.
Interest rate: 4.375% per annum.
Interest payment dates: Semi-annually on May 30 and November 30 of each year, commencing November 30, 2018 up to and including the maturity date for the 4.375% Notes due May 2028, subject to the applicable business day convention.
Business day convention: Following, Unadjusted.
Day count fraction: 30/360
Optional make-whole redemption: The Company has the right to redeem the 4.375% Notes due May 2028, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of such 4.375% Notes due May 2028 plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such 4.375% Notes due May 2028 (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 25 basis points.


Redemption or Repurchase Following a Change of Control: If a Change of Control Put Event occurs, then the holder of a 4.375% Note due May 2028 will have the option to require the Company to redeem or, at the Company’s option, purchase (or procure the purchase of) such Note at an optional redemption amount equal to 101% of the aggregate principal amount of such 4.375% Note due May 2028, plus accrued and unpaid interest on such Note to the date of redemption, according to the terms and limitations described above under “—3.750% Notes due January 2024—Redemption or Repurchase Following a Change of Control” as applied to the 4.375% Note due May 2028.

6.250% Notes due February 2032

The following terms are applicable to the 6.250% Notes due February 2032:

Title: 6.250% Notes due February 2032.
Total principal amount outstanding: $495,000,000.
Notes: $495,000,000 principal amount of 6.25% Notes due 2032.
Issue Date: November 30, 2002.
Maturity: The Company will repay the 6.250% Notes due 2032at 100% of their principal amount plus accrued interest on November 30, 2032.
Interest payment dates: Semi-annually on May 30 and November 30.
First interest payment date: May 30, 2003.
Optional make-whole redemption: The Company has the right to redeem the 6.250% Notes due 2032, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of the 6.250% Notes due February 2032plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the 6.250% Notes due 2032 (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 20 basis points, plus accrued interest to the date of redemption.

6.150% Notes due February 2037

The following terms are applicable to the 6.150% Notes due February 2037:

Title: 6.150% Notes due February 2037.
Total principal amount outstanding: $500,000,000.
Issue date: February 27, 2007.
Maturity date: The Company will repay the 6.150% Notes due February 2037 on February 27, 2037 at 100% of their principal amount plus accrued interest.
Interest rate: 6.150% per annum.
Interest payment dates: Semi-annually on February 27 and August 27 of each year, commencing August 27, 2007, up to and including the maturity date for the 6.150% Notes due February 2037, subject to the applicable business day convention.
Business day convention: Following.
Day count fraction: 30/360


Optional make-whole redemption: The Company has the right to redeem the 6.150% Notes due February 2037, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of such 6.150% Notes due February 2037 plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such 6.150% Notes due February 2037 (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-daymonths) at the adjusted treasury rate, plus 25 basis points, together with accrued interest to the date of redemption.

5.000% Notes due May 2038

The following terms are applicable to the 5.000% Notes due May 2038:

Title: 5.000% Notes due May 2038.
Total principal amount outstanding: $1,000,000,000.
Issue date: May 30, 2018.
Maturity date: The Company will repay the 5.000% Notes due May 2038 on May 30, 2038 at 100% of their principal amount, plus accrued and unpaid interest.
Interest rate: 5.000% per annum.
Interest payment dates: Semi-annually on May 30 and November 30 of each year, commencing November 30, 2018 up to and including the maturity date for the 5.000% Notes due May 2038, subject to the applicable business day convention.
Business day convention: Following, Unadjusted.
Day count fraction: 30/360
Optional make-whole redemption: The Company has the right to redeem the 5.000% Notes due May 2038, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of such 5.000% Notes due May 2038plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such 5.000% Notes due May 2038 (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 30 basis points.
Redemption or Repurchase Following a Change of Control: If a Change of Control Put Event occurs, then the holder of a 5.000% Note due May 2038 will have the option to require the Company to redeem or, at the Company’s option, purchase (or procure the purchase of) such 5.000% Note due May 2038 at an optional redemption amount equal to 101% of the aggregate principal amount of such 5.000% Note due May 2038, plus accrued and unpaid interest on such 5.000% Note due May 2038 to the date of redemption, according to the terms and limitations described above under “—3.750% Notes due January 2024—Redemption or Repurchase Following a Change of Control” as applied to the 5.000% Note due May 2038 series of Notes.

4.375% Notes due February 2043

The following terms are applicable to the 4.375% Notes due February 2043:

Title: 4.375% Notes due February 2043.
Total principal amount outstanding: $1,400,000,000.


Issue date: February 19, 2013.
Maturity date: The Company will repay the 4.375% Notes due February 2043 on February 19, 2043 at 100% of their principal amount plus accrued and unpaid interest.
Interest rate: 4.375% annum.
Interest payment dates: Semi-annually on February 19 and August 19 of each year, commencing August 19, 2013 up to and including the maturity date for the 4.375% Notes due February 2043, subject to the applicable business day convention.
Business day convention: Following, Unadjusted.
Optional make-whole redemption: The Company has the right to redeem the 4.375% Notes due February 2043, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of such 4.375% Notes due February 2043 plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such 4.375% Notes due February 2043 (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 20 basis points.

5.250% Notes due May 2048

The following terms are applicable to the 5.250% Notes due May 2048:

·

Title: 5.250% Notes due May 2048.

·

Total principal amount outstanding: $3,000,000,000.

·

Issue date: May 30, 2018.

·

Maturity date: The Company will repay the 5.250% Notes due May 2048 on May 30, 2048 at 100% of their principal amount, plus accrued and unpaid interest.

·

Interest rate: 5.250% per annum.

·

Interest payment dates: Semi-annually on May 30 and November 30 of each year, commencing November 30, 2018 up to and including the maturity date for the 5.250% Notes due May 2048, subject to the applicable business day convention.

·

Business day convention: Following, Unadjusted.

·

Day count fraction: 30/360

·

Optional make-whole redemption: The Company has the right to redeem the 5.250% Notes due May 2048, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of such 5.250% Notes due May 2048 plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such 5.250% Notes due May 2048 (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 35 basis points.

·

Redemption or Repurchase Following a Change of Control: If a Change of Control Put Event occurs, then the holder of a 5.250% Note due May 2048 will have the option to require the Company to redeem or, at the Companys option, purchase (or procure the purchase of) such 5.250% Note due May 2048 at an optional redemption amount equal to 101% of the aggregate principal amount of such Note, plus accrued and unpaid interest on such Note to the date of redemption, according to the terms and limitations described above under “—3.750% Notes due January 2024Redemption or Repurchase Following a Change of Control as applied to the 5.250% Notes due May 2048.


4.875% Notes due June 2049

The following terms are applicable to the 4.875% Notes due June 2049:

·

Title: 4.875% Notes due June 2049.

·

Total principal amount outstanding: $1,750,000,000.

·

Issue date: June 19, 2019.

·

Maturity date: The Company will repay the 4.875% Notes due June 2049 on June 19, 2049 at 100% of their principal amount, plus accrued and unpaid interest.

·

Interest rate: 4.875% per annum.

·

Interest payment dates: Semi-annually on June 19 and December 19 of each year, commencing December 19, 2019 up to and including the maturity date for the 4.875% Notes due June 2049, subject to the applicable business day convention.

·

Business day convention: Following, Unadjusted.

·

Day count fraction: 30/360

·

Optional make-whole redemption: The Company has the right to redeem the 4.875% Notes due June 2049, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of such 4.875% Notes due June 2049 plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such 4.875% Notes due June 2049 (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 40 basis points.

4.250% Notes due 17 September 2050

The following terms are applicable to the 4.250% Notes due 17 September 2050.

·

Title: 4.250% Notes due 17 September 2050.

·

Total principal amount outstanding: $1,500,000,000.

·

Issue Date: September 17, 2019.

·

Maturity Date: The Company will repay the 4.250% Notes due 17 September 2050 on September 17, 2050 at 100% of their principal amount, plus accrued and unpaid interest.

·

Interest Rate: 4.25% per annum.

·

Interest Payment Dates: Semi-annually on March 17 and September 17 of each year, commencing March 17, 2020 up to and including the maturity date for the 4.250% Notes due 17 September 2050, subject to the applicable business day convention.

·

Optional Make-Whole Redemption: The Company has the right to redeem the 4.250% Notes due 17 September 2050, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of such 4.250% Notes due 17 September 2050, plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such 4.250% Notes due 17 September 2050 (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 35 basis points.


·

Redemption or Repurchase Following a Change of Control: If a Change of Control Put Event occurs, then the holder of a 4.250% Note due 17 September 2050 will have the option to require the Company to redeem or, at the Companys option, purchase (or procure the purchase of) such 4.250% Note due 17 September 2050 at an optional redemption amount equal to 101% of the aggregate principal amount of such 4.250% Note due 17 September 2050, plus accrued and unpaid interest on such 4.250% Note due 17 September 2050to the date of redemption, according to the terms and limitations described above under “—3.750% Notes due January 2024Redemption or Repurchase Following a Change of Control as applied to the 4.250% Notes due 17 September 2050.

5.125% Notes due June 2059

The following terms are applicable to the 5.125% Notes due June 2059.

·

Title: 5.125% Notes due June 2059.

·

Total principal amount outstanding: $500,000,000.

·

Issue date: June 19, 2019.

·

Maturity date: The Company will repay the 5.125% Notes due June 2059 on June 19, 2059 at 100% of their principal amount, plus accrued and unpaid interest.

·

Interest rate: 5.125% per annum.

·

Interest payment dates: Semi-annually on June 19 and December 19 of each year, commencing December 19, 2019 up to and including the maturity date for the 5.125% Notes due June 2059, subject to the applicable business day convention.

·

Optional make-whole redemption: The Company has the right to redeem the 5.125% Notes due June 2059, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of such 5.125% Notes due June 2059 plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such 5.125% Notes due June 2059 (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 40 basis points.

·

Redemption or Repurchase Following a Change of Control: If a Change of Control Put Event occurs, then the holder of a 5.125% Note due June 2059 will have the option to require the Company to redeem or, at the Companys option, purchase (or procure the purchase of) such 5.125% Note due June 2059at an optional redemption amount equal to 101% of the aggregate principal amount of such 5.125% Note due June 2059, plus accrued and unpaid interest on such 5.125% Note due June 2059to the date of redemption, according to the terms and limitations described above under “—3.750% Notes due January 2024Redemption or Repurchase Following a Change of Control as applied to the 5.125% Notes due June 2059.

Other Terms Applicable to All Notes

The following terms are applicable to all Notes.

·

Guarantee: None.

·

Denomination: The Notes are issued, unless otherwise indicated in the applicable prospectus supplement, in denominations that are even multiples of $1,000.

·

Regular record dates for interest: With respect to each interest payment date, the regular record date for interest on Notes in registered form is the close of business on the Clearing System Business Day prior to the date for payment, where Clearing System Business Day means Monday to Friday, inclusive, except


December 25 and January 1. The regular record date for interest on Notes that are represented by physical certificates is the date that is 15 calendar days prior to such date, whether or not such date is a business day.

·

Payment of additional amounts: The Company intends to make all payments on the Notes without deducting United Kingdom (U.K.) withholding taxes. If any deduction is required on payments to non-U.K. investors, the Company will pay additional amounts on those payments.

·

Optional Tax Redemption: The Company may redeem the Notes before they mature if the Company is obligated to pay additional amounts due to changes on or after the date of the final term sheet in U.K. withholding tax requirements, a merger or consolidation with another entity or a sale or lease of substantially all its assets and other limited circumstances. In that event, the Company may redeem the Notes in whole but not in part on any interest payment date, at a price equal to 100% of their principal amount plus accrued interest to the date fixed for redemption.

·

Ranking: The Notes rank equally with all present and future unsecured and unsubordinated indebtedness of the Company. Because the Company is a holding company, the Notes effectively rank junior to any indebtedness or other liabilities of its subsidiaries.

·

Business Days: For Notes which are fixed rate notes, New York; for Notes which are floating rate notes, London and New York.

·

Business Day Convention:

o

For Notes which are fixed rate notes: Following, Unadjusted.

o

For Notes which are floating rate notes: Modified, Following.

·

Day Count Fraction:

o

For Notes which are fixed rate notes: 30/360.

o

For Notes which are floating rate notes: Actual/360 (ISDA).

·

Trading through DTC (as defined below), Clearstream, Luxembourg and Euroclear: The Company understands that secondary market trading between DTC participants will occur in the ordinary way in accordance with DTCs rules. Secondary market trading will be settled using procedures applicable to U.S. corporate debt obligations in DTCs Same-Day Funds Settlement System.

o

If payment is made in U.S. dollars, settlement will be in same-day funds. If payment is made in a currency other than U.S. dollars, settlement will be free of payment. If payment is made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants involved.

o

The Company understands that secondary market trading between Euroclear and/or Clearstream, Luxembourg participants will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg. Secondary market trading will be settled using procedures applicable to conventional Eurobonds in registered form.

·

Name of depositary: The Depositary Trust Company, commonly referred to as DTC.

·

Sinking fund: There is no sinking fund.

·

Trustee, Calculation Agent and Principal Paying Agent: The Bank of New York Mellon.

·

Governing law and jurisdiction: New York law governs the Indenture and the Notes, except for certain events of default described in the Indenture, which are governed by English law.

·

Adjusted treasury rate: Adjusted treasury rate means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.

·

Comparable treasury issue means the U.S. Treasury security selected by the quotation agent as having a maturity comparable to the remaining term of such Notes to be redeemed that would be utilized, at the time


of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining terms of such Notes.

·

Comparable treasury price means, with respect to any redemption date, the average of the reference treasury dealer quotations for such redemption date.

·

Quotation agent means the reference treasury dealer appointed by the Trustee after consultation with the Company.

·

Reference treasury dealer means any primary U.S. government securities dealer in New York City selected by the Trustee after consultation with the Company.

·

Reference treasury dealer quotations means with respect to each reference treasury dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the comparable treasury issue (expressed as a percentage of its principal amount) quoted in writing to the Trustee by such reference treasury dealer at 5:00 p.m. Eastern Standard Time on the third business day preceding such redemption date.

Additional Mechanics Exchange and Transfer

You may have your Notes broken into more debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed. This is called an exchange. (Section 305)

In the case of registered Notes, you may exchange or transfer your registered Notes at the office of the Trustee. The Trustee acts as its agent for registering Notes in the names of holders and transferring registered Notes. The Company may change this appointment to another entity or perform the service itself. The entity performing the role of maintaining the list of registered holders is called the “security registrar”. It will also register transfers of the registered Notes. However, you may not exchange registered Notes for bearer Notes. (Section 305)

You will not be required to pay a service charge to exchange or transfer Notes, but you may be required to pay any tax or other governmental charge associated with the exchange or transfer. The exchange or transfer of a registered Note will only be made if the security registrar is satisfied with your proof of ownership.

If the Company designates additional transfer agents, they will be named in the applicable prospectus supplement. The Company may cancel the designation of any particular transfer agent. The Company may also approve a change in the office through which any transfer agent acts. (Section 1002)

If the Notes are redeemable and the Company redeems less than all of the Notes of a particular series, the Company may block the exchange or transfer of the Notes in order to freeze the list of holders to prepare the mailing during the period beginning 15 days before the day the Company mail the notice of redemption and ending on the day of that mailing. The Company may also refuse to register exchanges or transfers of the Notes selected for redemption. However, the Company will continue to permit exchanges and transfers of the unredeemed portion of any Note being partially redeemed. (Section 305)

Payment and Paying Agents

If your Notes are in registered form, the Company will pay interest to you if you are a direct holder listed in the Trustee’s records at the close of business on a particular day in advance of each due date for interest, even if you no longer own the security on the interest due date. That particular day, usually the Clearing System Business Day immediately prior to the interest due date, is called the “regular record date” and will be stated in the prospectus supplement. (Section 307)

The Company will pay interest, principal and any other money due on the registered Notes at the corporate trust office of the Trustee in New York City. That office is currently located at 101 Barclay Street, 7E, New York, NY 10286.


Interest on global securities will be paid to the holder thereof by wire transfer of same-day funds.

Holders buying and selling the Notes must work out between them how to compensate for the fact that the Company will pay all the interest for an interest period to, in the case of registered Notes, the one who is the registered holder on the regular record date or, in the case of bearer Notes, to the bearer. The most common manner is to adjust the sales price of the Notes to pro rate interest fairly between buyer and seller. This prorated interest amount is called “accrued interest”. The paying agent for a particular series will be set forth in the prospectus supplement establishing that series.

Notices

The Company and the Trustee will send notices only to direct holders, using their addresses as listed in the Trustee’s records. (Sections 101 and 106)

Regardless of who acts as paying agent, all money that the Company pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us upon its request. After that two-year period, direct holders may look only to us for payment and not to the Trustee, any other paying agent or anyone else. (Section 1003)

Special Situations

Mergers and Similar Events

The Company is generally permitted to consolidate or merge with another entity. The Company is also permitted to sell or lease substantially all of its assets to another entity or to buy or lease substantially all of the assets of another entity. No vote by holders of the Notes approving any of these actions is required, unless as part of the transaction the Company makes changes to the Indenture requiring your approval, as described later under “—Modification and Waiver”. The Company may take these actions as part of a transaction involving outside third parties or as part of an internal corporate reorganization. The Company may take these actions even if they result in:

·

a lower credit rating being assigned to the Notes; or

·

additional amounts becoming payable in respect of withholding tax, and the Notes thus being subject to redemption at its option, as described below under “—Optional Tax Redemption.

·

The Company has no obligation under the Indenture to seek to avoid these results, or any other legal or financial effects that are disadvantageous to you, in connection with a merger, consolidation or sale or lease of assets that is permitted under the Indenture. However, the Company may not take any of these actions unless all the following conditions are met:

·

If the Company merges out of existence or sell or lease its assets, the other entity must assume its obligations on the Notes and under the Indenture, including the obligation to pay the additional amounts described under “—Payment of Additional Amounts. This assumption may be by way of a full and unconditional guarantee in the case of a sale or lease of substantially all of its assets.

·

If such other entity is organized under the laws of a country other than the United States or England and Wales, it must indemnify you against any governmental charge or other cost resulting from the transaction.

·

The Company must not be in default on the Notes immediately prior to such action and such action must not cause a default. A default for this purpose would also include any event that would be an event of default if the requirements for notice of default or existence of defaults for a specified period of time were disregarded.

·

If the Company sells or leases substantially all of its assets and the entity to which the Company sells or leases such assets guarantees its obligations, that entity must execute a supplement to the Indenture, known as a supplemental indenture. In the supplemental indenture, the entity must promise to be bound by every obligation in the Indenture. Furthermore, in this case, the Trustee must receive an opinion of counsel stating that the entitys guarantees are valid, that certain registration requirements applicable to the guarantees


have been fulfilled and that the supplemental indenture complies with the Trust Indenture Act of 1939. The entity that guarantees its obligations must also deliver certain certificates and other documents to the Trustee.

·

The Company must deliver certain certificates and other documents to the Trustee.

·

The Company must satisfy any other requirements specified in the prospectus supplement. (Section 801)

It is possible that the United States Internal Revenue Service may deem a merger or other similar transaction to cause for U.S. federal income tax purposes an exchange of debt securities for new securities by the holders of the Notes. This could result in the recognition of taxable gain or loss for U.S. federal income tax purposes and possible other adverse tax consequences.

Modification and Waiver

There are three types of changes the Company can make to the Indenture and the Notes.

Changes Requiring Approval of Each Holder. First, there are changes that cannot be made to the Notes without the approval of each holder. These are the following types of changes:

·

change the stated maturity of the principal or interest on a Note;

·

reduce any amounts due on a Note;

·

change any obligation to pay the additional amounts described under “—Payment of Additional Amounts;

·

reduce the amount of principal payable upon acceleration of the maturity of a Note following a default;

·

change the place or currency of payment on a Note;

·

impair any of the conversion rights of the Notes;

·

impair your right to sue for payment or conversion;

·

reduce the percentage of holders of the Notes whose consent is needed to modify or amend the Indenture;

·

reduce the percentage of holders of the Notes whose consent is needed to waive compliance with various provisions of the Indenture or to waive specified defaults; and

·

modify any other aspect of the provisions dealing with modification and waiver of the Indenture. (Section 902)

·

Changes Requiring a Majority Vote. The second type of change to the Indenture and the Notes is the kind that requires a vote of approval by the holders of the Notes which together represent a majority of the outstanding principal amount of the particular series affected. Most changes fall into this category, except for clarifying changes, amendments, supplements and other changes that would not adversely affect holders of the Notes in any material respect. For example, this vote would be required for us to obtain a waiver of all or part of any covenants described in an applicable prospectus supplement or a waiver of a past default. However, the Company cannot obtain a waiver of a payment default or any other aspect of the Indenture or the Notes listed in the first category described above under “—Changes Requiring Approval of Each Holder” unless the Company obtains your individual consent to the waiver. (Section 513)

Changes Not Requiring Approval. The third type of change does not require any vote by holders of the Notes. This type is limited to clarifications, amendments, supplements and other changes that would not adversely affect holders of the Notes in any material respect. (Section 901)

Further Details Concerning Voting. When taking a vote, the Company will use the following rules to decide how much principal amount to attribute to a security:


·

For original issue discount securities, the Company will use the principal amount that would be due and payable on the voting date if the maturity of the Notes were accelerated to that date because of a default.

·

For Notes whose principal amount is not known (for example, because it is based on an index), the Company will use a special rule for that security described in the prospectus supplement for that Note.

·

For Notes denominated in one or more foreign currencies, currency units or composite currencies, the Company will use the U.S. dollar equivalent as of the date on which such Notes were originally issued.

The Notes will not be considered outstanding, and therefore will not be eligible to vote, if the Company has deposited or set aside in trust for your money for their payment or redemption. The Notes will also not be eligible to vote if they have been fully defeased as described under “—Defeasance and Discharge”. (Section 101)

The Company will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding Notes that are entitled to vote or take other action under the Indenture. In limited circumstances, the Trustee will be entitled to set a record date for action by holders. If the Company or the Trustee set a record date for a vote or other action to be taken by holders of a particular series, that vote or action may be taken only by persons who are holders of outstanding Notes of that series on the record date and must be taken within 180 days following the record date or another period that the Company or, if it sets the record date, the Trustee may specify. The Company may shorten or lengthen (but not beyond 180 days) this period from time to time. (Section 104)

Redemption and Repayment

Unless otherwise indicated in your prospectus supplement, your Note will not be entitled to the benefit of any sinking fund - that is, the Company will not deposit money on a regular basis into any separate custodial account to repay your Notes. In addition, the Company will not be entitled to redeem your Note before its stated maturity unless your prospectus supplement specifies a redemption commencement date. You will not be entitled to require the Company to buy your Note from you, before its stated maturity, unless your prospectus supplement specifies one or more repayment dates.

If your prospectus supplement specifies a redemption commencement date or a repayment date, it will also specify one or more redemption prices or repayment prices, which may be expressed as a percentage of the principal amount of your Note or by reference to one or more formulae used to determine the redemption price(s). It may also specify one or more redemption periods during which the redemption prices relating to a redemption of the Notes during those periods will apply.

If your prospectus supplement specifies a redemption commencement date, the Company may redeem your Note at its option at any time on or after that date. If the Company redeems your Note, the Company will do so at the specified redemption price, together with interest accrued to the redemption date. If different prices are specified for different redemption periods, the price the Company pays will be the price that applies to the redemption period during which your Note is redeemed.

If your prospectus supplement specifies a repayment date, your Note will be repayable by us at your option on the specified repayment date(s) at the specified repayment price(s), together with interest accrued to the repayment date.

In the event that the Company exercise an option to redeem any Note, the Company will give to the holder written notice of the principal amount of the Note to be redeemed, not less than 30 days nor more than 60 days before the applicable redemption date. The Company will give the notice in the manner described under “—Notices”.

If a Note represented by a global security is subject to repayment at the holder’s option, the depositary or its nominee, as the holder, will be the only person that can exercise the right to repayment. Any indirect holders who own beneficial interests in the global security and wish to exercise a repayment right must give proper and timely instructions to their banks or brokers through which they hold their interests, requesting that they notify the depositary to exercise the repayment right on their behalf. Different firms have different deadlines for accepting instructions from their customers, and you should take care to act promptly enough to ensure that your request is given effect by the depositary before the applicable deadline for exercise.


In the event that the option of the holder to elect repayment as described above is deemed to be a “tender offer” within the meaning of Rule 14e-l under the Securities Exchange Act of 1934, the Company will comply with Rule 14e-l as then in effect to the extent it is applicable to us and the transaction.

The Company or its affiliates may purchase the Notes from investors who are willing to sell from time to time, either in the open market at prevailing prices or in private transactions at negotiated prices. The Notes that the Company or they purchase may, in its discretion, be held, resold or cancelled.

Payment of Additional Amounts

The government of any jurisdiction in which the Company is incorporated may require it to withhold amounts from payments on the principal or any premium or interest on a Note for taxes or any other governmental charges. If the jurisdiction requires a withholding of this type, the Company may be required to pay you an additional amount so that the net amount you receive will be the amount specified in the debt security to which you are entitled. However, in order for you to be entitled to receive the additional amount, you must not be resident in the jurisdiction that requires the withholding.

The Company will not have to pay additional amounts under any of the following circumstances:

·

The U.S. government or any political subdivision of the U.S. government is the entity that is imposing the tax or governmental charge.

·

The withholding is imposed only because the holder was or is connected to the taxing jurisdiction or, if the holder is not an individual, the tax or governmental charge was imposed because a fiduciary, settlor, beneficiary, member or shareholder of the holder or a party possessing a power over a holder that is an estate or trust was or is connected to the taxing jurisdiction. These connections include those where the holder or related party:

·

is or has been a citizen or resident of the jurisdiction;

·

is or has been engaged in trade or business in the jurisdiction; or

·

has or had a permanent establishment in the jurisdiction.

·

The withholding is imposed due to the presentation of a Note, if presentation is required, for payment on a date more than 30 days after the security became due or after the payment was provided for.

·

The withholding is imposed due to the presentation of a Note for payment in the United Kingdom.

·

The withholding is on account of an estate, inheritance, gift, sale, transfer, personal property or similar tax or other governmental charge.

·

The withholding is for a tax or governmental charge that is payable in a manner that does not involve withholding.

·

The withholding is imposed or withheld because the holder or beneficial owner failed to comply with any of its requests for the following that the statutes, treaties, regulations or administrative practices of the taxing jurisdiction require as a precondition to exemption from all or part of such withholding:

·

to provide information about the nationality, residence or identity of the holder or beneficial owner; or

·

to make a declaration or satisfy any information requirements.

·

The holder is a fiduciary or partnership or other entity that is not the sole beneficial owner of the payment in respect of which the withholding is imposed, and the laws of the taxing jurisdiction require the payment to be included in the income of a beneficiary or settlor of such fiduciary or a member of such partnership or another beneficial owner who would not have been entitled to such additional amounts had it been the holder of such debt security.

·

With respect to Notes originally issued in bearer form, the payment relates to a Note that is in physical form. However, this exception only applies if:


·

the Note in physical form was issued at the holders request following an event of default; and

·

the Company have not issued physical certificates for the entire principal amount of such series of Notes.

·

The withholding or deduction is imposed pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive.

·

The withholding or deduction is imposed on a holder or beneficial owner who could have avoided such withholding or deduction by presenting its Notes to another paying agent.

These provisions will also apply to any taxes or governmental charges imposed by any jurisdiction in which a successor to us is organized. The prospectus supplement relating to the Notes may describe additional circumstances in which the Company would not be required to pay additional amounts. (Sections 205, 802 and 1004)

Optional Tax Redemption

The Company may have the option to redeem, in whole but not in part, the Notes in the three situations described below. In such cases, the redemption price for Notes (other than original issue discount Notes) will be equal to the principal amount of the Notes being redeemed plus accrued interest and any additional amounts due on the date fixed for redemption. The redemption price for original issue discount Notes will be specified in the prospectus supplement for such securities. Furthermore, the Company must give you between 30- and 60-days’ notice before redeeming the Notes.

Defeasance and Discharge

Except for various obligations described below, the Company can legally release itself from any payment or other obligations on the Notes (called “full defeasance”) if it, in addition to other actions, put in place the following arrangements for you to be repaid:

·

The Company must deposit in trust for your benefit and the benefit of all other direct holders of the Notes a combination of money and U.S. government or U.S. government agency notes or bonds that, in the opinion of a nationally recognized public accounting firm, will generate enough cash to make interest, principal and any other payments on the Notes on their various due dates.

·

The Company must deliver to the Trustee a legal opinion of its counsel, based upon a ruling by the United States Internal Revenue Service or upon a change in applicable U.S. federal income tax law, confirming that under then current U.S. federal income tax law the Company may make the above deposit without causing you to be taxed on the Notes any differently than if the Company did not make the deposit and just repaid the Notes itself.

If the Notes are listed on any securities exchange, the Company must deliver to the Trustee a legal opinion of its counsel confirming that the deposit, defeasance and discharge will not cause the Notes to be delisted. (Sections 1402 and 1404)

If the Company ever did accomplish full defeasance as described above, you would have to rely solely on the trust deposit for repayment on the Notes. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of its lenders and other creditors if the Company ever become bankrupt or insolvent. However, even if the Company take these actions, a number of its obligations relating to the Notes and under the Indenture will remain. These include the following obligations:

·

to register the exchange and transfer of the Notes;

·

to replace mutilated, destroyed, lost or stolen Notes;

·

to maintain paying agencies; and


·

to hold money for payment in trust.

Default and Related Matters

Ranking

The Notes are not secured by any of the Company’s property or assets. Accordingly, your ownership of the Notes means you are one of its unsecured creditors. The Notes may or may not be subordinated to any of its other debt obligations as indicated in the applicable prospectus supplement. If they are not subordinated, they will rank equally with all its other unsecured and unsubordinated indebtedness.

Events of Default

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

What Is an Event of Default? The term event of default means any of the following:

·

The Company does not pay the principal or any premium on a Note within 14 days of its due date.

·

The Company does not pay interest on a Note within 21 days of its due date.

·

The Company does not deposit any sinking fund payment within 14 days of its due date, if the Company agreed to maintain a sinking fund for your Notes and the other Notes of the same series.

·

The Company remains in breach of any covenant or any other term of the Indenture for 30 days after the Company receives a notice of default stating that the Company is in breach. The notice must be sent by either the Trustee or holders of 25% of the principal amount of Notes of the affected series.

·

The Company remains in default in the conversion of any convertible security of a given series for 30 days after the Company receives a notice of default stating that the Company is in default. The notice must be sent by either the Trustee or the holders of 25% of the principal amount of Notes of the affected series.

·

If the total aggregate principal amount of all of its indebtedness for borrowed money, which meets one of the following conditions, together with the amount of any guarantees and indemnities described in the next point, equals or exceeds £50 million or, after August 1, 2014, £150 million:

·

the principal amount of such indebtedness becomes due and payable prematurely as a result of an event of default (however described) under the agreement(s) governing that indebtedness;

·

the Company fails to make any payment in respect of such indebtedness on the date when it is due (as extended by any originally applicable grace period); or

·

any security that the Company has granted securing the payment of any such indebtedness becomes enforceable by reason of any default relating thereto and steps are taken to enforce the security.

·

The Company fails to make payment due under any guarantee and/or indemnity (after the expiry of any originally applicable grace period) of another persons indebtedness for borrowed money in an amount that, when added to the indebtedness for borrowed money which meets one of the conditions described in the prior point, equals or exceeds £50 million or, after August 1, 2014, £150 million.

·

The Company is ordered by a court or passes a resolution to wind up or dissolve, save for the purposes of a reorganization on terms approved in writing by the Trustee.

·

The Company stops paying or is unable to pay its debts as they fall due, or the Company is adjudicated or found bankrupt or insolvent, or the Company enters into any composition or other similar arrangement with its creditors under the U.K. Insolvency Act.

·

If a receiver or administrator is appointed in relation to, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against, the whole or a substantial part of


its undertakings or assets and (other than the appointment of an administrator) is not discharged or removed within 90 days.

·

Any other event of default described in the applicable prospectus supplement occurs. (Section 501)

An event of default for a particular series of Notes does not necessarily constitute an event of default for any other series of Notes issued under the Indenture.

For these purposes, “indebtedness for borrowed money” means any present or future indebtedness (whether it is principal, premium, interest or other amounts) for or in respect of:

·

money borrowed (including in the form of any bonds, notes, debentures, debenture stock or loan stock); or

·

liabilities under or in respect of any acceptance or acceptance credit.

Remedies If an Event of Default Occurs. If an event of default has occurred and has not been cured, the Trustee or the holders of 25% in principal amount of the Notes of the affected series may declare the entire principal amount of all the Notes of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. If an event of default occurs because of certain events in bankruptcy, insolvency or reorganization, the principal amount of all the Notes of that series will be automatically accelerated without any action by the Trustee, any holder or any other person. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the Notes of the affected series. (Section 502)

The holders of a majority in principal amount of the outstanding Notes of any series will have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Notes of such series, provided that (a) such direction must not be in conflict with any rule of law or with the Indenture, (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (c) such holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses, and liabilities which might be incurred by it in compliance with such request or direction. (Sections 512 and 603) Before you bypass the Trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the Notes, the following must occur:

·

You must give the Trustee written notice that an event of default has occurred and remains uncured.

·

The holders of 25% in principal amount of all outstanding Notes of the relevant series must make a written request that the Trustee take action because of the default, and must offer satisfactory indemnity to the Trustee against the cost and other liabilities of taking that action.

·

The Trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity.

·

The holders of a majority in principal amount of all outstanding Notes of the relevant series must not have given the Trustee a direction that is inconsistent with the above notice. (Section 507)

However, you are entitled at any time to bring a lawsuit for the payment of money due on your Note on or after its due date. (Section 508)

Descriptions of the Capital Securities

Capital Securities due April 2079

The following terms are applicable to the Capital Securities due April 2079 (“2079 Capital Securities”). Within this section, capitalized terms that are not otherwise defined have the meaning given to them in the prospectus supplement dated March 28, 2019 (the “2079 Capital Securities Prospectus Supplement”), to the base prospectus dated July 31, 2017 (File No. 333-219583), filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2) on April 1, 2019, which prospectus supplement is incorporated by reference herein.


·

Title: Capital Securities due April 2079.

·

Total principal amount outstanding: $2,000,000,000.

·

Issue date: April 4, 2019.

·

Maturity date: Unless previously redeemed, purchased, cancelled or substituted, the Capital Securities due April 2079 will mature on April 4, 2079, and holders will be entitled to receive 100% of the principal amount of the Capital Securities due April 2079, together with any accrued and unpaid interest and any outstanding arrears of interest.

·

Interest: The Capital Securities due April 2079 bear interest on their principal amount from (and including) the issue date to (but excluding) April 4, 2029 (the First Reset Date) at a rate of 7.000% per annum, payable semi-annually in arrears on April 4 and October 4 in each year, commencing on October 4, 2019. Thereafter, unless previously redeemed, the Capital Securities due April 2079 will bear interest from (and including) the First Reset Date to (but excluding) April 4, 2049 at a rate per annum which shall be 4.873% above the 5 year Swap Rate (as defined below) for the relevant reset period, payable semi-annually in arrears on April 4 and October 4 in each year. From (and including) April 4, 2049 up to (but excluding) April 4, 2079 (the Maturity Date), unless previously redeemed, the Capital Securities due April 2079 will bear interest at a rate per annum which shall be 5.623% above the 5 year Swap Rate for the relevant Reset Period payable semi-annually in arrears on April 4 and October 4 in each year. See Description of SecuritiesInterest Payments in the 2079 Capital Securities Prospectus Supplement.

·

Optional interest deferral: The Company may, at its discretion, elect to defer all or part of any Interest Payment (a Deferred Interest Payment) which is otherwise scheduled to be paid on an Interest Payment Date by giving a Deferral Notice of such election to the holders Capital Securities due April 2079, the Trustee and the Principal Paying Agent. Other than in connection with a Mandatory Settlement, if the Company elects not to make all or part of any Interest Payment on an Interest Payment Date, then the Company will not have any obligation to pay such interest on the relevant Interest Payment Date and any such non-payment of interest will not constitute an Event of Default of the Issuer or any other breach of its obligations under the Capital Securities due April 2079 or for any other purpose.

·

Further Issuances: The Company may, at its option, at any time and without the consent of the then existing noteholders issue additional Notes in one or more transactions (other than the issuance date and, possibly, the first interest payment date) identical to the Capital Securities due April 2079. These additional Notes will be deemed to be part of the same series as the Capital Securities due April 2079 and will provide the holders of these additional Notes the right to vote together with holders of the Capital Securities due April 2079.

·

Arrears of Interest in respect of the Capital Securities due April 2079 may be satisfied at the option of the Company in whole or in part at any time (the Optional Deferred Interest Settlement Date) following delivery of a notice to such effect given by the Company to the holders of the Capital Securities due April 2079, the Trustee and the Principal Paying Agent informing them of its election to so satisfy such Arrears of Interest (or part thereof) and specifying the Optional Deferred Interest Settlement Date.

·

Any Deferred Interest Payment (or part thereof) shall itself bear interest (such further interest together with the Deferred Interest Payment, being Arrears of Interest), at the Interest Rate prevailing from time to time, from (and including) the date on which (but for such deferral) the Deferred Interest Payment would otherwise have been due to be made to (but excluding) the Optional Deferred Interest Settlement Date or, as appropriate, such other date on which such Deferred Interest Payment is paid in connection with a Mandatory Settlement, in each case such further interest being compounded on each Interest Payment Date. Non-payment of Arrears of Interest shall not constitute a default by the Company under the Capital Securities due April 2079 or for any other purpose, unless such payment is required in connection with a Mandatory Settlement.

·

Mandatory Settlement: Notwithstanding the above and the provisions of Optional Interest Deferral in the 2079 Capital Securities Prospectus Supplement, the Company will pay any outstanding Arrears of Interest, in whole but not in part, on the first occurring Mandatory Settlement Date following the Interest Payment


Date on which a Deferred Interest Payment first arose. A “Mandatory Settlement Date” as defined in the terms of the Capital Securities due April 2079 encompasses (i) dividends, other distributions or payments in respect of Parity Obligations and other events that constitute “Compulsory Arrears of Interest Settlement Events,” (ii) payments of interest on the Capital Securities due April 2079 on a scheduled Interest Payment Date following the Interest Payment Date on which a Deferred Interest Payment first arose and (iii) the date of which the Capital Securities due April 2079 are redeemed or repaid in accordance with the conditions set forth under “Description of Securities—Subordination”, “Description of Securities—Redemption” or “Description of Securities—Event of Default” in the 2079 Capital Securities Prospectus Supplement.

·

Optional Redemption: The Company may redeem all, but not less than all, of the Capital Securities due April 2079 on any date in the period commencing on any date from (and including) the First Call Date to (and including) the First Reset Date or on any Interest Payment Date thereafter at their principal amount, together with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest in respect of the Capital Securities due April 2079.

·

Special Event Redemption: If a Capital Event, Tax Event, Accounting Event or Withholding Tax Event (any such, a Special Event) has occurred and is continuing, then the Company may redeem at any time all, but not less than all, of the Capital Securities due April 2079 at:

o

in the case of a Capital Event, Tax Event or Accounting Event where the relevant date fixed for redemption falls prior to the First Call Date, 101% of their principal amount;

o

in the case of a Capital Event, Tax Event or Accounting Event where the relevant date fixed for redemption falls on or after the First Call Date, 100% of their principal amount; or

o

in the case of a Withholding Tax Event where any such redemption occurs at any time, 100% of their principal amount,

in each case together with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest in respect of the Capital Securities due April 2079.

·

Change of Control: If a Change of Control Event has occurred and is continuing, the Company may elect to redeem all, but not less than all, of the Capital Securities due April 2079 at any time at 101% of the principal amount of the Capital Securities due April 2079, together with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest in respect of the Capital Securities due April 2079.

If the Company does not elect to redeem the Capital Securities due April 2079 following the occurrence of a Change of Control Event, the then prevailing Interest Rate, and each subsequent Interest Rate, on the Capital Securities due April 2079 shall be increased by 5% per annum with effect from (and including) the date on which the Change of Control Event occurred.

·

Substitution or variation instead of special event redemption: If an Accounting Event, a Capital Event, a Tax Event or a Withholding Tax Event has occurred and is continuing, without the consent of the holders of Capital Securities due April 2079, the Company may either, as an alternative to redemption, at any time, (i) substitute all, but not less than all, of the Capital Securities due April 2079 for, or (ii) vary the terms of the Capital Securities due April 2079 with the effect that they remain or become, as the case may be, Qualifying Securities, in each case in accordance with certain conditions and subject, inter alia, to the receipt by the Trustee of the Officer’s Certificate and an Opinion of Counsel, each as defined in the Indenture.

·

Event of Default: If a default is made by the Company for a period of 14 days or more in the payment of any principal or premium (if any) or 21 days or more in the payment of interest, in each case in respect of any tranche of the 2079 Capital Securities and which is due, then the Company shall, without notice from the Trustee, be deemed to be in default under the indenture and the relevant 2079 Capital Securities and the Trustee at its sole discretion may, or shall, if so requested in writing by the shareholders of at least 25% in principal amount of the relevant 2079 Capital Securities then outstanding, subject in each case to its being indemnified and/or secured and/or prefunded to its satisfaction, institute proceedings for the winding-up of the Company and/or prove and/or claim in the winding-up or liquidation of the Company, such claim


being subordinated, and for the amount as provided in “Description of Securities—Subordination—General” in the 2079 Capital Securities Prospectus Supplement.

·

Payment of additional amounts: The Company intends to make all payments on the Notes without deducting United Kingdom (U.K.) withholding taxes. If any deduction is required on payments to non-U.K. investors, the Company will pay additional amounts on those payments to the extent described under Description of Debt Securities We May OfferPayment of Additional Amounts in the 2079 Capital Securities Prospectus Supplement..

Additional Terms and Mechanics Applicable to Capital Securities due April 2079

Interest Payments

Interest Rate

The 2079 Capital Securities bear interest on their principal amount at the applicable Interest Rate from (and including) April 4, 2019 (the "Issue Date") in accordance with the provisions of this "Interest Payments".

Subject to conditions set forth under "—Optional Interest Deferral", interest shall be payable on the 2079 Capital Securities semi-annually in arrears on each Interest Payment Date, provided that if any Interest Payment Date, other than the Maturity Date, would fall on a day that is not a Business Day, the Interest Payment Date will be postponed to the next succeeding Business Day (without the accrual of any additional interest for such period), except that if that Business Day falls in the next succeeding calendar month, the Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date falls on a day that is not a Business Day, the payment of principal and interest will be postponed to the next Business Say and no interest will accrue as a result of that postponement (see "—General" in the 2079 Capital Securities Prospectus Supplement).

Interest Accrual

The 2079 Capital Securities will cease to bear interest from (and including) the date of redemption thereof pursuant to the provisions set forth under "—Redemption" or the date of substitution thereof pursuant to "—Substitution or Variation", as the case may be, unless, upon due presentation, payment of all amounts due in respect of the 2079 Capital Securities is not made, in which event interest shall continue to accrue in respect of unpaid amounts on the 2079 Capital Securities, both before and after judgment, and shall be payable, up to (but excluding) the Relevant Date.

Except as provided in "—Interest Payments—First Fixed Interest Rate" in the 2079 Capital Securities Prospectus Supplement, where it is necessary to calculate an amount of interest in respect of any Security for a period which is less than or equal to a complete Interest Period, such interest shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

Where it is necessary to calculate an amount of interest in respect of any Security for a period of more than one Interest Period, such interest shall be the aggregate of the interest payable in respect of a full Interest Period plus the interest payable in respect of the remaining period calculated in the manner as aforesaid.

Interest in respect of any Security shall be calculated per U.S.$1,000 in principal amount thereof (the "Calculation Amount"). The amount of interest payable per Calculation Amount for any period shall, except as provided in "—Interest Payments—First Fixed Interest Rate" in the 2079 Capital Securities Prospectus Supplement, be equal to the product of the relevant Interest Rate, the Calculation Amount and the day count fraction as described in this sub-section for the relevant period, rounding the resulting figure to the nearest cent (half a cent being rounded upwards). The amount of interest payable in respect of each Security shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the denomination of such Security without any further rounding.


First Fixed Interest Rate

For each Interest Period ending prior to the First Reset Date, the 2079 Capital Securities bear interest, subject to "—Optional Interest Deferral", at the rate of 7.000% per annum (the "First Fixed Interest Rate"), payable semi-annually in arrears on the related Interest Payment Dates. Subject to "—Optional Interest Deferral", the Interest Payment in respect of each Interest Period commencing before the First Reset Date will amount to U.S.$70.00 per Calculation Amount.

Subsequent Fixed Interest Rates

For each Interest Period which commences on or after the First Reset Date, the 2079 Capital Securities bear interest, subject to "—Optional Interest Deferral", at the Subsequent Fixed Interest Rate determined on the Reset Interest Determination Date in respect of the Reset Period in which that Interest Period falls. Such interest shall be payable semi-annually in arrears on the related Interest Payment Dates until (and including) the Maturity Date and, subject to "—Interest Payments—Step-up after Change of Control Event" and "—Interest Payments—Benchmark Event" in the 2079 Capital Securities Prospectus Supplement, the "Subsequent Fixed Interest Rate" shall be the sum of the relevant 5 year Swap Rate and the applicable Margin, all as determined by the Agent Bank and where:

"5 year Swap Rate" means the semi-annual mid-swap rate for swap transactions in U.S. dollars with a maturity of 5 years as displayed on Reuters screen "ICESWAP1" as at 11:00 a.m. (New York City time) (the "Reset Screen Page") on the day falling two U.S. Government Securities Business Days prior to the first day of the relevant Reset Period (the "Reset Interest Determination Date").

If the 5 year Swap Rate does not appear on the Reset Screen Page on the Reset Interest Determination Date, the 5 year Swap Rate will be the Reset Reference Bank Rate on such Reset Interest Determination Date unless a Benchmark Event (as defined below) has occurred, in which case the 5 year Swap Rate shall be determined pursuant to and in accordance with the conditions set forth under"—Interest Payments—Benchmark Event".

As used in this section:

the "5 year Swap Rate Quotations" means, in respect of each Interest Period falling within a Reset Period, the arithmetic mean of the bid and offered rates for the semi-annual fixed leg (calculated on a 30/360 day count basis) of a fixed-for-floating U.S. dollar interest rate swap which (i) has a term of 5 years commencing on the relevant Reset Interest Determination Date, (ii) is in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market, and (iii) has a floating leg based on the 3-month U.S. dollar London Interbank Offered Rate ("LIBOR") rate (calculated on an Actual/360 day count basis);

"Margin" means in respect of (i) each Reset Period which falls in the period commencing on (and including) April 4, 2029 and ending on (but excluding) April 4, 2049, 4.873%; and (ii) each Reset Period which falls on or after April 4, 2049, 5.623%;

"Reset Reference Bank Rate" means the percentage rate determined by the Agent Bank on the basis of the 5 year Swap Rate Quotations provided by five leading swap dealers in the interbank market (the "Reset Reference Banks") to the Agent Bank at approximately 11:00 a.m. (New York City time) on such Reset Interest Determination Date and, rounded, if necessary, to the nearest 0.001% (0.0005% being rounded upwards). If at least four quotations are provided, the 5 year Swap Rate will be the rounded arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two or three quotations are provided, the 5 year Swap Rate will be the rounded arithmetic mean of the quotations provided. If only one quotation is provided, the 5 year Swap Rate will be the rounded quotation provided. If no quotations are provided, the 5 year Swap Rate for the relevant period will be (i) in the case of each Reset Period other than the Reset Period commencing on the First Reset Date, the 5 year Swap Rate in respect of the immediately preceding Reset Period or (ii) in the case of the Reset Period commencing on the First Reset Date, equal to the last available 5 year mid swap rate for U.S. dollar swap transactions, expressed as a rate, on the Reset Screen Page; and


"U.S. Government Securities Business Days" means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

The Subsequent Fixed Interest Rate shall be determined as provided above in respect of each Reset Period and, as so determined, such rate shall apply to each Interest Period falling within that Reset Period.

For the purposes of this section, the Agent Bank shall not be responsible to the Issuer or to any third party as a result of the Agent Bank having relied upon or acted on any quotation or information given to it for the purposes of calculating the Subsequent Fixed Interest Rate or the Reset Reference Bank Rate which subsequently may be found to be incorrect or inaccurate in any way or for any losses whatsoever resulting from acting in accordance therewith.

Determination of Subsequent Fixed Interest Rates

The Agent Bank will, as soon as practicable after 11.00 a.m. (New York City time) on each Reset Interest Determination Date, determine the Subsequent Fixed Interest Rate in respect of each Interest Period falling within the relevant Reset Period, provided that it receives the Successor Rate, Alternative Rate and Adjustment Spread, if applicable, at least five (5) Business Days prior to the applicable Reset Interest Determination Date.

Publication of Subsequent Fixed Interest Rates

The Company will cause notice of each Subsequent Fixed Interest Rate determined in accordance the provisions set forth under "Interest Payments" in respect of each relevant Interest Period to be given to the Trustee, the Holders, the Paying Agents and any stock exchange on which the 2079 Capital Securities are for the time being listed or admitted to trading, in each case as soon as practicable after its determination but in any event not later than the fourth Business Day thereafter.

Agent Bank and Reset Reference Banks

With effect from the First Reset Date, the Issuer will maintain an Agent Bank and five Reset Reference Banks (to the extent required) where the Interest Rate is to be calculated by reference to them.

The Company may from time to time replace the Agent Bank with another leading financial institution in New York, NY. If the Agent Bank is unable or unwilling to continue to act as the Agent Bank or fails duly to determine a Subsequent Fixed Interest Rate in respect of any Interest Period as provided in "—Interest Payments—Subsequent Fixed Interest Rates", the Company will forthwith appoint another leading financial institution in New York, NY. The Agent Bank may not resign its duties or be removed without a successor having been appointed as aforesaid.

Determinations of Agent Bank Binding

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions set forth under "Interest Payments" by the Agent Bank shall (in the absence of willful default, manifest error or negligence) be binding on the Issuer, the Agent Bank, the Trustee, the Paying Agents and all Holders and (in the absence as aforesaid) no liability to the Holders or the Company will attach to the Agent Bank in connection with the exercise or non-exercise by it of any of its powers, duties and discretions.

Step-up after Change of Control Event

Notwithstanding any other provision set forth under "Interest Payments", if the Issuer does not elect to redeem the 2079 Capital Securities in accordance with the provisions set forth under"—Redemption—Redemption for Change of Control Event" following the occurrence of a Change of Control Event, the then prevailing Interest Rate, and each subsequent Interest Rate otherwise determined in accordance with the provisions of set forth under "Interest Payments" (including, for the avoidance of doubt, in accordance with the provisions of "—Interest Payments—Benchmark Event" in the 2079 Capital Securities Prospectus Supplement), on the 2079 Capital


Securities shall be increased by 5% per annum with effect from (and including) the date on which the Change of Control Event occurred.

Benchmark Event

(i) Independent Adviser

If a Benchmark Event occurs when any Subsequent Fixed Interest Rate (or any component part thereof) remains to be determined by reference to the Original Reference Rate, then the Company will use reasonable efforts to appoint an Independent Adviser, as soon as reasonably practicable, to determine a Successor Rate, failing which an Alternative Rate and, in either case, an Adjustment Spread (if any) and any Benchmark Amendments, all in accordance with the provisions set forth under "Benchmark Amendments" below.

An Independent Adviser appointed pursuant to this section shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of willful default, negligence or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Trustee, the Paying Agents, or the Holders for any determination made by it, pursuant to this section.

If (i) the Company is unable to appoint an Independent Adviser; or (ii) the Independent Adviser appointed by the Company fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this sub-section prior to the Reset Interest Determination Date in respect of a Reset Period, the relevant 5 year Swap Rate applicable to each Interest Period ending during that Reset Period shall be equal to the 5 year Swap Rate in respect of the immediately preceding Reset Period or, in the case of the Reset Period commencing on the First Reset Date, equal to the last available 5 year mid swap rate for U.S. dollar swap transactions, expressed as a rate, on the Reset Screen Page. If a higher interest rate pursuant to the interest step-up after a Change of Control Event applies, the Subsequent Fixed Interest Rate determined in accordance with this sub-section shall be increased pursuant to such interest step-up. For the avoidance of doubt, the provisions under this sub-section shall apply to all payments of interest on the 2079 Capital Securities from the end of the then current Reset Period onwards only, and the interest payable on the 2079 Capital Securities during subsequent Reset Periods are subject to the subsequent operation of, and to adjustment as provided in, this sub-section.

(ii) Successor Rate or Alternative Rate

If the Independent Adviser determines that:

(A) there is a Successor Rate, then such Successor Rate shall (subject to any Adjustment Spread as set forth below) subsequently be used in place of the Original Reference Rate to determine the Subsequent Fixed Interest Rate (or the relevant component part thereof) for all payments of interest on the 2079 Capital Securities from the end of the then current Reset Period onwards (subject to the operation of this section); or

(B)

there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to any Adjustment Spread as set forth below) subsequently be used in place of the Original Reference Rate to determine the Subsequent Fixed Interest Rate (or the relevant component part thereof) for all future payments of interest on the 2079 Capital Securities from the end of the then current Reset Period onwards (subject to the operation of this section).

(iii) Adjustment Spread

If the Independent Adviser determines (i) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Rate (as the case may be).

(iv)

Benchmark Amendments

If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this section and the Independent Adviser, determines (i) that amendments to the terms of the 2079 Capital Securities are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the "Benchmark Amendments") and (ii) the terms of the Benchmark Amendments, then the Company will, subject


to giving notice thereof in accordance with the provisions set forth below under "Notices, etc.", without any requirement for the consent or approval of the Holders, vary the terms of the 2079 Capital Securities to give effect to such Benchmark Amendments with effect from the date specified in such notice.

At the request of the Issuer, but subject to receipt by the Trustee of an Officer's Certificate pursuant to the provisions set forth below under "Notices, etc.", the Trustee shall (at the expense of the Issuer), without any requirement for the consent or approval of the Holders, be obliged to concur with the Issuer in effecting any Benchmark Amendments or Adjustment Spread (including, inter alia, by the execution of a supplemental indenture if required or amendment to the Calculation Agreement), provided that neither the Trustee nor the Agent Bank shall be obliged so to concur if in the opinion of the Trustee or the Agent Bank doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee or the Agent Bank in the terms of 2079 Capital Securities or the indenture (including, for the avoidance of doubt, any supplemental indenture) or the Calculation Agreement in any way.

In connection with any such variation in accordance with this provision, the Company will comply with the rules of any stock exchange on which the 2079 Capital Securities are for the time being listed or admitted to trading.

Notwithstanding any other provision of this section, no Successor Rate or Alternative Rate will be adopted, nor any Adjustment Spread applied, nor will any Benchmark Amendments be made, if and to the extent that, in the determination of the Issuer, the same could reasonably be expected to cause a Capital Event to occur.

(v)

Notices, etc.

Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments determined under this section will be notified promptly by the Issuer to the Trustee, the Agent Bank, the Paying Agents and the Holders (in accordance with the notice provisions under the indenture). Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any.

No later than notifying the Trustee of the same, the Company will deliver to the Trustee an Officer's Certificate:

(A)

confirming (1) that a Benchmark Event has occurred, (2) the Successor Rate or, as the case may be, the Alternative Rate and, (3) where applicable, any Adjustment Spread and/or the specific terms of any Benchmark Amendments, in each case as determined in accordance with the provisions of this section; and

(B)

certifying that the Benchmark Amendments are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread.

The Trustee shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error or bad faith in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) and without prejudice to the Trustee's ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Agent Bank, the Paying Agents and the Holders.

(vi)

Survival of Original Reference Rate

Without prejudice to the obligations of the Issuer under this section, the Original Reference Rate and the fallback provisions provided for under "—Interest Payments—Subsequent Fixed Interest Rates" will continue to apply unless and until a Benchmark Event has occurred.

(vii)

Definitions:

As used in this section:

"Adjustment Spread" means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Independent Adviser, determines is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to Holders as a result of the


replacement of the Original Reference Rate with the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:

(i)

in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or

(ii)

if no such recommendation has been made, or in the case of an Alternative Rate, is what the Independent Adviser determines is recognized or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be); or

(iii)

if the Issuer determines that no such industry standard is recognized or acknowledged, is what the Independent Adviser determines to be appropriate;

"Alternative Rate" means an alternative benchmark or screen rate which the Independent Adviser determines in accordance with the provisions set forth in "—Interest Payments—Benchmark Event—Successor Rate or Alternative Rate" is customary in market usage in the international debt capital markets for the purposes of determining rates of interest (or the relevant component part thereof) in U.S. dollars;

"Benchmark Amendments" has the meaning given to it under "—Interest Payments—Benchmark Event—Benchmark Amendments";

"Benchmark Event" means:

(i)

the Original Reference Rate ceasing be published for a period of at least 10 Business Days or ceasing to exist; or

(ii)

a public statement by the administrator of the Original Reference Rate that it will, by a specified date within the following six months, cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or

(iii)

a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate has been or will, by a specified date within the following six months, be permanently or indefinitely discontinued; or

(iv)

a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally, or in respect of the 2079 Capital Securities, in each case within the following six months; or

(v)

it has become unlawful for any Paying Agent, Agent Bank or the Issuer to calculate any payments due to be made to any Holder using the Original Reference Rate;

"Independent Adviser" means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer;

"Original Reference Rate" means the 5 year Swap Rate;

"Relevant Nominating Body" means, in respect of a benchmark or screen rate (as applicable):

(i)

the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or

(ii)

any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator


of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof; and

"Successor Rate" means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body.

Redemption

Redemption for Certain Taxation Reasons

The optional tax redemption provisions of the indenture (Section 1108), as described in the accompanying prospectus under the caption "Description of Debt Securities We May Offer—Optional Tax Redemption," shall not apply to the 2079 Capital Securities.

If, immediately prior to the giving of the notice referred to below, a Tax Event or a Withholding Tax Event has occurred and is continuing, then the Company may, subject to having given not less than 30 nor more than 60 days' notice to the Trustee, the Principal Paying Agent and the Holders in accordance with the notice provisions set forth in the indenture (which notice shall be irrevocable) and subject to the conditions set forth under "—Preconditions to Special Event Redemption, Change of Control Event Redemption, and Substitution and Variation", redeem in accordance with such conditions at any time all, but not less than all, of the 2079 Capital Securities at (i) 101% of their principal amount (in the case of a Tax Event where such redemption occurs prior to the First Call Date) or (ii) at 100% of their principal amount (in the case of a Tax Event where such redemption occurs on or after the First Call Date or in the case of a Withholding Tax Event where such redemption occurs at any time), together, in each case, with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest. Upon the expiry of such notice, the Company will redeem the 2079 Capital Securities.

Redemption for Rating Reasons

If, immediately prior to the giving of the notice referred to below, a Capital Event has occurred and is continuing, then the Company may, subject to having given not less than 30 nor more than 60 days' notice to the Trustee, the Principal Paying Agent and the Holders in accordance with the notice provisions set forth in the indenture (which notice shall be irrevocable) and subject to the conditions set forth under "—Preconditions to Special Event Redemption, Change of Control Event Redemption, and Substitution and Variation", redeem in accordance with such conditions all, but not less than all, of the 2079 Capital Securities at any time at (i) 101% of their principal amount (where such redemption occurs prior to the First Call Date) or (ii) 100% of their principal amount (where such redemption occurs on or after the First Call Date), together, in each case, with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest. Upon the expiry of such notice, the Company will redeem the 2079 Capital Securities.

Redemption for Accounting Reasons

If, immediately prior to the giving of the notice referred to below, an Accounting Event has occurred and is continuing, then the Company may, subject to having given not less than 30 nor more than 60 days' notice to the Trustee, the Principal Paying Agent and the Holders in accordance with the notice provisions set forth in the indenture (which notice shall be irrevocable) and subject to the conditions set forth under "—Preconditions to Special Event Redemption, Change of Control Event Redemption, and Substitution and Variation", redeem in accordance with such conditions all, but not less than all, of the 2079 Capital Securities at any time at (i) 101% of their principal amount (where such redemption occurs prior to the First Call Date) or (ii) 100% of their principal amount (where such redemption occurs on or after the First Call Date), together, in each case, with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest. Upon the expiry of such notice, the Company will redeem the 2079 Capital Securities.

Redemption for Change of Control Event

If, immediately prior to the giving of the notice referred to below, a Change of Control Event has occurred and is continuing, then the Company may, subject to having given not less than 30 nor more than 60 days' notice to the


Trustee, the Principal Paying Agent and the Holders in accordance with the notice provisions set forth in the indenture (which notice shall be irrevocable) and subject to the conditions set forth under "—Preconditions to Special Event Redemption, Change of Control Event Redemption, and Substitution and Variation", redeem in accordance with such conditions all, but not less than all, of the 2079 Capital Securities at any time at 101% of their principal amount, together with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest. Upon the expiry of such notice, the Company will redeem the 2079 Capital Securities.

The Trustee is under no obligation to ascertain whether a Change of Control Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Event or Change of Control has occurred, and until it shall receive an Officer's Certificate pursuant to the indenture to the contrary, the Trustee may assume that no Change of Control Event or Change of Control or other such event has occurred.

The Issuer intends (without thereby assuming a legal or contractual obligation) that for so long as the 2079 Capital Securities remain outstanding, if a Change of Control Event occurs, it will launch a tender offer for all outstanding unsubordinated debt securities (which do not already contain a contractual right of the holders of such debt securities for such securities to be redeemed or repurchased as a result of the events giving rise to the Change of Control Event) at a price equal to not less than their aggregate principal amount plus accrued and unpaid interest as soon as reasonably practicable following such event.

Substitution or Variation

If an Accounting Event, a Capital Event, a Tax Event or a Withholding Tax Event (each a "Substitution or Variation Event") has occurred and is continuing, then the Company may, as an alternative to redemption, subject to the conditions set forth under "—Preconditions to Special Event Redemption, Change of Control Event Redemption, and Substitution and Variation" (without any requirement for the consent or approval of the Holders) and subject to the Trustee, immediately prior to the giving of any notice referred to herein, having received an Officer's Certificate and an Opinion of Counsel (each as defined in the indenture), each stating to the effect that the provisions of this section have been complied with, and having given not less than 30 nor more than 60 days' notice to the Trustee, the Principal Paying Agent and the Holders (which notice shall be irrevocable), at any time either (i) substitute all, but not less than all, of the 2079 Capital Securities for, or (ii) vary the terms of the 2079 Capital Securities with the effect that they remain or become (as the case may be), Qualifying Securities, and the Trustee shall (subject to the following provisions of this section and subject to the receipt by it of the Officer's Certificate referred to below) agree to such substitution or variation.

Upon expiry of such notice, the Company will either vary the terms of or, as the case may be, substitute the 2079 Capital Securities in accordance with this section.

The Trustee agrees, at the expense of the Issuer, to use reasonable, non-discretionary and ministerial efforts to assist the Issuer in the substitution of the Qualifying Securities for the 2079 Capital Securities, or the variation of the terms of the 2079 Capital Securities so that they remain, or as appropriate, become, Qualifying Securities, provided that the Trustee shall not be obliged to participate in, or assist with, any such substitution or variation if the terms of the proposed Qualifying Securities or the participation in or assistance with such substitution or variation would impose, in the Trustee's opinion, more onerous obligations upon it or expose it to liabilities or reduce its protections. If the Trustee does not participate or assist as provided above, the Company may redeem the 2079 Capital Securities as provided in "—Redemption".

In connection with any substitution or variation in accordance with this section, the Company will comply with the rules of any stock exchange on which the 2079 Capital Securities are for the time being listed or admitted to trading.

Any such substitution or variation in accordance with the foregoing provisions following a Substitution or Variation Event shall only be permitted if it does not give rise to any other Substitution or Variation Event with respect to the Qualifying Securities.


Any such substitution or variation in accordance with the foregoing provisions following a Substitution or Variation Event shall only be permitted if it does not result in the Qualifying Securities no longer being eligible for the same, or a higher amount of, "equity credit" (or such other nomenclature that the Rating Agency may then use to describe the degree to which an instrument exhibits the characteristics of an ordinary share) as is attributed to the 2079 Capital Securities on the date notice is given to Holders of the substitution or variation.

"Qualifying Securities" means securities that:

(a)

are issued by the Issuer or any wholly-owned direct or indirect finance subsidiary of the Issuer with a guarantee of such obligations by the Issuer;

(b) rank and (save in the case of a direct issue by the Issuer) benefit from a guarantee that ranks in relation to the obligations of the Issuer under such securities and/or such guarantee (as the case may be), equally with the ranking of the 2079 Capital Securities and pari passu in a winding-up or liquidation of the Issuer with any Parity Obligations of the Issuer;

(c) contain terms not materially less favorable to Holders than the terms of the 2079 Capital Securities (as reasonably determined by the Issuer (in consultation with an independent investment bank or counsel of international standing)) and which:

(i)

provide for the same or a more favorable Interest Rate from time to time as applied to the 2079 Capital Securities immediately prior to such substitution or variation and preserve the same Interest Payment Dates;

(iii)

preserve the obligations (including the obligations arising from the exercise of any right) of the Issuer as to principal and as to redemption of the 2079 Capital Securities, including (without limitation) as to timing of, and amounts payable upon, such redemption;

(iv)

preserve any existing rights under the terms of the 2079 Capital Securities to any accrued interest, any Deferred Interest Payments, any Arrears of Interest and any other amounts payable under the 2079 Capital Securities which, in each case, has accrued to Holders and not been paid;

(v)

do not contain terms providing for the mandatory deferral of payments of interest and/or principal;

(vi)

do not contain terms providing for loss absorption through principal write-down or conversion to ordinary shares; and

(vii)

are (i) listed on the New York Stock Exchange, (ii) listed on the Official List and admitted to trading on the London Stock Exchange plc's Regulated Market or (iii) admitted to trading on a Multilateral Trading Facility operated by an internationally recognized stock exchange that is regulated in the European Economic Area as selected by the Issuer.

For the purposes of the definition of Qualifying Securities:

"Multilateral Trading Facility" has the same meaning as in Article 4.1.22 of Directive 2014/65/EU (as amended) of the European Parliament and of the Council of May 15, 2014 on markets in financial instruments; and

"Official List" means the Official List of the Financial Conduct Authority acting under Part VI of the Financial Services and Markets Act 2000.

Subordination

General

In the event of:


(i)

an order being made, or an effective resolution being passed, for the winding-up of the Issuer (except, in any such case, a solvent winding-up solely for the purposes of a reorganization, reconstruction, amalgamation or the substitution in place of the Issuer of a "successor in business" of the Issuer, the terms of which reorganization, reconstruction, amalgamation or substitution do not provide that the 2079 Capital Securities shall thereby become redeemable or repayable in accordance with the terms of the 2079 Capital Securities); or

(ii)

an administrator of the Issuer being appointed and such administrator giving notice that it intends to declare and distribute a dividend,

(each, an "Additional Enforcement Event"), there shall be payable by the Issuer in respect of each Security (in lieu of any other payment by the Issuer), such amount, if any, as would have been payable to the Holder of such Security if, on the day prior to the commencement of the winding-up or such administration, as the case may be, and thereafter, such Holder were the holder of one of a class of preference shares in the capital of the Issuer ("Notional Preference Shares") having an equal right to a return of assets in the winding-up or such administration, as the case may be, and so ranking pari passu with, the holders of Parity Obligations, but ranking junior to the claims of holders of all Senior Obligations (except as otherwise provided by mandatory provisions of law), on the assumption that the amount that such Holder was entitled to receive in respect of each Notional Preference Share on a return of assets in such winding-up or such administration, as the case may be, were an amount equal to the principal amount of the relevant Security and any accrued and unpaid interest and any outstanding Arrears of Interest.

Nothing in this section "—Subordination—General" or "—Event of Default" shall affect or prejudice the payment of the costs, charges, expenses, indemnities, liabilities or remuneration of the Trustee or the Agents or the rights and remedies of the Trustee or the Agents in respect thereof.

Accordingly, and without prejudice to the rights of the Trustee or the Agents, the claims of Holders of all Senior Obligations will first have to be satisfied in any winding-up or administration before the Holders may expect to obtain any recovery in respect of their 2079 Capital Securities, and prior thereto, Holders will have only limited ability to influence the conduct of such winding-up or administration. See "Risk Factors—Risks related to the Securities—Limited Remedies".

No Set-off, etc.

Subject to applicable law, no Holder may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Issuer in respect of, or arising under or in connection with, the 2079 Capital Securities and each Holder shall, by virtue of his holding of any Security, be deemed to have waived all such rights of set-off, compensation or retention.

Definitions

As used in the "Description of Securities", the following terms have the meanings set forth below:

"Accounting Event" shall be deemed to occur if, as a result of a change in accounting principles which becomes effective on or after the Issue Date, but not otherwise, the obligations of the Issuer under the 2079 Capital Securities must not or may no longer be recorded as a "financial liability" in the next following audited annual consolidated financial statements of the Issuer prepared in accordance with IFRS or any other accounting standards that the Issuer may adopt in the future for the preparation of its audited annual consolidated financial statements in accordance with United Kingdom company law;

"Agent Bank" is the agent bank that entered into the Calculation Agreement with the Issuer, which will initially be The Bank of New York Mellon, London Branch;

"Agents" means the Agent Bank and the Paying Agent or any of them;

"Additional Enforcement Event" has the meaning given to it under "—Subordination";


"Arrears of Interest" has the meaning given to it under "—Optional Interest Deferral—Deferral of Payments";

"Business Day" means a day, other than a Saturday, Sunday or public holiday, on which commercial banks and foreign exchange markets are open for general business in London and New York City;

"Calculation Agreement" means the Calculation Agent Agreement dated April 4, 2019, entered into by the Issuer and the Bank of New York Mellon, London Branch;

"Calculation Amount" has the meaning given to it under "—Interest Payments—Interest Accrual";

"Capital Event" shall be deemed to occur if the Issuer has received, and confirmed in writing to the Trustee that it has so received, confirmation from any Rating Agency then providing a solicited rating of the Issuer or the 2079 Capital Securities at the invitation of, or with the consent of, the Issuer and in connection with which the 2079 Capital Securities are assigned an equity credit, either directly or via a publication by such Rating Agency, that an amendment, clarification or change has occurred in its equity credit criteria which becomes effective on or after the Issue Date (or, if later, effective after the date on which the 2079 Capital Securities are assigned "equity credit" by such Rating Agency for the first time) and as a result of which, but not otherwise, the 2079 Capital Securities will no longer be eligible for the same, or a higher amount of, "equity credit" (or such other nomenclature that the Rating Agency may then use to describe the degree to which an instrument exhibits the characteristics of an ordinary share) as was attributed to the 2079 Capital Securities at the Issue Date (or if "equity credit" is not assigned to the 2079 Capital Securities by the relevant Rating Agency on the Issue Date, at the date on which "equity credit" is assigned by such Rating Agency for the first time);

"Change of Control" means the occurrence of an event whereby any person or any persons acting in concert (as defined in the City Code on Takeovers and Mergers), other than a holding company (as defined in Section 1159 of the Companies Act 2006 as amended) whose shareholders are or are to be substantially similar to the preexisting shareholders of the Issuer, shall become interested (within the meaning of Part 22 of the Companies Act 2006 as amended) in (A) more than 50% of the issued or allotted ordinary share capital of the Issuer or (B) shares in the capital of the Issuer carrying more than 50% of the voting rights normally exercisable at a general meeting of the Issuer; provided that, no Change of Control shall be deemed to occur if the event would otherwise have constituted a Change of Control occurs or is carried out for the purposes of a reorganizations on terms previously approved by the Holders of at least 75% in principal amount of the 2079 Capital Securities then outstanding;

"Change of Control Event" shall be deemed to occur if:

(a)

a Change of Control occurs; and

(b)

any of the Issuer's Senior Unsecured Obligations carry:

(A)

an investment grade credit rating (Baa3 BBB–, or their respective equivalents, or better) (an "Investment Grade Rating"), by any Relevant Rating Agency at the invitation of the Issuer; or

(B)

(where there is no credit rating from any Relevant Rating Agency assigned at the invitation of the Issuer), an Investment Grade Rating by any Relevant Rating Agency of its own volition, and

(x) such rating is, within the Change of Control Period, either downgraded to a non-investment grade credit rating (Ba1 BB-, or their respective equivalents, or worse) (a "Non-Investment Grade Rating") or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to an Investment Grade Rating by such Relevant Rating Agency;

(y)

and there remains no other Investment Grade Rating of any of the Issuer's Senior Unsecured Obligations from any other Relevant Rating Agency; and


(c)

in making any decision to downgrade or withdraw an Investment Grade Rating pursuant to paragraph (b) above, such Relevant Rating Agency announces publicly or confirms in writing to the Issuer or the Trustee that such decision(s) resulted, in whole or in part, from the occurrence of the relevant Change of Control.

Further, if at the time of the occurrence of the relevant Change of Control the Issuer's Senior Unsecured Obligations are not assigned an Investment Grade Rating by any Relevant Rating Agency, a Change of Control Event will be deemed to occur upon the occurrence of a Change of Control alone.

If the rating designations employed by either Moody's or S&P are changed from those which are described in paragraph (b) of the definition of "Change of Control Event" above, or if a rating is procured from a Substitute Relevant Rating Agency, the Issuer shall determine the rating designations of Moody's or S&P or such Substitute Relevant Rating Agency (as appropriate) as are most equivalent to the prior rating designations of Moody's or S&P and the definition of "Change of Control Event" shall be construed accordingly;

"Change of Control Period" means the period commencing upon a Change of Control and ending 90 days after the Change of Control (or such longer period for which the Senior Unsecured Obligations are under consideration (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review, such period not to exceed 60 days after the public announcement of such consideration);

"Compulsory Arrears of Interest Settlement Event" shall have occurred if:

(a)

a dividend (either interim or final), other distribution or payment was validly resolved on, declared, paid or made in respect of (i) ordinary shares of the Issuer, (ii) any obligations of the Issuer which rank or are expressed to rank pari passu with the ordinary shares of the Issuer or (iii) any obligations of any Subsidiaries of the Issuer benefiting from a guarantee or support agreement entered into by the Issuer which ranks, or is expressed to rank, pari passu with the ordinary shares of the Issuer, except where (x) such dividend, other distribution or payment was required to be resolved on, declared, paid or made exclusively in ordinary shares of the Issuer or in respect of any share option, or any free share allocation plan in each case reserved for directors, officers and/or employees of the Issuer or any of its affiliates or any associated liquidity agreements or any associated hedging transactions or (y) the Issuer is obliged under the terms of such securities or by mandatory operation of law to make such dividend, distribution or other payment; or

(b)

a dividend (either interim or final), other distribution or payment was validly resolved on, declared, paid or made in respect of any Parity Obligations of the Issuer, except where such dividend, distribution or payment was required to be declared, paid or made under the terms of such Parity Obligations of the Issuer or by mandatory operation of law; or

(c)

the Issuer has redeemed, repurchased or otherwise acquired (i) any ordinary shares of the Issuer, (ii) any obligations of the Issuer which rank or are expressed to rank pari passu with the ordinary shares of the Issuer or (iii) any obligations of any Subsidiaries of the Issuer benefiting from a guarantee or support agreement entered into by the Issuer which ranks, or is expressed to rank, pari passu with the ordinary shares of the Issuer, except where (v) such repurchase or acquisition was undertaken in respect of any share option, or any free share allocation plan in each case reserved for directors, officers and/or employees of the Issuer or any of its affiliates or any associated liquidity agreements or any associated hedging transactions, (w) the Issuer is obliged under the terms of such securities or by mandatory operation of law to make such repurchase or acquisition or (x) such repurchase or acquisition was made by or on behalf of the Issuer as part of an intra-day transaction that does not result in an increase in the aggregate number of ordinary shares held by or on behalf of the Issuer as treasury shares at 8:30 a.m. London time on the Interest Payment Date on which any outstanding Arrears of Interest were first deferred, (y) such repurchase or acquisition results from hedging of any convertible securities issued by the Issuer or by any Subsidiary of the Issuer and guaranteed by the Issuer; or (z) such repurchase or acquisition results from the settlement of existing equity derivatives after the Interest Payment Date on which any outstanding Arrears of Interest were first deferred;


(d)

the Issuer, or any Subsidiary of the Issuer, has redeemed, repurchased or otherwise acquired any Parity Obligations of the Issuer, except where (x) such redemption, repurchase or acquisition is effected as a public cash tender offer or public exchange offer at a purchase price per security which is below its par value or (y) the Issuer, or any Subsidiary of the Issuer, is obliged under the terms of such securities or by mandatory operation of law to make such redemption, repurchase or acquisition or (z) such acquisition results from the conversion of any convertible securities issued by the Issuer or issued by a Subsidiary of the Issuer with a guarantee from the Issuer;

"Deferred Interest Payment" has the meaning given to it under "—Optional Interest Deferral—Deferral of Payments";

"First Fixed Interest Rate" has the meaning given to it under "—Interest Payments—First Fixed Interest Rate";

"First Call Date" means January 4, 2029;

"First Reset Date" means April 4, 2029;

"Interest Payment" means, in respect of an Interest Payment Date, the amount of interest payable on the 2079 Capital Securities for the relevant Interest Period in accordance with "—Interest Payments";

"Interest Payment Date" means April 4 and October 4 in each year, commencing on (and including) October 4, 2019, subject to adjustment as described under "—Interest Payments—Interest Rate";

"Interest Period" means the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date;

"Interest Rate" means the First Fixed Interest Rate and/or each Subsequent Fixed Interest Rate, as the case may be;

"Issue Date" has the meaning given to it under "—Interest Payments—Interest Rate";

"Junior Obligations" means any shares in the capital of the Issuer (except for preference shares in the capital of the Issuer (if any)) or any other securities or obligations issued or owed by the Issuer (including guarantees or indemnities or support arrangements given by the Issuer in respect of securities or obligations owed by other persons) which rank, or are expressed to rank, junior to the 2079 Capital Securities or to the most junior class of preference shares in the capital of the Issuer;

"Mandatory Settlement Date" means the earlier of:

(a)

the date on which a Compulsory Arrears of Interest Settlement Event occurs;

(b)

the next scheduled Interest Payment Date on which the Issuer pays interest on the 2079 Capital Securities; or

(c)

the date on which the 2079 Capital Securities are redeemed or repaid in accordance with "—Subordination", "—Redemption" or "—Event of Default";

"Maturity Date" means April 4, 2079, subject to adjustment as described under "—Interest Payments—Interest Rate";

"Parity Obligations" means (if any) (i) the most junior class of preference share capital in the Issuer ranking ahead of the ordinary shares in the capital of the Issuer and any other obligations of the Issuer, issued directly or indirectly by it, which rank, or are expressed to rank, pari passu with the 2079 Capital Securities or such preference shares and (ii) any obligations of any Subsidiaries of the Issuer benefiting from a guarantee or support agreement


entered into by the Issuer which ranks, or is expressed to rank, pari passu with the 2079 Capital Securities or such preference shares;

For the avoidance of doubt, Parity Obligations include the Issuer's £1,440,000,000 2.00% Subordinated Mandatory Convertible Bonds due 2019 (ISIN: XS1371473601), the Issuer's €2,000,000,000 Capital Securities due 2079 issued on or around October 3, 2018 (ISIN: XS1888179477), the Issuer's €500,000,000 Capital Securities due 2078 issued on or around October 3, 2018 (ISIN: XS1888179550), the Issuer's £500,000,000 Capital Securities due 2078 issued on or around October 3, 2018 (ISIN: XS1888180996) and the Issuer's U.S.$ 1,300,000,000 Capital Securities due 2078 issued on October 3, 2018 (ISIN: XS1888180640).

"Qualifying Securities" has the meaning given to it under "—Substitution or Variation";

"Rating Agency" means Fitch Ratings Ltd, Moody's Investors Service Esparia S.A. ("Moody's") or Standard & Poor's Credit Market Services Europe Limited ("S&P") or any of their respective affiliates or successors or any rating agency substituted for any of them by the Issuer from time to time;

"Relevant Date" means (i) in respect of any payment other than a sum to be paid by the Issuer in a winding-up or administration of the Issuer, the date on which such payment first becomes due and payable but, if the full amount of the moneys payable on such date has not been received by the Principal Paying Agent or the Trustee on or prior to such date, the Relevant Date means the date on which such moneys shall have been so received and notice to that effect shall have been given to the Holders, and (ii) in respect of a sum to be paid by the Issuer in a winding-up or administration of the Issuer, the date which is one day prior to the date on which an order is made or a resolution is passed for the winding-up or, in the case of an administration, one day prior to the date on which any dividend is distributed;

"Relevant Rating Agency" means Moody's or S&P or any of their respective affiliates or successors or any rating agency (a "Substitute Relevant Rating Agency") substituted for any of them by the Issuer from time to time;

"Reset Date" means the First Reset Date and each date falling on the fifth anniversary of the First Reset Date;

"Reset Period" means the period from one Reset Date to (but excluding) the next following Reset Date;

"Reset Reference Banks" means five major banks in the interbank market in London as selected by the Agent Bank, after consultation with the Issuer;

"Senior Obligations" means all obligations of the Issuer, issued directly or indirectly by it, other than Parity Obligations and Junior Obligations;

"Senior Unsecured Obligations" means any of the Issuer's senior unsecured obligations;

"Special Event" means any of an Accounting Event, a Capital Event, a Tax Event or a Withholding Tax Event or any combination of the foregoing;

"Subsequent Fixed Interest Rate" has the meaning given to it under "—Interest Payments—Subsequent Fixed Interest Rates";

"Subsidiary" means a subsidiary within the meaning of Section 1159 of the Companies Act 2006;

"Substitution or Variation Event" has the meaning given to it under "—Substitution or Variation";

"successor in business" means, in relation to a company, any other company which:

(a)

owns beneficially the whole or substantially whole of the undertaking, property and assets owned by such company immediately prior thereto; and


(b)

carries on, as successor to such company, the whole or substantially the whole of the business carried on by such company immediately prior thereto;

"Tax Event" shall be deemed to have occurred if as a result of a Tax Law Change:

(a)

in respect of, or as a result of, the Issuer's obligation to make any Interest Payment on the next following Interest Payment Date, the Issuer would not be entitled to claim a deduction in computing its taxation liabilities in the United Kingdom or such entitlement is materially reduced or materially delayed (a "disallowance");

(b)

the 2079 Capital Securities are prevented from being treated as loan relationships for United Kingdom tax purposes; or

(c)

in respect of the Issuer's obligation to make any Interest Payment on the next following Interest Payment Date, where a deduction arises in respect of such Interest Payment the Issuer would not to any material extent be entitled to have such deduction set against the profits of companies with which it is grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date or any similar system or systems having like effect as may from time to time exist) otherwise than as a result of a disallowance within (a),

and, in each case, the Issuer cannot avoid the foregoing in connection with the 2079 Capital Securities by taking measures reasonably available to it, provided measures reasonably available to the Issuer shall not include allocating a disallowance provided for in (a) above to any other company or security;

"Tax Law Change" means a change in or proposed change in, or amendment or proposed amendment to, the laws or regulations of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax, including any treaty to which the United Kingdom is a party, or any change in the application of official or generally published interpretation of such laws or regulations, including a decision of any court or tribunal, or any interpretation or pronouncement by any relevant tax authority that provides for a position with respect to such laws or regulations or interpretation thereof that differs from the previously generally accepted position in relation to similar transactions, which change or amendment becomes, or would become, effective on or after the Issue Date;

"United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;

"U.S. dollar", "U.S.$" and "cent" mean the lawful currency of the United States of America; and

a "Withholding Tax Event" shall be deemed to occur if as a result of a Tax Law Change, in making any payments on the 2079 Capital Securities, the Issuer has paid or will or would on the next Interest Payment Date be required to pay Additional Amounts on the 2079 Capital Securities and the Issuer cannot avoid the foregoing in connection with the 2079 Capital Securities by taking measures reasonably available to it.

NC5.25 Capital Securities due 2081

The following terms are applicable to the NC5.25 Capital Securities due 2081. Within this section, capitalized terms that are not otherwise defined have the meaning given to them in the prospectus supplement dated June 1, 2021 (the “2081 Capital Securities Prospectus Supplement”), to the base prospectus dated July 29, 2020 (File No. 333-240163), filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2) on June 2, 2021, which prospectus supplement is incorporated by reference herein.

·

Title: NC5.25 Capital Securities due 4 June 2081.

·

Total principal amount outstanding: $500,000,000.

·

Issue date: June 4, 2021.


·

Interest: The NC5.25 Capital Securities due 4 June 2081 bear interest on their principal amount from (and including) the issue date to (but excluding) September 4, 2026 (the First Reset Date) at a rate of 3.250% per annum, payable semi-annually in arrears on March 4 and September 4 in each year, commencing on March 4, 2022. Thereafter, unless previously redeemed, the NC5.25 Capital Securities due 4 June 2081 will bear interest from (and including) the First Reset Date to (but excluding) September 4, 2031 at a rate per annum equal to the 5 year Treasury Rate (as defined in the 2081 Capital Securities Prospectus Supplement) for the relevant reset period plus the relevant Margin applicable to that reset period, payable semi-annually in arrears on March 4 and September 4 in each year. Thereafter, unless previously redeemed, the NC5.25 Capital Securities due 4 June 2081 will bear interest from (and including) September 4, 2031 to (but excluding) September 4, 2046 at a rate per annum equal to the 5 year Treasury Rate for the relevant reset period plus the relevant Margin applicable to that reset period, payable semi-annually in arrears on March 4 and September 4 in each year. From (and including) September 4, 2046 up to (but excluding) June 4, 2081 (the Maturity Date), unless previously redeemed, the NC5.25 Capital Securities due 4 June 2081 will bear interest at a rate per annum equal to the 5 year Treasury Rate for the relevant Reset Period plus the Margin appliable to that Reset Period payable semi-annually in arrears on March 4 and September 4 in each year, and on the Maturity Date. See Description of SecuritiesInterest Payments in the 2081 Capital Securities Prospectus Supplement.

NC10 Capital Securities due 2081

The following terms are applicable to the NC10 Capital Securities due 2081. Within this section, capitalized terms that are not otherwise defined have the meaning given to them in the 2081 Capital Securities Prospectus Supplement, which prospectus supplement is incorporated by reference herein.

·

Title: NC10 Capital Securities due 4 June 2081.

·

Total principal amount outstanding: $1,000,000,000.

·

Issue date: June 4, 2021.

·

Interest: The NC10 Capital Securities due 4 June 2081 bear interest on their principal amount from (and including) the issue date to (but excluding) September 4, 2026 (the First Reset Date) at a rate of 4.125% per annum, payable semi-annually in arrears on June 4 and December 4 in each year, commencing on December 4, 2021. Thereafter, unless previously redeemed, the NC10 Capital Securities due 4 June 2081 will bear interest from (and including) the First Reset Date to (but excluding) June 4, 2051 at a rate per annum equal to the 5 year Treasury Rate (as defined in the 2081 Capital Securities Prospectus Supplement) for the relevant reset period plus the relevant Margin applicable to that reset period, payable semi-annually in arrears on June 4 and December 4 in each year. From (and including) June 4, 2051 up to (but excluding) June 4, 2081 (the Maturity Date), unless previously redeemed, the NC10 Capital Securities due 4 June 2081 will bear interest at a rate per annum equal to the 5 year Treasury Rate for the relevant Reset Period plus the Margin appliable to that Reset Period payable semi-annually in arrears on June 4 and December 4 in each year, and on the Maturity Date. See Description of SecuritiesInterest Payments in the 2081 Capital Securities Prospectus Supplement.

NC30 Capital Securities due 2081

The following terms are applicable to the NC30 Capital Securities due 2081. Within this section, capitalized terms that are not otherwise defined have the meaning given to them in the 2081 Capital Securities Prospectus Supplement, which prospectus supplement is incorporated by reference herein.

·

Title: NC30 Capital Securities due 4 June 2081.

·

Total principal amount outstanding: $950,000,000.

·

Issue date: June 4, 2021.


·

Interest: The NC30 Capital Securities due 4 June 2081 bear interest on their principal amount from (and including) the issue date to (but excluding) June 4, 2051 (the First Reset Date) at a rate of 5.125% per annum, payable semi-annually in arrears on June 4 and December 4 in each year, commencing on December 4, 2021. Thereafter, unless previously redeemed, the NC30 Capital Securities due 4 June 2081 will bear interest from (and including) the First Reset Date to (but excluding) June 4, 2071 at a rate per annum equal to the 5 year Treasury Rate (as defined in the 2081 Capital Securities Prospectus Supplement) for the relevant reset period plus the relevant Margin applicable to that reset period, payable semi-annually in arrears on June 4 and December 4 in each year. From (and including) June 4, 2071 up to (but excluding) June 4, 2081 (the Maturity Date), unless previously redeemed, the NC30 Capital Securities due 4 June 2081 will bear interest at a rate per annum equal to the 5 year Treasury Rate for the relevant Reset Period plus the Margin appliable to that Reset Period payable semi-annually in arrears on June 4 and December 4 in each year, and on the Maturity Date. See Description of SecuritiesInterest Payments in the 2081 Capital Securities Prospectus Supplement.

Additional Terms Applicable to 2081 Capital Securities

The following terms are applicable to all 2081 Capital Securities.

·

Maturity date: Unless previously redeemed, purchased, cancelled or substituted, the 2081 Capital Securities will mature on June 4, 2081, and holders will be entitled to receive 100% of the principal amount of the 2081 Capital Securities, together with any accrued and unpaid interest and any outstanding arrears of interest.

·

Optional interest deferral: The Company may, at its discretion, elect to defer all or part of any Interest Payment (a Deferred Interest Payment) which is otherwise scheduled to be paid on an Interest Payment Date by giving a Deferral Notice of such election to the holders of 2081 Capital Securities, the Trustee and the Principal Paying Agent. Other than in connection with a Mandatory Settlement, if the Company elects not to make all or part of any Interest Payment on an Interest Payment Date, then the Company will not have any obligation to pay such interest on the relevant Interest Payment Date and any such non-payment of interest will not constitute an Event of Default of the Company or any other breach of its obligations under the 2081 Capital Securities or for any other purpose.

·

Ranking: The 2081 Capital Securities constitute direct, unsecured and subordinated obligations of the Company. The rights and claims of the holders will be subordinated to the claims of holders of all Senior Obligations in that if at any time an order is made, or an effective resolution is passed, for the winding-up of the Company (otherwise than for the purposes of a solvent winding-up solely for the purposes of a reorganization, reconstruction, amalgamation or the substitution in place of the Company of a successor in business of the Company, the terms of which reorganization, reconstruction, amalgamation or substitution do not provide for a claim to be made in the winding-up or administration of the Company in respect of the 2081 Capital Securities) or an administrator of the Company is appointed and such administrator gives notice that it intends to declare and distribute a dividend, the rights and claims of the holders will be subordinated in accordance with the provisions set forth under Description of Securities-Subordination in the 2081 Capital Securities Prospectus Supplement.

·

The 2081 Capital Securities will be structurally subordinated to all obligations of the Companys subsidiaries including claims with respect to trade payables..

·

Mandatory Settlement: Notwithstanding the above and the provisions of Optional Interest Deferral in the 2081 Capital Securities Prospectus Supplement, the Company will pay any outstanding Arrears of Interest, in whole but not in part, on the first occurring Mandatory Settlement Date following the Interest Payment Date on which a Deferred Interest Payment first arose. A Mandatory Settlement Date as defined in the terms of the 2081 Capital Securities encompasses (i) dividends, other distributions or payments in respect of Parity Obligations and other events that constitute Compulsory Arrears of Interest Settlement Events, (ii) payments of interest on the 2081 Capital Securities on a scheduled Interest Payment Date following the Interest Payment Date on which a Deferred Interest Payment first arose and (iii) the date of which the 2081 Capital Securities are redeemed or repaid in accordance with the conditions set forth under Description of


Securities—Subordination”, “Description of Securities—Redemption” or “Description of Securities—Event of Default” in the 2081 Capital Securities Prospectus Supplement.

·

Optional Redemption: The Company may redeem all, but not less than all, of the 2081 Capital Securities on any Business Day in the period commencing on any date from (and including) the First Call Date to (and including) the First Reset Date or on any Interest Payment Date thereafter at their principal amount, together with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest in respect of the 2081 Capital Securities.

·

Make-whole redemption: The Company has the right to redeem all, but not some only, of any tranche of the 2081 Capital Securities then outstanding, on any Business Day falling prior to the relevant First Call Date at the a redemption price equal to the greater of (1) 100% of the principal amount outstanding of the relevant tranche plus accrued interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the relevant tranche and portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the reference bond rate.

·

Special Event Redemption: If a Capital Event, Tax Event, Accounting Event or Withholding Tax Event (any such, a Special Event) has occurred and is continuing, then the Company may redeem at any time all, but not less than all, of the 2081 Capital Securities at:

o

in the case of a Capital Event, Tax Event or Accounting Event where the relevant date fixed for redemption falls prior to the First Call Date, 101% of their principal amount;

o

in the case of a Capital Event, Tax Event or Accounting Event where the relevant date fixed for redemption falls on or after the First Call Date, 100% of their principal amount; or

o

in the case of a Withholding Tax Event where any such redemption occurs at any time, 100% of their principal amount,

in each case together with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest in respect of the 2081 Capital Securities.

·

Change of Control: If a Change of Control Event has occurred and is continuing, the Company may elect to redeem all, but not less than all, of the 2081 Capital Securities at any time at 101% of the principal amount of the 2081 Capital Securities, together with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest in respect of the 2081 Capital Securities. If the Company does not elect to redeem the 2081 Capital Securities following the occurrence of a Change of Control Event, the then prevailing Interest Rate, and each subsequent Interest Rate, on the 2081 Capital Securities shall be increased by 5% per annum with effect from (and including) the date on which the Change of Control Event occurred.

·

Substitution or variation instead of special event redemption: If an Accounting Event, a Capital Event, a Tax Event or a Withholding Tax Event has occurred and is continuing, without the consent of the holders of 2081 Capital Securities, the Company may either, as an alternative to redemption, at any time, (i) substitute all, but not less than all, of the 2081 Capital Securities for, or (ii) vary the terms of the 2081 Capital Securities with the effect that they remain or become, as the case may be, Qualifying Securities, in each case in accordance with certain conditions and subject, inter alia, to the receipt by the Trustee of the Officer’s Certificate and an Opinion of Counsel, each as defined in the Indenture.

·

Event of Default: If a default is made by the Company for a period of 14 days or more in the payment of any principal or premium (if any) or 21 days or more in the payment of interest, in each case in respect of any tranche of the 2081 Capital Securities and which is due, then the Company shall, without notice from the Trustee, be deemed to be in default under the indenture and the relevant 2081 Capital Securities and the Trustee at its sole discretion may, or shall, if so requested in writing by the shareholders of at least 25% in principal amount of the relevant 2081 Capital Securities then outstanding, subject in each case to its being indemnified and/or secured and/or prefunded to its satisfaction, institute proceedings for the winding-up of the Company and/or prove and/or claim in the winding-up or liquidation of the Company, such claim


being subordinated, and for the amount as provided in “Description of Securities—Subordination—General” in the 2081 Capital Securities Prospectus Supplement.

·

Payment of additional amounts: The Company intends to make all payments on the Notes without deducting United Kingdom (U.K.) withholding taxes. If any deduction is required on payments to non-U.K. investors, the Company will pay additional amounts on those payments to the extent described under Description of Debt Securities We May OfferPayment of Additional Amounts in the 2081 Capital Securities Prospectus Supplement..

Further Terms, Mechanics Exchange and Transfer applicable to 2081 Capital Securities

Interest Payments

Interest Rate

Each tranche of the 2081 Capital Securities bears interest on its principal amount at the applicable Interest Rate from (and including) June 4, 2021 (the “Issue Date”) in accordance with the provisions of this “-Interest Payments”.

Subject to conditions set forth under “-Optional Interest Deferral”, interest shall be payable on the 2081 Capital Securities semi-annually in arrears on each Interest Payment Date, provided that if any Interest Payment Date, other than the Maturity Date, would fall on a day that is not a Business Day, the Interest Payment Date will be postponed to the next succeeding Business Day (without the accrual of any additional interest for such period), except that if that Business Day falls in the next succeeding calendar month, the Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date falls on a day that is not a Business Day, the payment of principal and interest will be postponed to the next Business Day and no interest will accrue as a result of that postponement (see “-General” above).

Interest Accrual

The 2081 Capital Securities will cease to bear interest from (and including) the date of redemption thereof pursuant to the provisions set forth under “-Redemption” or the date of substitution thereof pursuant to “-Substitution or Variation”, as the case may be, unless, upon due presentation, payment of all amounts due in respect of the 2081 Capital Securities is not made, in which event interest shall continue to accrue in respect of unpaid amounts on the 2081 Capital Securities, both before and after judgment, and shall be payable, up to (but excluding) the Relevant Date (as defined in the 2081 Capital Securities Prospectus Supplement).

Except as provided in “-Interest Payments-First Fixed Interest Rate” in the 2081 Capital Securities Prospectus Supplement, where it is necessary to calculate an amount of interest in respect of any Security for a period which is less than or equal to a complete Interest Period, such interest shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

Where it is necessary to calculate an amount of interest in respect of any Security for a period of more than one Interest Period, such interest shall be the aggregate of the interest payable in respect of a full Interest Period plus the interest payable in respect of the remaining period calculated in the manner as aforesaid.

Interest in respect of any Security shall be calculated per U.S.$1,000 in principal amount thereof (the “Calculation Amount”). The amount of interest payable per Calculation Amount for any period shall, except as provided in “-Interest Payments-First Fixed Interest Rate” in the 2081 Capital Securities Prospectus Supplement, be equal to the product of the relevant Interest Rate, the Calculation Amount and the day count fraction as described in this sub-section for the relevant period, rounding the resulting figure to the nearest cent (half a cent being rounded upwards). The amount of interest payable in respect of each Security shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the denomination of such Security without any further rounding.


First Fixed Interest Rate

For each Interest Period ending prior to the First Tranche 1 Reset Date, the Tranche 1 Securities bear interest, subject to “-Optional Interest Deferral”, at the rate of 3.250% per annum (the “First Tranche 1 Fixed Interest Rate”), payable semi-annually in arrears on the related Interest Payment Dates. Subject to “-Optional Interest Deferral”, the Interest Payment in respect of each Interest Period commencing before the First Tranche 1 Reset Date will amount to U.S.$16.25 per Calculation Amount.

For each Interest Period ending prior to the First Tranche 2 Reset Date, the Tranche 2 Securities bear interest, subject to “-Optional Interest Deferral”, at the rate of 4.125% per annum (the “First Tranche 2 Fixed Interest Rate”), payable semi-annually in arrears on the related Interest Payment Dates. Subject to “-Optional Interest Deferral”, the Interest Payment in respect of each Interest Period commencing before the First Tranche 2 Reset Date will amount to U.S.$20.63 per Calculation Amount.

For each Interest Period ending prior to the First Tranche 3 Reset Date, the Tranche 3 Securities bear interest, subject to “-Optional Interest Deferral”, at the rate of 5.125% per annum (the “First Tranche 3 Fixed Interest Rate”), payable semi-annually in arrears on the related Interest Payment Dates. Subject to “-Optional Interest Deferral”, the Interest Payment in respect of each Interest Period commencing before the First Tranche 3 Reset Date will amount to U.S.$25.63 per Calculation Amount.

The “First Fixed Interest Rate” means the First Tranche 1 Fixed Interest Rate, the First Tranche 2 Fixed Interest Rate or the First Tranche 3 Fixed Interest Rate, as applicable.

Subsequent Fixed Interest Rates

For each Interest Period which commences on or after the relevant First Reset Date, the 2081 Capital Securities bear interest, subject to “-Optional Interest Deferral”, at the Subsequent Fixed Interest Rate determined on the Reset Interest Determination Date in respect of the Reset Period in which that Interest Period falls. Such interest shall be payable semi-annually in arrears on the related Interest Payment Dates until (and including) the relevant Maturity Date and, subject to “-Interest Payments-Step-up after Change of Control Event” in the 2081 Capital Securities Prospectus Supplement, the “Subsequent Fixed Interest Rate” shall be the sum as determined by the Agent Bank, of the relevant Five-Year Treasury Rate plus the Margin applicable to that Reset Period, where:

“Five-Year Treasury Rate” means, as of any Reset Interest Determination Date, the average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the most recent five business days appearing under the caption “Treasury Constant Maturities” in the most recent H.15.

If the Issuer, in its sole discretion, determines that the Five-Year Treasury Rate cannot be determined pursuant to the method described above, the Issuer may use reasonable efforts to designate an unaffiliated agent or advisor, which may include an unaffiliated underwriter for the offering of the 2081 Capital Securities or any affiliate of any such underwriter (the “Designee”), to determine whether there is an industry-accepted successor rate to the Five-Year Treasury Rate. If the Designee determines that there is such an industry-accepted successor rate to the Five-Year Treasury Rate, then the Five-Year Treasury Rate shall be such successor rate and, in that case, the Designee may then determine and adjust the business day convention, the definition of business day and the Reset Interest Determination Date to be used and any other relevant methodology for calculating such substitute or successor base rate, including any adjustment factor needed to make such substitute or successor base rate comparable to the Five-Year Treasury Rate, in a manner that is consistent with industry accepted practices for such substitute or successor base rate. No such adjustment shall affect the Trustee’s or the Agent Bank’s own rights, duties or immunities under the indenture, the calculation agent agreement or otherwise.

If the Five-Year Treasury Rate cannot be determined pursuant to the methods described in the paragraphs above, the rate will be equal to the Five-Year Treasury Rate for the last preceding Reset Period (or, in the case of the first Reset Period, the rate equal to 0.803% per annum in the case of the Tranche 1 Securities, 1.608% per annum in the case of the Tranche 2 Securities and 2.302% per annum in the case of the Tranche 3 Securities).

“H.15” means the daily statistical release designated as such, or any successor publication as determined by the Issuer in its sole discretion, published by the Board of Governors of the United States Federal Reserve System, and


“most recent H.15” means the H.15 published closest in time but prior to the close of business on the Reset Interest Determination Date.

As used in this section:

“Margin” means: (a) in respect of the Tranche 1 Securities: (i) for each Reset Period which falls in the period commencing on (and including) September 4, 2026 and ending on (but excluding) September 4, 2031, 244.7 bps; (ii) for each Reset Period which falls in the period commencing on (and including) September 4, 2031 and ending on (but excluding) September 4, 2046, 269.7 bps; and (iii) for each Reset Period which falls on or after September 4, 2046, 344.7 bps; (b) in respect of the Tranche 2 Securities: (i) for each Reset Period which falls in the period commencing on (and including) June 4, 2031 and ending on (but excluding) June 4, 2051, 276.7 bps; and (ii) for each Reset Period which falls on or after June 4, 2051, 351.7 bps; and (c) in respect of the Tranche 3 Securities: (i) for each Reset Period which falls in the period commencing on (and including) June 4, 2051 and ending on (but excluding) June 4, 2071, 307.3 bps; and (ii) for each Reset Period which falls on or after June 4, 2071, 382.3 bps; “Reset Interest Determination Date” means the day falling two U.S. Government Securities Business Days prior to the first day of the relevant Reset Period.

“U.S. Government Securities Business Days” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

The Subsequent Fixed Interest Rate shall be determined as provided above in respect of each relevant Reset Period, provided that the Subsequent Fixed Interest Rate shall never be lower than 0% (zero), and, as so determined, such rate shall apply to each Interest Period falling within that Reset Period.

For the purposes of this section, the Agent Bank shall not be responsible to the Issuer or to any third party as a result of the Agent Bank having relied upon or acted on any quotation or information given to it for the purposes of calculating the Subsequent Fixed Interest Rate which subsequently may be found to be incorrect or inaccurate in any way or for any losses whatsoever resulting from acting in accordance therewith.

Determination of Subsequent Fixed Interest Rates

The Agent Bank will, as soon as practicable after 11.00 a.m. (New York City time) on each Reset Interest Determination Date, determine the Subsequent Fixed Interest Rate in respect of each Interest Period falling within the relevant Reset Period and promptly notify the Issuer.

Publication of Subsequent Fixed Interest Rates

The Company will cause notice of each Subsequent Fixed Interest Rate determined in accordance the provisions set forth under “Interest Payments” in respect of each relevant Interest Period to be given to the Trustee, the Holders, the Paying Agents and any stock exchange on which the 2081 Capital Securities are for the time being listed or admitted to trading, in each case as soon as practicable after its determination but in any event not later than the fourth Business Day thereafter.

Agent Bank

With effect from the relevant First Reset Date, the Issuer will maintain an Agent Bank which will calculate the relevant Interest Rate.

The Company may from time to time replace the Agent Bank with another leading financial institution in New York, New York. If the Agent Bank is unable or unwilling to continue to act as the Agent Bank or fails duly to determine a Subsequent Fixed Interest Rate in respect of any Interest Period as provided in “-Interest Payments-Subsequent Fixed Interest Rates”, the Company will forthwith appoint another leading financial institution in New York, New York. The Agent Bank may not resign its duties or be removed without a successor having been appointed as aforesaid.


Determinations of Agent Bank Binding

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions set forth under “-Interest Payments” by the Agent Bank shall (in the absence of manifest error) be binding on the Issuer, the Agent Bank, the Trustee, the Paying Agents and all Holders and no liability to the Holders, the Company or the Trustee will attach to the Agent Bank in connection with the exercise or non-exercise by it of any of its powers, duties and discretions; provided that none of the Trustee, the Agent Bank or any Paying Agent shall have any responsibility to determine whether any manifest error has occurred and, in the absence of notice from us, may conclusively assume that no manifest error has occurred and shall suffer no liability in so assuming.

Step-up after Change of Control Event

Notwithstanding any other provision set forth under “-Interest Payments”, if the Issuer does not elect to redeem any tranche of the 2081 Capital Securities in accordance with the provisions set forth under “-Redemption-Redemption for Change of Control Event” following the occurrence of a Change of Control Event, the then prevailing Interest Rate, and each subsequent Interest Rate otherwise determined in accordance with the provisions set forth under “Interest Payments”, on the relevant 2081 Capital Securities shall be increased by 5% per annum with effect from (and including) the date on which the Change of Control Event occurred.

Without prejudice to the Company’s right to redeem any tranche of the 2081 Capital Securities in accordance with the provision set forth under “-Redemption-Redemption for Change of Control Event” following the occurrence of any Change of Control Event, the provision set forth under this “-Interest Payments-Step-up after Change of Control Event” shall only apply in relation to the first Change of Control Event to occur while any relevant 2081 Capital Securities remain outstanding.

Redemption

Make Whole Redemption by Company

The Issuer may, by giving not less than 10 but not more than 60 calendar days’ notice to the Trustee, the Principal Paying Agent and, in accordance with the notice provisions of the indenture, the Holders of any tranche of the 2081 Capital Securities (which notice shall be irrevocable and shall specify the date fixed for redemption (the “Make Whole Redemption Date”)), redeem all, but not some only, of the relevant 2081 Capital Securities then outstanding on any Business Day falling prior to the First Call Date at the Make Whole Redemption Amount together with any accrued and unpaid interest up to (but excluding) the Make Whole Redemption Date and any outstanding Arrears of Interest. No later than the Business Day immediately following the Reference Date, the Determination Agent shall notify the Issuer, the Trustee and the Principal Paying Agent of the Make Whole Redemption Amount, the Reference Bond Rate and (if applicable) the details of any Similar Security. The Issuer will promptly thereafter notify, in accordance with the notice provisions of the indenture, the Holders of any tranche of the 2081 Capital Securities of the Make Whole Redemption Amount, the Reference Bond Rate and (if applicable) the details of any Similar Security. Upon the expiry of such notice, the Issuer shall redeem the relevant tranche of the 2081 Capital Securities.

For the purposes of this subsection, unless the context otherwise requires, the following defined terms shall have the meanings set out below:

“Determination Agent” means an investment bank or financial institution of international standing selected by (and at the expense of) the Issuer for the purposes of the calculating the Make Whole Redemption Amount and, if applicable, selecting a Similar Security;

“Make Whole Redemption Amount” means an amount in U.S. dollars equal to the higher of: (x) 100% of the principal amount outstanding of the tranche of the 2081 Capital Securities to be redeemed and (y) the sum of the present values of the principal amount outstanding of the relevant 2081 Capital Securities and the Remaining Term Interest on the relevant 2081 Capital Securities (exclusive of any outstanding Arrears of Interest and any interest accruing on the principal amount of the relevant 2081 Capital Securities from, and including, the last Interest Payment Date or, as the case may be, the Issue Date, immediately preceding the Make Whole Redemption Date to, but excluding, the Make Whole Redemption Date) and such present values shall be calculated by discounting such


amounts to such Make Whole Redemption Date, on a semi-annual basis (assuming a day count fraction as described under “-Interest Payments-Interest Accrual”) at a per annum rate equal to the Reference Bond Rate, plus the Redemption Margin, all as determined by the Determination Agent;

“Quotation Time” means 11.00 a.m. (New York City time);

“Redemption Margin” means, in respect of the Tranche 1 Securities, 0.40% per annum, in respect of the Tranche 2 Securities, 0.40% per annum, and, in respect of the Tranche 3 Securities, 0.45% per annum;

“Reference Bond” means, in respect of the Tranche 1 Securities, U.S. Treasury 0.750% due May 2026 (ISIN: US91282CCF68), in respect of the Tranche 2 Securities, U.S. Treasury 1.625% due May 2031 (ISIN: US91282CCB54) and, in respect of the Tranche 3 Securities, U.S. Treasury 1.875% due February 2051 (ISIN: US912810SU34). In any such case if such security is no longer outstanding, a Similar Security chosen by the Determination Agent and notified to the Issuer;

“Reference Bond Price” means, with respect to the Make Whole Redemption Date, (a) the arithmetic average of the Reference Government Bond Dealer Quotations for the Make Whole Redemption Date, after excluding the highest and lowest such Reference Government Bond Dealer Quotations, or (b) if the Determination Agent obtains fewer than four such Reference Government Bond Dealer Quotations, the arithmetic average of all such quotations;

“Reference Bond Rate” means, with respect to the Make Whole Redemption Date, the rate per annum equal to the annual or semi-annual yield (as the case may be) to maturity or interpolated yield to maturity (on the relevant day count basis) of the Reference Bond, assuming a price for the Reference Bond (expressed as a percentage of its principal amount) equal to the Reference Bond Price for such Make Whole Redemption Date;

“Reference Date” means the third Business Day prior to the Make Whole Redemption Date;

“Reference Government Bond Dealer” means each of five banks selected by the Issuer, or their affiliates, which are (a) primary government securities dealers, and their respective successors, or (b) market makers in pricing corporate bond issues (and which may include, for the avoidance of doubt, Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Standard Chartered Bank);

“Reference Government Bond Dealer Quotations” means, with respect to each Reference Government Bond Dealer and the Make Whole Redemption Date, the arithmetic average, as determined by the Determination Agent, of the bid and offered prices for the Reference Bond (expressed in each case as a percentage of its principal amount) at the Quotation Time on the Reference Date quoted in writing to the Determination Agent by such Reference Government Bond Dealer;

“Remaining Term Interest” means the aggregate amount of scheduled payment(s) of interest on the relevant tranche of the 2081 Capital Securities for the remaining term of the relevant 2081 Capital Securities up to (but excluding) the First Call Date determined on the basis of the rate of interest applicable to the relevant 2081 Capital Securities from (and including) the date on which the relevant 2081 Capital Securities are to be redeemed by the Issuer pursuant to the provision set out under this “-Redemption-Make Whole Redemption by Issuer”; and

“Similar Security” means a U.S. Treasury security having an actual or interpolated maturity comparable with the remaining term of the tranche of the 2081 Capital Securities to be redeemed, assuming for this purpose only that the relevant 2081 Capital Securities mature on the First Call Date, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and of a comparable maturity to the First Call Date.

Redemption for Certain Taxation Reasons

The optional tax redemption provisions of the indenture (Section 1108), as described in the accompanying prospectus under the caption “Description of Debt Securities We May Offer-Optional Tax Redemption,” shall not apply to the 2081 Capital Securities.


If, immediately prior to the giving of the notice referred to below, a Tax Event or a Withholding Tax Event has occurred and is continuing, then the Company may, subject to having given not less than 10 but not more than 60 calendar days’ notice to the Trustee, the Principal Paying Agent and the Holders of the relevant tranche of the 2081 Capital Securities in accordance with the notice provisions set forth in the indenture (which notice shall be irrevocable) and subject to the conditions set forth under “-Preconditions to Special Event Redemption, Change of Control Event Redemption, and Substitution and Variation”, redeem in accordance with such conditions at any time all, but not less than all, of the relevant 2081 Capital Securities at (i) 101% of their principal amount (in the case of a Tax Event where such redemption occurs prior to the relevant First Call Date) or (ii) at 100% of their principal amount (in the case of a Tax Event where such redemption occurs on or after the relevant First Call Date or in the case of a Withholding Tax Event where such redemption occurs at any time), together, in each case, with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest. Upon the expiry of such notice, the Company will redeem the relevant tranche of the 2081 Capital Securities.

Redemption for Rating Reasons

If, immediately prior to the giving of the notice referred to below, a Capital Event has occurred and is continuing, then the Company may, subject to having given not less than 10 but not more than 60 calendar days’ notice to the Trustee, the Principal Paying Agent and the Holders of the relevant tranche of the 2081 Capital Securities in accordance with the notice provisions set forth in the indenture (which notice shall be irrevocable) and subject to the conditions set forth under “-Preconditions to Special Event Redemption, Change of Control Event Redemption, and Substitution and Variation”, redeem in accordance with such conditions all, but not less than all, of any tranche of the 2081 Capital Securities at any time at (i) 101% of their principal amount (where such redemption occurs prior to the relevant First Call Date) or (ii) 100% of their principal amount (where such redemption occurs on or after the relevant First Call Date), together, in each case, with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest. Upon the expiry of such notice, the Company will redeem the relevant tranche of the 2081 Capital Securities.

Redemption for Accounting Reasons

If, immediately prior to the giving of the notice referred to below, an Accounting Event has occurred and is continuing, then the Company may, subject to having given not less than 10 but not more than 60 calendar days’ notice to the Trustee, the Principal Paying Agent and the Holders of the relevant tranche of the 2081 Capital Securities in accordance with the notice provisions set forth in the indenture (which notice shall be irrevocable) and subject to the conditions set forth under “-Preconditions to Special Event Redemption, Change of Control Event Redemption, and Substitution and Variation”, redeem in accordance with such conditions all, but not less than all, of the relevant 2081 Capital Securities at any time at (i) 101% of their principal amount (where such redemption occurs prior to the relevant First Call Date) or (ii) 100% of their principal amount (where such redemption occurs on or after the relevant First Call Date), together, in each case, with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest. Upon the expiry of such notice, the Company will redeem the relevant tranche of the 2081 Capital Securities.

Redemption for Change of Control Event

If, immediately prior to the giving of the notice referred to below, a Change of Control Event has occurred and is continuing, then the Company may, subject to having given not less than 10 but not more than 60 calendar days’ notice to the Trustee, the Principal Paying Agent and the Holders of any tranche of the 2081 Capital Securities in accordance with the notice provisions set forth in the indenture (which notice shall be irrevocable) and subject to the conditions set forth under “-Preconditions to Special Event Redemption, Change of Control Event Redemption, and Substitution and Variation”, redeem in accordance with such conditions all, but not less than all, of the relevant 2081 Capital Securities at any time at 101% of their principal amount, together with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest. Upon the expiry of such notice, the Company will redeem the relevant tranche of the 2081 Capital Securities.

The Trustee is under no obligation to ascertain whether a Change of Control Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Event or Change of Control has


occurred, and until it shall receive an Officer’s Certificate pursuant to the indenture to the contrary, the Trustee may assume that no Change of Control Event or Change of Control or other such event has occurred.

The Issuer intends (without thereby assuming a legal or contractual obligation) that for so long as the 2081 Capital Securities remain outstanding, if a Change of Control Event occurs, it will launch a tender offer for all outstanding unsubordinated debt securities (which do not already contain a contractual right of the holders of such debt securities for such securities to be redeemed or repurchased as a result of the events giving rise to the Change of Control Event) at a price equal to not less than their aggregate principal amount plus accrued and unpaid interest as soon as reasonably practicable following such event.

The Company will notify the Trustee and the Principal Paying Agent of the redemption price of 2081 Capital Securities to be redeemed promptly after the calculation thereof, and none of the Trustee, any Paying Agent or the Agent Bank shall have any responsibility for any calculation or determination in respect of the redemption price of any 2081 Capital Securities, or any component thereof, including any Make Whole Redemption Amount, and shall be entitled to receive, and fully protected in relying upon, an officers’ certificate from the Company that states such redemption price.

Substitution or Variation

If an Accounting Event, a Capital Event, a Tax Event or a Withholding Tax Event (each a “Substitution or Variation Event”) has occurred and is continuing, then the Company may, as an alternative to redemption, subject to the conditions set forth under “-Preconditions to Special Event Redemption, Change of Control Event Redemption, and Substitution and Variation” (without any requirement for the consent or approval of the Holders of the relevant tranche of the 2081 Capital Securities) and subject to the Trustee, immediately prior to the giving of any notice referred to herein, having received an Officer’s Certificate and an Opinion of Counsel (each as defined in the indenture), each stating to the effect that the provisions of this section have been complied with, and having given not less than 10 but not more than 60 days’ notice to the Trustee, the Principal Paying Agent and the Holders of the relevant tranche of the 2081 Capital Securities (which notice shall be irrevocable), at any time either (i) substitute all, but not less than all, of the relevant 2081 Capital Securities for, or (ii) vary the terms of the relevant 2081 Capital Securities with the effect that they remain or become (as the case may be), Qualifying Securities, and the Trustee shall (subject to the following provisions of this section and subject to the receipt by it of the Officer’s Certificate referred to below) agree to such substitution or variation.

Upon expiry of such notice, the Company will either vary the terms of or, as the case may be, substitute the relevant tranche of the 2081 Capital Securities in accordance with this section.

The Trustee agrees, at the expense of the Issuer and subject as aforesaid, to use reasonable, non-discretionary and ministerial efforts to assist the Issuer in the substitution of the Qualifying Securities for the relevant 2081 Capital Securities, or the variation of the terms of the relevant 2081 Capital Securities so that they remain, or as appropriate, become, Qualifying Securities, provided that the Trustee shall not be obliged to participate in, or assist with, any such substitution or variation if the terms of the proposed Qualifying Securities or the participation in or assistance with such substitution or variation would impose, in the Trustee’s opinion, more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the rights and/or the protective provisions afforded to it in the terms of the relevant 2081 Capital Securities and/or any documents to which it is a party in any way and, separately, against which it is not indemnified and/or secured and/or prefunded to its satisfaction, if it shall so require. If the Trustee does not participate or assist as provided above, the Company may redeem the relevant tranche of the 2081 Capital Securities as provided in “-Redemption”.

In connection with any substitution or variation in accordance with this section, the Company will comply with the rules of any stock exchange on which the relevant 2081 Capital Securities are for the time being listed or admitted to trading.

Any such substitution or variation in accordance with the foregoing provisions following a Substitution or Variation Event shall only be permitted if it does not give rise to any other Substitution or Variation Event with respect to the Qualifying Securities.


Any such substitution or variation in accordance with the foregoing provisions following a Substitution or Variation Event shall only be permitted if it does not result in the Qualifying Securities no longer being eligible for the same, or a higher amount of, “equity credit” (or such other nomenclature that the Rating Agency may then use to describe the degree to which an instrument exhibits the characteristics of an ordinary share) as is attributed to the relevant 2081 Capital Securities on the date notice is given to Holders of the substitution or variation.

“Qualifying Securities” means securities that:

(a)

are issued by the Issuer or any wholly-owned direct or indirect finance subsidiary of the Issuer with a guarantee of such obligations by the Issuer;

(b)

rank and (save in the case of a direct issue by the Issuer) benefit from a guarantee that ranks in relation to the obligations of the Issuer under such securities and/or such guarantee (as the case may be), equally with the ranking of the relevant 2081 Capital Securities and pari passu in a winding-up or liquidation of the Issuer with any Parity Obligations of the Issuer;

(c) contain terms not materially less favorable to Holders of the relevant tranche of the 2081 Capital Securities than the terms of the relevant 2081 Capital Securities (as reasonably determined by the Issuer (in consultation with an independent investment bank or counsel of international standing)) and which:

(i)

provide for the same or a more favorable Interest Rate from time to time as applied to the relevant 2081 Capital Securities immediately prior to such substitution or variation and preserve the same Interest Payment Dates;

(ii)

preserve the obligations (including the obligations arising from the exercise of any right) of the Issuer as to principal and as to redemption of the relevant 2081 Capital Securities, including (without limitation) as to timing of, and amounts payable upon, such redemption;

(iii)

preserve any existing rights under the terms of the relevant 2081 Capital Securities to any accrued interest, any Deferred Interest Payments, any Arrears of Interest and any other amounts payable under the relevant 2081 Capital Securities which, in each case, has accrued to Holders of the relevant tranche of the 2081 Capital Securities and not been paid;

(iv)

do not contain terms providing for the mandatory deferral of payments of interest and/or principal;

(vi)

do not contain terms providing for loss absorption through principal write-down or conversion to ordinary shares; and

(vii)

are (i) listed on the Nasdaq Global Market, (ii) listed on the Official List and admitted to trading on the London Stock Exchange plc’s Main Market or (iii) listed on such other stock exchange as is a Recognized Stock Exchange at that time as selected by the Issuer.

For the purposes of the definition of Qualifying Securities:

“Official List” means the Official List of the Financial Conduct Authority acting under Part VI of the Financial Services and Markets Act 2000; and

“Recognized Stock Exchange” means a recognized stock exchange as defined in section 1005 of the Income Tax Act 2007 as the same may be amended from time to time and any provision statute or statutory instrument replacing the same from time to time.

Subordination

General

In the event of:

(i)

an order being made, or an effective resolution being passed, for the winding-up of the Issuer (except, in any such case, a solvent winding-up solely for the purposes of a reorganization, reconstruction,


amalgamation or the substitution in place of the Issuer of a “successor in business” of the Issuer, the terms of which reorganization, reconstruction, amalgamation or substitution do not provide for a claim to be made in the winding-up or administration of the Issuer in respect of the 2081 Capital Securities); or

(ii)

an administrator of the Issuer being appointed and such administrator giving notice that it intends to declare and distribute a dividend,

(each, an “Additional Enforcement Event”), there shall be payable by the Issuer in respect of each Security (in lieu of any other payment by the Issuer), such amount, if any, as would have been payable to the Holder of such Security if, on the day prior to the commencement of the winding-up or such administration, as the case may be, and thereafter, such Holder were the holder of one of a class of preference shares in the capital of the Issuer (“Notional Preference Shares”) having an equal right to a return of assets in the winding-up or such administration, as the case may be, and so ranking pari passu with, the holders of Parity Obligations, but ranking junior to the claims of holders of all Senior Obligations (except as otherwise provided by mandatory provisions of law), on the assumption that the amount that such Holder was entitled to receive in respect of each Notional Preference Share on a return of assets in such winding-up or such administration, as the case may be, were an amount equal to the principal amount of the relevant Security and any accrued and unpaid interest and any outstanding Arrears of Interest (and, in the case of an administration, on the assumption that holders of preference shares were entitled to claim and recover in respect of their preference shares to the same degree as in a winding-up).

Nothing in this section “-Subordination-General” or “-Event of Default” shall affect or prejudice the payment of the costs, charges, expenses, indemnities, liabilities or remuneration of the Trustee or the Agents or the rights and remedies of the Trustee or the Agents in respect thereof.

Accordingly, and without prejudice to the rights of the Trustee or the Agents, the claims of Holders of all Senior Obligations will first have to be satisfied in any winding-up or administration before the Holders of any tranche of the 2081 Capital Securities may expect to obtain any recovery in respect of their 2081 Capital Securities, and prior thereto, Holders will have only limited ability to influence the conduct of such winding-up or administration. See “Risk Factors-Risks related to the Securities-Limited Remedies”.

No Set-off, etc.

Subject to applicable law, no Holder of any tranche of the 2081 Capital Securities may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Issuer in respect of, or arising under or in connection with, the relevant 2081 Capital Securities and each Holder of any tranche of the 2081 Capital Securities shall, by virtue of their holding of any Security, be deemed to have waived all such rights of set-off, compensation or retention. Notwithstanding the preceding sentence, if any of the rights and claims of any Holder of any tranche of the 2081 Capital Securities in respect of or arising under or in connection with the relevant 2081 Capital Securities are discharged by set-off, such Holder will, subject to applicable law, (and by acquiring the 2081 Capital Securities, will be deemed to have agreed that it shall) immediately pay an amount equal to the amount of such discharge to the Issuer or, if applicable, the liquidator, trustee, receiver or administrator of the Issuer and, until such time as payment is made, will hold a sum equal to such amount on trust for the Issuer or, if applicable, the liquidator, trustee, receiver or administrator in the Issuer’s winding-up or administration. Accordingly, any such discharge will be deemed not to have taken place.

Definitions

As used in the “Description of Securities”, the following terms have the meanings set forth below:

“Accounting Event” shall be deemed to occur if, as a result of a change in accounting principles which becomes effective on or after the Issue Date, but not otherwise, the obligations of the Issuer under the relevant 2081 Capital Securities must not or may no longer be recorded as a “financial liability” in the next following audited annual consolidated financial statements of the Issuer prepared in accordance with IFRS or any other accounting standards that the Issuer may adopt in the future for the preparation of its audited annual consolidated financial statements in accordance with United Kingdom company law;


“Agent Bank” is the agent bank that entered into the calculation agent agreement with the Issuer dated as of June 4, 2021, which will initially be The Bank of New York Mellon, London Branch;

“Agents” means the Agent Bank and the Paying Agent or any of them;

“Additional Enforcement Event” has the meaning given to it under “-Subordination”;

“Arrears of Interest” has the meaning given to it under “-Optional Interest Deferral-Deferral of Payments”;

“Business Day” means a day, other than a Saturday, Sunday or public holiday, on which commercial banks and foreign exchange markets are open for general business in London and New York City;

“Calculation Amount” has the meaning given to it under “-Interest Payments-Interest Accrual”;

“Capital Event” shall be deemed to occur if the Issuer has received, and confirmed in writing to the Trustee that it has so received, confirmation from any Rating Agency then providing a solicited rating of the Issuer or any tranche of the 2081 Capital Securities at the invitation of, or with the consent of, the Issuer and in connection with which the relevant 2081 Capital Securities are assigned an equity credit, either directly or via a publication by such Rating Agency, that an amendment, clarification or change has occurred in its equity credit criteria which becomes effective on or after the Issue Date (or, if later, effective after the date on which the relevant 2081 Capital Securities are assigned “equity credit” by such Rating Agency for the first time) and as a result of which, but not otherwise, the relevant 2081 Capital Securities will no longer be eligible (or if the relevant 2081 Capital Securities have been partially or fully re-financed since the Issue Date and are no longer eligible for “equity credit” in part or in full as a result thereof, the relevant 2081 Capital Securities would no longer have been eligible as a result of such change had they not been re-financed) for the same, or a higher amount of, “equity credit” (or such other nomenclature that the Rating Agency may then use to describe the degree to which an instrument exhibits the characteristics of an ordinary share) as was attributed to the relevant 2081 Capital Securities at the Issue Date (or if “equity credit” is not assigned to the relevant 2081 Capital Securities by the relevant Rating Agency on the Issue Date, at the date on which “equity credit” is assigned by such Rating Agency for the first time);

“Change of Control” means the occurrence of an event whereby any person or any persons acting in concert (as defined in the City Code on Takeovers and Mergers), other than a holding company (as defined in Section 1159 of the Companies Act 2006 as amended) whose shareholders are or are to be substantially similar to the preexisting shareholders of the Issuer, shall become interested (within the meaning of Part 22 of the Companies Act 2006 as amended) in (A) more than 50% of the issued or allotted ordinary share capital of the Issuer or (B) shares in the capital of the Issuer carrying more than 50% of the voting rights normally exercisable at a general meeting of the Issuer; provided that, no Change of Control shall be deemed to occur if the event would otherwise have constituted a Change of Control occurs or is carried out for the purposes of a reorganizations on terms previously approved by the Holders of at least 75% in principal amount of the 2081 Capital Securities then outstanding;

“Change of Control Event” shall be deemed to occur if:

(a)

a Change of Control occurs; and

(b)

any of the Issuer’s Senior Unsecured Obligations carry:

(A)

an investment grade credit rating (Baa3 BBB-, or their respective equivalents, or better) (an “Investment Grade Rating”), by any Relevant Rating Agency at the invitation of the Issuer; or

(B)

(where there is no credit rating from any Relevant Rating Agency assigned at the invitation of the Issuer), an Investment Grade Rating by any Relevant Rating Agency of its own volition, and

(x)

such rating is, within the Change of Control Period, either downgraded to a non-investment grade credit rating (Ba1 BB-, or their respective equivalents, or worse) (a “Non-Investment Grade Rating”) or withdrawn and is not, within the Change of Control Period, subsequently (in


the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to an Investment Grade Rating by such Relevant Rating Agency;

(y)and there remains no other Investment Grade Rating of any of the Issuer’s Senior Unsecured Obligations from any other Relevant Rating Agency; and

(c)

in making any decision to downgrade or withdraw an Investment Grade Rating pursuant to paragraph (b) above, such Relevant Rating Agency announces publicly or confirms in writing to the Issuer or the Trustee that such decision(s) resulted, in whole or in part, from the occurrence of the relevant Change of Control.

Further, if at the time of the occurrence of the relevant Change of Control the Issuer’s Senior Unsecured Obligations are not assigned an Investment Grade Rating by any Relevant Rating Agency, a Change of Control Event will be deemed to occur upon the occurrence of a Change of Control alone.

If the rating designations employed by either Moody’s Investors Service Limited (“Moody’s”) or S&P Global Ratings Europe (“S&P”) are changed from those which are described in paragraph (b) of the definition of “Change of Control Event” above, or if a rating is procured from a Substitute Relevant Rating Agency, the Issuer shall determine the rating designations of Moody’s or S&P or such Substitute Relevant Rating Agency (as appropriate) as are most equivalent to the prior rating designations of Moody’s or S&P and the definition of “Change of Control Event” shall be construed accordingly;

“Change of Control Period” means the period commencing upon a Change of Control and ending 90 days after the Change of Control (or such longer period for which the Senior Unsecured Obligations are under consideration (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review, such period not to exceed 60 days after the public announcement of such consideration);

“Compulsory Arrears of Interest Settlement Event” shall have occurred if:

(a)

a dividend (either interim or final), other distribution or payment was validly resolved on, declared, paid or made in respect of (i) ordinary shares of the Issuer, (ii) any obligations of the Issuer which rank or are expressed to rank pari passu with the ordinary shares of the Issuer or (iii) any obligations of any Subsidiaries of the Issuer benefiting from a guarantee or support agreement entered into by the Issuer which ranks, or is expressed to rank, pari passu with the ordinary shares of the Issuer, except where (x) such dividend, other distribution or payment was required to be resolved on, declared, paid or made exclusively in ordinary shares of the Issuer or in respect of any share option, or any free share allocation plan in each case reserved for directors, officers and/or employees of the Issuer or any of its affiliates or any associated liquidity agreements or any associated hedging transactions or (y) the Issuer is obliged under the terms of such securities or by mandatory operation of law to make such dividend, distribution or other payment; or

(b)

a dividend (either interim or final), other distribution or payment was validly resolved on, declared, paid or made in respect of any Parity Obligations of the Issuer, except where such dividend, distribution or payment was required to be declared, paid or made under the terms of such Parity Obligations of the Issuer or by mandatory operation of law; or

(c)

the Issuer has redeemed, repurchased or otherwise acquired (i) any ordinary shares of the Issuer, (ii) any obligations of the Issuer which rank or are expressed to rank pari passu with the ordinary shares of the Issuer or (iii) any obligations of any Subsidiaries of the Issuer benefiting from a guarantee or support agreement entered into by the Issuer which ranks, or is expressed to rank, pari passu with the ordinary shares of the Issuer, except where (v) such repurchase or acquisition was undertaken in respect of any share option, or any free share allocation plan in each case reserved for directors, officers and/or employees of the Issuer or any of its affiliates or any associated liquidity agreements or any associated hedging transactions, (w) the Issuer is obliged under the terms of such securities or by mandatory operation of law to make such repurchase or acquisition or (x) such repurchase or acquisition was made by or on behalf of the Issuer as part of an intra-day transaction that does not result in an increase in the aggregate number of ordinary shares held by or on behalf of the Issuer as treasury shares at 8:30 a.m. London time on the


Interest Payment Date on which any outstanding Arrears of Interest were first deferred, (y) such repurchase or acquisition results from hedging of any convertible securities issued by the Issuer or by any Subsidiary of the Issuer and guaranteed by the Issuer; or (z) such repurchase or acquisition results from the settlement of existing equity derivatives after the Interest Payment Date on which any outstanding Arrears of Interest were first deferred;

(d)

the Issuer, or any Subsidiary of the Issuer, has redeemed, repurchased or otherwise acquired any Parity Obligations of the Issuer, except where (x) such redemption, repurchase or acquisition is effected as a public cash tender offer or public exchange offer at a purchase price per security which is below its par value or (y) the Issuer, or any Subsidiary of the Issuer, is obliged under the terms of such securities or by mandatory operation of law to make such redemption, repurchase or acquisition or (z) such acquisition results from the conversion of any convertible securities issued by the Issuer or issued by a Subsidiary of the Issuer with a guarantee from the Issuer;

“Deferred Interest Payment” has the meaning given to it under “-Optional Interest Deferral-Deferral of Payments”;

“Determination Agent” has the meaning given to it under “-Redemption-Make Whole Redemption by the Issuer”;

“First Fixed Interest Rate” has the meaning given to it under “-Interest Payments-First Fixed Interest Rate”;

“First Call Date” means the First Tranche 1 Call Date, the First Tranche 2 Call Date or the First Tranche 3 Call Date, as applicable;

“First Reset Date” means the First Tranche 1 Reset Date, the First Tranche 2 Reset Date or the First Tranche 3 Reset Date, as applicable;

“First Tranche 1 Call Date” means June 4, 2026;

“First Tranche 1 Reset Date” means September 4, 2026;

“First Tranche 2 Call Date” means March 4, 2031;

“First Tranche 2 Reset Date” means June 4, 2031;

“First Tranche 3 Call Date” December 4, 2050;

“First Tranche 3 Reset Date” means June 4, 2051;

“Interest Payment” means, in respect of an Interest Payment Date, the amount of interest payable on the relevant 2081 Capital Securities for the relevant Interest Period in accordance with “-Interest Payments”;

“Interest Payment Date” means, in respect of the Tranche 1 Securities, March 4 and September 4 in each year, commencing on (and including) March 4, 2022, and the Maturity Date; in respect of the Tranche 2 Securities, June 4 and December 4 in each year, commencing on (and including) December 4, 2021; and, in respect of the Tranche 3 Securities, June 4 and December 4 in each year, commencing on (and including) December 4, 2021, subject in each case to adjustment as described under “-Interest Payments-Interest Rate”;

“Interest Period” means the period beginning on (and including) the Issue Date and ending on (but excluding) the relevant first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date;

“Interest Rate” means the relevant First Fixed Interest Rate and/or each Subsequent Fixed Interest Rate, as the case may be;

“Issue Date” has the meaning given to it under “-Interest Payments-Interest Rate”;


“Junior Obligations” means any shares in the capital of the Issuer (except for preference shares in the capital of the Issuer (if any)) or any other securities or obligations issued or owed by the Issuer (including guarantees or indemnities or support arrangements given by the Issuer in respect of securities or obligations owed by other persons) which rank, or are expressed to rank, junior to the 2081 Capital Securities or to the most junior class of preference shares in the capital of the Issuer;

“Make Whole Redemption Amount” has the meaning given to it under “-Redemption-Make Whole Redemption by the Issuer”;

“Mandatory Settlement Date” means the earlier of:

(a)

the date on which a Compulsory Arrears of Interest Settlement Event occurs;

(b)

the next scheduled Interest Payment Date on which the Issuer pays interest on the relevant 2081 Capital Securities; or

(c)

the date on which the relevant 2081 Capital Securities are redeemed or repaid in accordance with “-Subordination”, “-Redemption” or “-Event of Default”;

“Maturity Date” means, in respect of each Tranche of the 2081 Capital Securities, June 4, 2081, subject in each case to adjustment as described under “-Interest Payments-Interest Rate”;

“Parity Obligations” means (if any) (i) the most junior class of preference share capital in the Issuer ranking ahead of the ordinary shares in the capital of the Issuer and any other obligations of the Issuer, issued directly or indirectly by it, which rank, or are expressed to rank, pari passu with the relevant 2081 Capital Securities or such preference shares and (ii) any obligations of any Subsidiaries of the Issuer benefiting from a guarantee or support agreement entered into by the Issuer which ranks, or is expressed to rank, pari passu with the relevant 2081 Capital Securities or such preference shares;

As at the Issue Date (and for so long as the same remain outstanding), Parity Obligations include the Issuer’s:

1.

£1,720,000,000 1.50% Subordinated Mandatory Convertible Bonds due 2022 (ISIN: XS1960589668);

2.

€500,000,000 Capital Securities due 2078 (ISIN: XS 1888179550);

3.

£500,000,000 Capital Securities due 2078 (ISIN: XS1888180996);

4.

U.S.$1,300,000,000 Capital Securities due 2078 (ISIN: XS1888180640);

5.

€2,000,000,000 Capital Securities due 2079 (ISIN: XS1888179477);

6.

U.S.$2,000,000,000 Capital Securities due 2079 (ISIN: US92857WBQ24);

7.

€1,000,000,000 Capital Securities due 2080 (ISIN: XS2225157424); and

8.

€1,000,000,000 Capital Securities due 2080 (ISIN: XS2225204010).

“Qualifying Securities” has the meaning given to it under “-Substitution or Variation”;

“Rating Agency” means Fitch Ratings Limited, Moody’s or S&P or any of their respective affiliates or successors or any rating agency substituted for any of them by the Issuer from time to time;

“Redemption Margin” has the meaning given to it under “-Redemption-Make Whole Redemption by the Issuer”;

“Reference Bond” has the meaning given to it under “-Redemption-Make Whole Redemption by the Issuer”;


“Reference Bond Price” has the meaning given to it under “-Redemption-Make Whole Redemption by the Issuer”;

“Reference Bond Rate” has the meaning given to it under “-Redemption-Make Whole Redemption by the Issuer”;

“Reference Date” has the meaning given to it under “-Redemption-Make Whole Redemption by the Issuer”;

“Reference Government Bond Dealer” has the meaning given to it under “-Redemption-Make Whole Redemption by the Issuer”;

“Reference Government Bond Dealer Quotations” has the meaning given to it under “-Redemption-Make Whole Redemption by the Issuer”;

“Remaining Term Interest” has the meaning given to it under “-Redemption-Make Whole Redemption by the Issuer”;

“Relevant Date” means (i) in respect of any payment other than a sum to be paid by the Issuer in a winding-up or administration of the Issuer, the date on which such payment first becomes due and payable but, if the full amount of the moneys payable on such date has not been received by the Principal Paying Agent or the Trustee on or prior to such date, the Relevant Date means the date on which such moneys shall have been so received and notice to that effect shall have been given to the Holders, and (ii) in respect of a sum to be paid by the Issuer in a winding-up or administration of the Issuer, the date which is one day prior to the date on which an order is made or a resolution is passed for the winding-up or, in the case of an administration, one day prior to the date on which any dividend is distributed;

“Relevant Rating Agency” means Moody’s or S&P or any of their respective affiliates or successors or any rating agency (a “Substitute Relevant Rating Agency”) substituted for any of them by the Issuer from time to time;

“Reset Date” means the First Reset Date and each date falling on the fifth anniversary of the First Reset Date;

“Reset Interest Determination Date” means the second U.S. Government Business Day prior to the relevant Reset Date;

“Reset Period” means the period from one Reset Date to (but excluding) the next following Reset Date;

“Senior Obligations” means all obligations of the Issuer, issued directly or indirectly by it, other than Parity Obligations and Junior Obligations;

“Senior Unsecured Obligations” means any of the Issuer’s senior unsecured obligations;

“Similar Security” has the meaning given to it under “-Redemption-Make Whole Redemption by the Issuer”;

“Special Event” means any of an Accounting Event, a Capital Event, a Tax Event or a Withholding Tax Event or any combination of the foregoing;

“Subsequent Fixed Interest Rate” has the meaning given to it under “-Interest Payments-Subsequent Fixed Interest Rates”;

“Subsidiary” means a subsidiary within the meaning of Section 1159 of the Companies Act 2006;

“Substitution or Variation Event” has the meaning given to it under “-Substitution or Variation”;

“successor in business” means, in relation to a company, any other company which:


(a)

owns beneficially the whole or substantially whole of the undertaking, property and assets owned by such company immediately prior thereto; and

(b)

carries on, as successor to such company, the whole or substantially the whole of the business carried on by such company immediately prior thereto;

“Tax Event” shall be deemed to have occurred if as a result of a Tax Law Change:

(a)

in respect of, or as a result of, the Issuer’s obligation to make any Interest Payment on the next following Interest Payment Date, the Issuer would not be entitled to claim a deduction in computing its taxation liabilities in its jurisdiction of incorporation, and any other territory or authority or additional territory or authority to whose taxing jurisdiction the Issuer has become subject (the “Relevant Jurisdiction”) or such entitlement is materially reduced or materially delayed (a “disallowance”);

(b)

the relevant 2081 Capital Securities are prevented from being treated as loan relationships for tax purposes in the Relevant Jurisdiction; or

(c)

in respect of the Issuer’s obligation to make any Interest Payment on the next following Interest Payment Date, where a deduction arises in respect of such Interest Payment the Issuer would not to any material extent be entitled to have such deduction set against the profits of companies with which it is grouped for applicable tax purposes in the Relevant Jurisdiction (whether under the group relief system current as at the Issue Date or any similar system or systems having like effect as may from time to time exist) otherwise than as a result of a disallowance within (a),

and, in each case, the Issuer cannot avoid the foregoing in connection with the relevant tranche of the 2081 Capital Securities by taking measures reasonably available to it, provided measures reasonably available to the Issuer shall not include allocating a disallowance provided for in (a) above to any other company or security;

“Tax Law Change” means a change in or proposed change in, or amendment or proposed amendment to, the laws or regulations of the Relevant Jurisdiction or any political subdivision or any authority thereof or therein having the power to tax, including any treaty to which the Relevant Jurisdiction is a party, or any change in the application of official or generally published interpretation of such laws or regulations, including a decision of any court or tribunal, or any interpretation or pronouncement by any relevant tax authority that provides for a position with respect to such laws or regulations or interpretation thereof that differs from the previously generally accepted position in relation to similar transactions, which change or amendment becomes, or would become, effective on or after the Issue Date;

“United Kingdom” means the United Kingdom of Great Britain and Northern Ireland;

“U.S. dollar”, “U.S.$” and “cent” mean the lawful currency of the United States of America; and

a “Withholding Tax Event” shall be deemed to occur if as a result of a Tax Law Change, in making any payments on the relevant 2081 Capital Securities, the Issuer has paid or will or would on the next Interest Payment Date be required to pay Additional Amounts on the relevant 2081 Capital Securities and the Issuer cannot avoid the foregoing in connection with the relevant 2081 Capital Securities by taking measures reasonably available to it.

Other Terms Applicable to All Capital Securities

Further Issuances

The Company may, without the consent of Holders, create and issue further Capital Securities of a given tranche ranking pari passu with each of the outstanding Capital Securities and with the same terms as the outstanding Capital Securities of the relevant tranche (save for the date from which interest thereon accrues and the amount of the first payment of interest on such further Capital Securities) and so that such further issue shall be consolidated and form a single series with the outstanding Capital Securities of the relevant tranche for all purposes of the indenture, including without limitation, with respect to amendments, waivers, redemptions and offers to purchase,


provided that if any such additional Capital Securities are not fungible with the Capital Securities of the relevant tranche for United States federal income tax purposes, such additional Capital Securities will have a separate CUSIP or other identifying number.

Principal and Maturity

Unless previously redeemed, purchased, cancelled or substituted, each tranche of the Capital Securities will mature on the Maturity Date and holders will be entitled to receive 100% of the principal amount of the relevant Capital Securities, together with any accrued and unpaid interest and any outstanding Arrears of Interest.

Optional Interest Deferral

Deferral of Payments

The Company may, at the Company’s discretion, elect to defer all or part of any Interest Payment (a “Deferred Interest Payment”) which is otherwise scheduled to be paid on an Interest Payment Date by giving notice (a “Deferral Notice”) of such election to the Holders of any tranche of the Capital Securities in accordance with the notice provisions set forth in the indenture, the Trustee and the Principal Paying Agent not more than 14 nor less than 7 Business Days prior to the relevant Interest Payment Date. Subject to conditions set forth in “-Optional Interest Deferral-Mandatory Settlement”, if the Issuer elects not to make all or part of any Interest Payment on an Interest Payment Date, then it will not have any obligation to pay such interest on the relevant Interest Payment Date and any such non-payment of interest will not constitute an Event of Default or any other breach of its obligations under the relevant Capital Securities or for any other purpose.

Arrears of Interest (as defined in the Capital Securities Prospectus Supplements) may be satisfied at the option of the Issuer in whole or in part at any time (the “Optional Deferred Interest Settlement Date”) following delivery of a notice to such effect given by the Issuer to the Holders of any tranche of the Capital Securities in accordance with the notice provisions set forth in the indenture, the Trustee and the Principal Paying Agent not more than 14 nor less than 7 Business Days prior to the relevant Optional Deferred Interest Settlement Date informing them of its election to so satisfy such Arrears of Interest (or part thereof) and specifying the relevant Optional Deferred Interest Settlement Date.

Any Deferred Interest Payment shall itself bear interest (such further interest, together with the Deferred Interest Payment, being “Arrears of Interest”), at the Interest Rate prevailing from time to time, from (and including) the date on which (but for such deferral) the Deferred Interest Payment would otherwise have been due to be made to (but excluding) the relevant Optional Deferred Interest Settlement Date or, as appropriate, such other date on which such Deferred Interest Payment is paid in connection with a Mandatory Settlement as set forth in the Capital Securities Prospectus Supplements, in each case such further interest being compounded on each Interest Payment Date.

Non-payment of Arrears of Interest shall not constitute a default by the Issuer under the relevant Capital Securities or for any other purpose, unless such payment is required in connection with a Mandatory Settlement.

Mandatory Settlement

Notwithstanding the provisions above relating to the ability of the Issuer to defer Interest Payments, the Company will pay any outstanding Arrears of Interest, in whole but not in part, on the first occurring Mandatory Settlement Date following the Interest Payment Date on which a Deferred Interest Payment first arose (“Mandatory Settlement”).

Redemption

Final Redemption

Unless previously redeemed, purchased, cancelled or substituted, each tranche of the Capital Securities will be redeemed at 100% of their principal amount, together with any accrued and unpaid interest and any outstanding


Arrears of Interest, on June 4, 2081. The Capital Securities may not be redeemed at the option of the Issuer other than in accordance with the provisions set forth under “-Redemption”.

Issuer’s Call Option

The Company may, by giving not less than 10 but not more than 60 calendar days’ notice to the Trustee, the Principal Paying Agent and the Holders of any tranche of the Capital Securities in accordance with the notice provisions set forth in the indenture (which notice shall be irrevocable), redeem all, but not less than all, of the relevant Capital Securities on (i) any date during the period commencing on (and including) the First Call Date to (and including) the First Reset Date or (ii) any Interest Payment Date thereafter at their principal amount, together with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest. Upon the expiry of such notice, the Company will redeem the relevant tranche of the Capital Securities.

Preconditions to Special Event Redemption, Change of Control Event Redemption, and Substitution and Variation

Prior to giving any notice of redemption pursuant to the provisions set for under “-Redemption” (other than redemption pursuant to “-Redemption-Issuer’s Call Option” or “-Redemption-Make Whole Redemption by the Issuer”) or any notice of substitution or variation pursuant to the provisions set forth in”-Substitution or Variation”, the Company will deliver to the Trustee an Officer’s Certificate in form satisfactory to the Trustee stating that the relevant requirement or circumstance giving rise to the right to redeem, substitute or vary is satisfied, and where the relevant Special Event requires measures reasonably available to the Issuer to be taken, the relevant Special Event cannot be avoided by the Issuer taking such measures. In relation to a substitution or variation pursuant to the provisions set forth in “-Substitution or Variation”, such certificate shall also include further certifications that the criteria specified in paragraphs (a) to (d) of the definition of Qualifying Securities will be satisfied by the Qualifying Capital Securities upon issue and that such determinations were reached by the Issuer in consultation with an independent investment bank or counsel of international standing. The Trustee may rely absolutely upon and shall be entitled to accept such Officer’s Certificate without any liability to any person for so doing and without any further inquiry as sufficient evidence of the satisfaction of the conditions precedent set out in such paragraphs in which event it shall be conclusive and binding on the Holders.

Any redemption of any tranche of the Capital Securities in accordance with conditions set forth under “-Redemption-Issuer’s Call Option,-Redemption for Certain Taxation Reasons,-Redemption for Rating Reasons,-Redemption for Accounting Reasons or-Redemption for Change of Control Event”, shall be conditional on all outstanding Arrears of Interest being paid in full in accordance with the provisions under “-Optional Interest Deferral” on or prior to the date thereof, together with any accrued and unpaid interest up to (but excluding) such redemption, substitution or, as the case may be, variation date.

The Trustee is under no obligation to ascertain whether any Special Event or Change of Control Event or Change of Control or any event which could lead to the occurrence of, or could constitute, any such Special Event, Change of Control Event or Change of Control, has occurred and, until it shall receive an Officer’s Certificate pursuant to the indenture to the contrary, the Trustee may assume that no such Special Event, Change of Control Event or Change of Control or such other event has occurred.

Governing Law

The Capital Securities and the indenture will be governed by and construed in accordance with the laws of the State of New York, except that, the subordination provisions of the Capital Securities will be governed by and construed in accordance with English law. For the avoidance of doubt, the payment of the costs, charges, expenses, indemnities, liabilities or remuneration of the Trustee or the Agents shall be governed by the laws of the State of New York.

Event of Default

For the avoidance of doubt, the events of default provisions of the base indenture describing certain events of default other than payment defaults (Sections 501(3)-(10)), providing for acceleration (Section 502), providing for collection suits (Section 503) and providing for limitations on suits (Section 507), as described in the accompanying


prospectus under the caption “Description of Debt Securities We May Offer-Default and Related Matters-Events of Default,” shall not apply to the Capital Securities.

Proceedings

If a default is made by the Issuer for a period of 14 days or more in the payment of any principal or premium (if any) or 21 days or more in the payment of any interest, in each case in respect of any tranche of the Capital Securities and which is due (an “Event of Default”), then the Issuer shall, without notice from the Trustee, be deemed to be in default under the indenture and the relevant Capital Securities and the Trustee at its sole discretion may, notwithstanding the provisions set forth under “-Event of Default-Enforcement” in the Capital Securities Prospectus Supplements but subject to the provisions set forth under “-Event of Default-Entitlement of Trustee”, institute proceedings for the winding-up of the Issuer and/or prove and/or claim in the winding-up or administration of the Issuer, such claim being subordinated, and for the amount, as provided in “-Subordination-General”.

Enforcement

The Trustee may, at its discretion (subject to the provisions set forth under “-Event of Default-Entitlement of Trustee”) and without further notice, institute such proceedings or take such steps or actions against the Issuer as it may think fit to enforce any term or condition binding on the Issuer under the indenture or the relevant tranche of the Capital Securities, but in no event shall the Issuer, by virtue of the institution of any such proceedings, steps or actions, be obliged to pay any sum or sums sooner than the same would otherwise have been payable by it.

Entitlement of Trustee

The Trustee shall not be bound to take any of the actions referred to in the provisions set forth under “-Event of Default-Proceedings” or “-Event of Default-Enforcement” above against the Issuer to enforce the terms of the indenture or any tranche of the Capital Securities at the request of the Holders of the relevant Capital Securities or take any other action or step under or pursuant to the terms of the relevant Capital Securities or the indenture unless (i) it shall have been so directed or requested in writing by the Holders of any tranche of the Capital Securities of at least 25% in principal amount of the relevant Capital Securities then outstanding and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction. However, if an Event of Default or Additional Enforcement Event has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the request of the Holders of any tranche of the Capital Securities of at least 25% in principal amount of the relevant Capital Securities then outstanding.

Right of Holders

No Holder of any tranche of the Capital Securities shall be entitled to proceed directly against the Issuer or to institute proceedings for the winding-up or to prove or claim in the winding-up or administration of the Issuer (except actions for payment of overdue principal, premium or interest) unless the Trustee, having become so bound to proceed, institute, prove or claim, fails or is unable to do so within a 60 day period and such failure or inability shall be continuing, in which case such Holder shall have only such rights against the Issuer as those which the Trustee is entitled to exercise as set out in this section.

Extent of Holders’ remedy

No remedy against the Issuer, other than as referred to in this Event of Default section, shall be available to the Trustee or the Holders of any tranche of the Capital Securities, whether for the recovery of amounts owing in respect of the relevant Capital Securities or under the indenture or in respect of any breach by the Issuer of any of its other obligations under or in respect of the relevant Capital Securities or under the indenture. For the avoidance of doubt, nothing in the foregoing shall prevent the Trustee from proving in any winding-up or administration of the Issuer and/or claiming in any winding-up or administration of the Issuer (even if not instituted by the Trustee).


Payment of Additional Amounts

All payments on the Capital Securities will be made without deducting U.K. withholding taxes, except as required by law. If any such deduction is required on payments to non-U.K. investors, the Company will pay additional amounts on those payments to the extent described under “Description of Debt Securities We May Offer-Payment of Additional Amounts” in the accompanying prospectus. Notwithstanding the foregoing, any amounts to be paid on the Capital Securities by or on behalf of the Issuer, will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a “FATCA Withholding”). Neither the Issuer nor any person will be required to pay any additional amounts in respect of FATCA Withholding.

Regarding the Trustee

The Company and some of its subsidiaries maintain banking relations with the Trustee in the ordinary course of its business.

If an event of default occurs, or an event occurs that would be an event of default if the requirements for giving us notice of the default or its default having to exist for a specified period of time were disregarded, the Trustee may be considered to have a conflicting interest with respect to the Debt Securities or the Indenture for purposes of the Trust Indenture Act of 1939. In that case, the Trustee may be required to resign as trustee under the Indenture and the Company would be required to appoint a successor trustee.


Exhibits 4.2

Graphic

7 February 2022

Barclays

European Loans Agency

1 Churchill Place

London

E14 5HP

For the attention of Aliraza Moledina, European Loans Agency

Vodafone Group Plc - USD 3,935,000,000 (as increased to USD 4,004,000,000) Credit Agreement originally dated 27 February 2015 and as amended pursuant to an amendment agreement dated 10 March 2021 (“RCF”).

Included within the RCF referenced above is an Extension Option, Section 6. Whereby, Vodafone may give notice to the Facility Agent not more than 60 days and not less than 30 days before the second anniversary that it wishes to request that the Final Maturity Date be extended for a further period of one year i.e. extend the current Maturity Date of 10 March 2026 to 10 March 2027.

Please accept this letter as confirmation that Vodafone wishes to apply for such a one-year extension in accordance with Section 6 of the RCF. In your role as Facility Agent please can you communicate this request to all Lenders and collate the Lender responses by Wednesday 16 February 2022.

If you have any questions or require clarification, please do not hesitate to contact Jamie Stead, Vodafone Group Treasury Director.

Yours faithfully,

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Jamie Stead

Group Treasury Director

Vodafone Group Plc                                 T +44 (0) 1635 33251

1 Kingdom Street, Paddington Central     F +44 (0) 1635 238 080

London, W2 6BY, United Kingdom         vodafone.com

Registered office: Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom, Registered in England No. 01833679


Exhibit 4.17

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Exhibits 4.18

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Valerie Gooding

Senior Independent Director

[ 21 May ] 2020

STRICTLY PRIVATE & CONFIDENTIAL

To: Mr Jean-Francois van Boxmeer
c/o Vodafone Group Plc
One Kingdom Street
Paddington Central
London W2 6BY

Dear Jean-Francois

NON- EXECUTIVE DIRECTORSHIP OF VODAFONE GROUP PUBLIC LIMITED COMPANY

Further to our discussions, I am writing this letter on behalf of the Board of Directors to confirm the terms of your appointment as a non-executive director of Vodafone Group Public Limited Company (the “Company”) and as Chairman of the Company’s Board of Directors.

1Role as a non-executive Director

As a non-executive Director your obligations and responsibilities are to the Company and, like all directors, you should act at all times in the best interests of the Company, exercising your independent judgment on all matters. Non-executive directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs.

Your appointments as a non-executive director of the Company and as Chairman of the Board are subject to the Company’s Articles of Association (the “Articles”) and the latter will prevail in the event of any conflict between them and the terms of this letter. A copy of the current version of the Articles is available on the Company’s website at www.vodafone.com.

The role of the non-executive director has a number of key elements and we look forward to your contribution in these areas:

(i)

Purpose & Strategy: you should constructively challenge and contribute to the development of the Company’s purpose and strategy;

(ii)

Performance: you should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;

(iii)

Risk: you should satisfy yourself that financial information is accurate and that financial controls and systems of risk management are robust and defensible;

Vodafone Group Plc

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England

T+44(0)163533251 F+44 (0)1635 580857 www.vodafone.com

Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679


(iv)

People: non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and senior management, for reviewing workforce remuneration and the alignment of incentives and rewards with culture, and have a prime role in succession planning and appointing, and where necessary removing, senior management; and

(v)

Culture: non-executive directors are responsible for ensuring that the values of the Company are unambiguous and embody the behaviours required to deliver the Company’s strategic goals. You are expected to act with integrity, lead by example and promote the desired culture and you should satisfy yourself that management are taking the appropriate action to achieve and maintain the desired culture.

2Role as Chairman of the Board

As Chairman of the Board, in addition to your role as a non-executive Director, you will have the responsibilities described in Appendix 1 of this letter.

3Appointment and Term

Subject to the terms of this letter and to approval of your appointment as a director by the Company’s shareholders in general meeting, your appointment as a director will commence at the conclusion of the Company’s 2020 Annual General Meeting (“the Effective Date”) and your appointment as Chairman of the Board will commence at the close of business on 3 November 2020 (the “Chairmanship Effective Date”). Your appointment as a director and as Chairman will continue until terminated in accordance with the terms of this letter.

The Articles provide that at each annual general meeting all directors shall automatically retire and will be eligible for re-election unless the directors resolve otherwise not later than the date of the notice of such annual general meeting. The Nominations and Governance Committee each year reviews and considers the submission of the directors for re-election having regard for the provisions of the UK Corporate Governance Code and the output from the annual review of the Board and its members. In the event that when you submit yourself for re-election you are not elected, your appointment as director and Chairman will automatically terminate.

Overall, we anticipate a time commitment from you involving attendance at all Board meetings (the Company currently has eight each year), the Annual General Meeting (usually held in July each year) and at least one Company/site visit per year. You will be expected to devote appropriate preparation time ahead of each meeting. In addition, each of the principal Board Committees meets about four or five times a year (and in some cases more frequently) and you are expected to attend all the meetings of the Committee(s) of which you are member.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role, including making yourself available in the event the Board is required to deal with crises. If you are unable to attend a Board meeting or Committee meeting in person, you are requested, if possible, to join those meetings either by videoconference or teleconference facilities.

4Fees

The fees for non-executive directors and for the Chairman are determined by the Board, in accordance with the Articles. Until the Chairmanship Effective Date the fee for your services is £115,000.00 per annum (less any deductions required by law), paid in monthly instalments in arrears. You will also be

2


entitled to be repaid all travelling and other expenses properly incurred in performing your duties in accordance with the Articles.

From the Chairmanship Effective Date the provisions relating to your fees and benefits set out in Appendix 1 shall apply.

Payment of all fees will cease immediately after your appointment terminates for any reason.

5Dealing in the Company’s shares

You shall (and you shall ensure that your “closely associated persons”, including your spouse, any dependent children and associated legal entities shall) comply with the provisions of the Market Abuse Regime (MAR), Criminal Justice Act 1993, the Financial Services and Markets Act 2000 and rules and regulations laid down by the Company from time to time in relation to dealing in the Company’s shares.

6Outside interests

It is accepted and acknowledged that you have business interests other than those of the Company. As a condition to your appointment commencing you are required to declare all such directorships, appointments and interests to the Board.

If you take on any additional interests that might affect the time you are able to devote to your role or if you become aware of any potential conflicts of interests, these must be disclosed to the Board as soon as they arise or become known to you.

If at any time you are considering acquiring any new interest which might give rise to a conflict of interest with any company in the Group or might cause you to cease to be independent you must first discuss the matter with the Board and obtain its consent.

7Competitive Businesses

In view of the sensitive and confidential nature of the Company’s business you agree that for so long as you are a non-executive director of the Company you will not, without the consent of the Board, which shall not be withheld unreasonably, be engaged or interested in any capacity in any business or with any company which is, in the reasonable opinion of the Board, competitive with the business of any company in the Group.

8Confidentiality

You agree that you will not make use of, divulge or communicate to any person (except in the proper performance of your duties) the contents of any confidential discussions or any of the trade secrets or other confidential information of or relating to any company in the Group which you have received or obtained from or through the Company. This restriction shall continue to apply after the termination of your appointment without limit in point of time but shall cease to apply to information or knowledge which comes into the public domain otherwise than through your default or which shall have been received by you from a third party entitled to disclose the same to you.

Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of inside information. Consequently, you should avoid making any statements that might risk a breach of these requirements without prior clearance from the Senior Independent Director or from the Company Secretary. Please note that all media enquiries concerning the Company must be referred immediately to the Group External Affairs Director.

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9Termination

Either you or the Company may terminate your appointment as a director or as Chairman by giving not less than six months written notice to the other.

The Company may terminate the Engagement with immediate effect by giving written notice if you:

(i)

have not performed your duties under this agreement to the standard required by the Board; or

(ii)

commit any serious or persistent breach of your obligations under this agreement; or

(iii)

are guilty of any gross misconduct or conduct yourself in a way which is harmful to any Group Company; or

(iv)

are guilty of dishonesty or are convicted of an arrestable criminal offence (other than a motoring offence which does not result in imprisonment); or

(v)

become of unsound mind, are bankrupted or have a receiving order made against you or make any general composition with your creditors or take advantage of any statute affording relief for insolvent debtors; or

(vi)

become disqualified from being a directors of a company.

If you are prevented by illness or incapacity from carrying out your duties for a period exceeding three consecutive calendar months or at different times for a period exceeding in aggregate three calendar months in any one period of twelve calendar months or if you become prohibited by law or under the Articles from being a non-executive director of the Company, then the Company may terminate your appointment immediately.

You will have no claim for damages or any other remedy against the Company if your appointment is terminated for any of the reasons set out in this letter.

Upon termination of your appointment howsoever arising, you shall immediately or upon request of the Company, resign from office as a non-executive director of the Company and all other offices held by you in any other companies the Group and your membership of any organisation acquired by virtue of your tenure of any such office, and should you fail to do so, the Company is hereby irrevocably authorised to appoint some person in your name and on your behalf to sign any documents and do anything necessary or requisite to give effect thereto.

10Return of Company Property

You agree that upon termination of your appointment as a non-executive director, you will immediately deliver to the Company all property belonging to the Company or any member of its Group, including all documents or other records made or compiled or acquired by you during your appointment concerning the business, finances or affairs of the Group.

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11Independent Professional Advice

In accordance with the UK Corporate Governance Code, the Board has agreed procedures for directors in the furtherance of their duties to take independent professional advice if necessary, at the Company’s expense.

12Indemnification and Insurance

You will have the benefit of the following indemnity in relation to liability incurred in your capacity as a Director of the Company. This indemnity is as wide as English law currently permits:

(i)

The Company will provide funds to cover costs as incurred by you in defending legal proceedings brought against you in your capacity as, or as a result of your being or having been, a director of the Company including criminal proceedings and proceedings brought by the Company itself or an associated company;

(ii)

The Company will indemnify you in respect of any proceedings brought by third parties, including both legal and financial costs of an adverse judgment brought against you in your capacity as, or as a result of your being or having been, a director of the Company; and

(iii)

The Company will indemnify you for liability incurred in connection with any application made to a court for relief from liability, where the court grants such relief.

For the avoidance of doubt, the indemnity granted does not cover:

(i)

Unsuccessful defence of criminal proceedings, in which instance the Company would seek reimbursement for any funds advanced;

(ii)

Unsuccessful defence of an action brought by the Company itself or an associated company, in which instance the Company would seek reimbursement for any funds advanced;

(iii)

Fines imposed by regulatory bodies; and

(iv)

Fines imposed in criminal proceedings.

You will notify the Company as soon as reasonably practicable upon becoming aware of any claim or potential claim against you.

The Company maintains Directors and Officers insurance as additional cover for directors which, if the insurance policy so permits, may provide funds in circumstances where the law prohibits the Company from indemnifying directors. Further information can be provided by the Company Secretary.

13Contract for Services

It is agreed that you will not be an employee of the Company or any of its subsidiaries and that this letter shall not constitute a contract of employment.

14Data Protection

For the purposes of the data privacy laws, you give your consent to the holding, processing and disclosure of personal data (including sensitive data) provided by you to the Company for all purposes relating to the performance of this agreement including, but not limited to: ministering and maintaining personnel records; paying, reviewing and administering fees and other remuneration and benefits; undertaking performance appraisals and reviews; and taking decisions as to your fitness for work.

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You acknowledge that during your appointment you will have access to and may process, or authorise the processing of, personal data and sensitive personal data relating to employees, customers and other individuals held and controlled by the Company. You agree to comply with the relevant laws in relation to such data and to abide by the Company’s data protection policy issued from time to time.

In this letter:

“Board”

means the board of directors of the Company from time to time or any person or committee nominated by the board of directors as its representative or to whom (and to that extent) it has delegated powers for the purposes of this letter.

“Group”

means the Company and any other company which is its subsidiary or in which the Company or any subsidiary of the Company controls not less than 25% of the voting shares (where “ subsidiary” has the meaning given to it by section 736 of the Companies Act 1985).

This letter shall be governed by and construed in accordance with English Law. Both parties submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in connection with the terms of this letter.

Please acknowledge receipt and acceptance of the terms of this letter by signing the enclosed copy and returning it to the Company secretary. I am greatly looking forward to working with you.

Kind regards.

Yours sincerely

I hereby accept that the terms of this letter constitute the terms of my appointment as a non-executive director of the Company and Chairman of the Board

Graphic

Signed

Dated

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Appendix 1

Chairman’s Duties and Related Matters

1Chairman’s Duties

From the Chairmanship Effective Date and subject to and in accordance with the Articles you will serve the Company as Chairman of the Board.

You will:

(i)

perform the duties ascribed to the role of Chairman in the document “Vodafone Group Plc Board Roles and Responsibilities” which was approved by the Board on 24 September 2018 (and which is annexed to this letter), as from time to time amended or superseded by resolution of the Board;

(ii)

devote such of your working time, attention and skill to the appointment as you, together with the Board, shall consider necessary for the fulfilment of your duties as Chairman;

(iii)

fulfil with due diligence and to the best of your ability the obligations incumbent upon you pursuant to your appointment;

(iv)

comply with all rules and regulations issued by the Company;

(v)

obey the lawful directions of the Board; and

(vi)

use all reasonable endeavours to promote and safeguard the interests and reputation of the Group.

You accept that the Company may require you to perform duties for any other Group Company and that you may be required to travel and work outside the United Kingdom from time to time. The Company will remain responsible for the payments and benefits you are entitled to receive under this letter.

2Other Directorships

From the Chairmanship Effective Date, you may not serve as a non-executive director of more than one non-Group company quoted on a recognised Stock Exchange without the prior approval of the Board and in the event you wish to accept such a position you will not do so until receipt of that approval, such approval not to be unreasonably withheld or delayed.

3Office Facilities

From the Chairmanship Effective Date, the Chairman will be provided with appropriate office facilities, including the services of a secretary, by the Company within the United Kingdom.

4Fee and other Benefits

From the Chairmanship Effective Date, the Company will pay you a fee of £650,000 per annum (less any withholdings required by law), paid monthly in arrears by bank credit transfer on or about the 28th day of each month. The fee will be reviewed by the Board at the time it reviews fees for the non-executive directors of the Company and the revised fee, if different, will take effect from the date determined by the Board.

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For the avoidance of doubt, you will not be entitled to participate in short-term and long-term incentive plans and schemes in accordance with the Company’s executive remuneration policy as determined by the Remuneration Committee.

To assist in the performance of your duties under this agreement you will, during the continuance of your appointment, be entitled to the use of a car and a driver whenever and wherever you are providing services to or representing the Company.

4Expenses

The Company will refund you all your reasonable expenses properly incurred by you in performing your duties as Chairman, provided that these are incurred in accordance with Company policy from time to time.

The Company will reimburse you for the cost of hotel accommodation incurred when you are in the UK and elsewhere in connection with your duties for the Company.

When flying in discharge of your duties as Chairman, you are entitled to fly first class. In exceptional circumstances, and after prior notification to the Senior Independent Director or, in his/her absence, the Chairman of the Remuneration Committee, you may use the services of a private aviation company if one is used by the Company.

The Company will require you to produce receipts or other documents as proof that you have incurred any expenses you claim.

For the avoidance of doubt, if you are required to be accompanied by your partner on any occasion or to any event in the performance of your duties, your partner’s expenses will also be paid or reimbursed by the Company.

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Exhibits 4.19

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Jean-Francois van Boxmeer

Chairman

28 September 2021

STRICTLY PRIVATE & CONFIDENTIAL

To: Deborah Kerr

Dear Deborah

NON-EXECUTIVE DIRECTORSHIP OF VODAFONE GROUP PUBLIC LIMITED COMPANY

Further to our discussions, I am writing this letter on behalf of the Board of Directors to confirm the terms of your appointment as a non-executive director of Vodafone Group Public Limited Company (the “Company”). Your appointment will take effect from 1 March 2022 (the “Effective Date”).

1Role

Your obligations and responsibilities as a non-executive director are to the Company and, like all directors, you should act at all times in the best interests of the Company, exercising your independent judgment on all matters. Non-executive directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs. Your appointment as a nonexecutive director of the Company is subject to the Company’s Articles of Association (the “Articles”) and the latter will prevail in the event of any conflict between them and the terms of this letter. A copy of the current version of the Articles is available on the Company’s website at www.vodafone.com.

In my view, the role of the non-executive director has a number of key elements and I look forward to your contribution in these areas:

Purpose & Strategy: you should constructively challenge and contribute to the development of the Company’s purpose and strategy;
Performance: you should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
Risk: you should satisfy yourself that financial information is accurate and that financial controls and systems of risk management are robust and defensible;
People: non-executive directors are responsible for determining appropriate levels of remuneration of executive directors, have a prime role in succession planning and appointing, and where necessary removing, senior management; and

Vodafone Group Plc

Vodafone House, The Connection, Newbury, Berkshire RGI 4 2FN, England

T +44 (0)1 635 33251 F+44 (0)1 635 580857 www.vodafone.com

Registered Office: Vodafone House, The Connection, Newbury, Berkshire RGI 4 2FN, England. Registered in England No. 1833679


Culture: non-executive directors are responsible for ensuring that the values of the Company are unambiguous and embody the behaviours required to deliver the Company’s strategic goals. You should satisfy yourself that management are taking the appropriate action to achieve and maintain the desired culture.

2

Appointment and Terms

Subject to the terms of this letter, your appointment as a director will commence on the Effective Date.

The Articles require that directors submit themselves for re-election by shareholders periodically and as a Board we have resolved that all the Directors will submit themselves for re-election every year, The Nominations and Governance Committee each year reviews and considers the submission of the directors for re-election and considers the membership of the Board committees. In the event that when you submit yourself for re-election you are not elected, your appointment as director will automatically terminate. You will not be entitled to receive any compensation from the Company in respect of the termination of your directorship. In accordance with the recommendations of the UK Corporate Governance Code, after nine years’ service on the Board, a director may not be considered independent.

Overall, we anticipate a time commitment from you involving attendance at all Board meetings (the Company currently has eight each year), the Annual General Meeting (usually held in July each year) and at least one Company/site visit per year. You will be expected to devote appropriate preparation time ahead of each meeting, In addition, you will be asked to join at least one of the principal Board Committees. Each Committee meets about four or five times a year (and in some cases more frequently) and you are expected to attend all the meetings of the Committee(s) of which you are member,

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. If you are unable to attend a Board meeting or Committee meeting in person, I hope, nevertheless, that you will be able to join those meetings either by videoconference or teleconference facilities.

To ensure you do not become over-boarded, you must obtain my agreement before accepting additional commitments that might affect the time you are able to devote to your role as a nonexecutive director of the Company.

3Fees

As you will be a non-executive director of the Company, the Board as a whole will determine your remuneration in accordance with the requirements of good corporate governance, and the Financial Conduct Authority’s Listing Rules. The fee for your services is Él 15,000.00 per annum and it is paid in equal instalments monthly in arrears, No separate fee is payable for membership of a Board Committee (unless you are the Chair of the Committee). You will also be entitled to be repaid all travelling and other expenses properly incurred in performing your duties in accordance with the Articles and Company policy. Payment of all fees will cease immediately after your appointment as a non-executive director of the Company terminates for any reason.

4

Dealing in the Company’s shares

You shall (and you shall ensure that your “closely associated persons”, including your spouse, any dependent children and associated legal entities shall) comply with the provisions of the Market Abuse Regime (MAR), Criminal Justice Act 1 993, the Financial Services and Markets Act 2000 and rules and

2


regulations laid down by the Company from time to time in relation to dealing in the Company’s shares. Further guidance is available from the Company Secretary.

5

Competitive Businesses

In view of the sensitive and confidential nature of the Company’s business you agree that for so long as you are a non-executive director of the Company you will not, without the consent of the Board, which shall not be withheld unreasonably, be engaged or interested in any capacity in any business or with any company which is, in the reasonable opinion of the Board, competitive with the business of any company in the Group. In the event that you become aware of any potential conflicts of interest, these should be disclosed to me and to the Company Secretary as soon as possible.

6

Confidentiality

You agree that you will not make use of, divulge or communicate to any person (except in the proper performance of your duties) any of the trade secrets or other confidential information of or relating to any company in the Group which you have received or obtained from or through the Company. This restriction shall continue to apply after the termination of your appointment without limit in point of time but shall cease to apply to information or knowledge which comes into the public domain otherwise than through your default or which shall have been received by you from a third party entitled to disclose the same to you.

Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of inside information. Consequently, you should avoid making any statements that might risk a breach of these requirements without prior clearance from me or from the Company Secretary. Please note that all media enquiries concerning the Company must be referred immediately to the Group External Affairs Director.

7

Illness or Incapacity

If you are prevented by illness or incapacity from carrying out your duties for a period exceeding three consecutive calendar months or at different times for a period exceeding in aggregate three calendar months in any one period of twelve calendar months or if you become prohibited by law or under the Articles from being a non-executive director of the Company, then the Company may terminate your appointment immediately.

8

Effect of Termination

Upon termination of your appointment howsoever arising, you shall immediately or upon request of the Company, resign from office as a non-executive director of the Company and all other offices held by you in any other companies in the Group and your membership of any organisation acquired by virtue of your tenure of any such office, and should you fail to do so, the Company is hereby irrevocably authorised to appoint some person in your name and on your behalf to sign any documents and do anything necessary or requisite to give effect thereto.

9

Return of Company Property

You agree that upon termination of your appointment as a non-executive director, you will immediately deliver to the Company all property belonging to the Company or any member of its Group, including all documents or other records made or compiled or acquired by you during your appointment concerning the business, finances or affairs of the Group.

3


10

Independent Professional Advice

In accordance with the UK Corporate Governance Code, the Board has agreed procedures for Directors in the furtherance of their duties to take independent professional advice if necessary, at the Company’s expense. Naturally, if you have any queries or difficulties at any time please feel free to discuss them with me. I am also available at all times to provide you with information and advice you may need.

11

Indemnification and Insurance

You will have the benefit of the following indemnity in relation to liability incurred in your capacity as a Director of the Company. This indemnity is as wide as English law currently permits:

(i)The Company will provide funds to cover costs as incurred by you in defending legal proceedings brought against you in your capacity as, or as a result of your being or having been, a Director of the Company including criminal proceedings and proceedings brought by the Company itself or an Associated Company;
(ii)The Company will indemnify you in respect of any proceedings brought by third parties, including both legal and financial costs of an adverse judgment brought against you in your capacity as, or as a result of your being or having been, a Director of the Company; and
(iii)The Company will indemnify you for liability incurred in connection with any application made to a court for relief from liability, where the court grants such relief.

For the avoidance of doubt, the indemnity granted does not cover:

(i)Unsuccessful defence of criminal proceedings, in which instance the Company would seek reimbursement for any funds advanced;
(ii)Unsuccessful defence of an action brought by the Company itself or an Associated Company, in which instance the Company would seek reimbursement for any funds advanced;
(iii)Fines imposed by regulatory bodies;
(iv)Fines imposed in criminal proceedings; and
(v)Liability incurred in connection with any application under Section 144(3) or (4) of the Companies Act 1985 (acquisition of shares by innocent nominee) or section 1157 of the Companies Act 2006 (general power to grant relief in case of honest and reasonable conduct), where the court refuses to grant you relief, and such refusal is final.

You will notify the Company as soon as reasonably practicable upon becoming aware of any claim or potential claim against you.

The Company maintains Directors and Officers insurance as additional cover for Directors which, if the insurance policy so permits, may provide funds in circumstances where the law prohibits the Company from indemnifying directors. Further information will be provided by the Company Secretary.

12

Review Process

The performance of individual directors and the whole Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role, please discuss them with me as soon as is appropriate.

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13

Contract for Services

It is agreed that you will not be an employee of the Company or any of its subsidiaries and that this letter shall not constitute a contract of employment.

In this letter:

Board

means the board of directors of the Company from time to time or any person or committee nominated by the board of directors as its representative or to whom (and to that extent) it has delegated powers for the purposes of this letter.

Group

means the Company and any other company which is its subsidiary or in which the Company or any subsidiary of the Company controls not less than 25% of the voting shares (where “subsidiary” has the meaning given to it by section 736 of the Companies Act 1985).

This letter shall be governed by and construed in accordance with English Law. Both parties submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in connection with the terms of this letter.

Please acknowledge receipt and acceptance of the terms of this letter by signing the enclosed copy and returning it to the Company Secretary. I am greatly looking forward to working with you.

Kind regards.

Yours sincerely

Graphic

I hereby accept that the terms of this letter constitute the terms of my appointment as a non-executive director of the Company

Graphic

  

September 28, 2021

 Signed

Dated

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Exhibits 4.20

Graphic

Jean-François van Boxmeer

Chairman

May 2022

STRICTLY PRIVATE & CONFIDENTIAL

To: Stephen Carter

c/ o Vodafone Group Plc

Vodafone House

The Connection

Newbury

Berkshire RG14 2FN

Dear Stephen

NON-EXECUTIVE DIRECTORSHIP OF VODAFONE GROUP PUBLIC LIMITED COMPANY

Further to our discussions, I am writing this letter on behalf of the Board of Directors to confirm the terms of your appointment as a non-executive director of Vodafone Group Public Limited Company (the “Company”). This letter is conditional on a resolution being passed by shareholders of the Company at the 2022 Annual General Meeting of the Company (the AGM’) which is scheduled to be held on 26 July 2022. Provided that resolution is passed, your appointment and this letter will be effective at the close of the AGM (“the Effective Date”).

1         Role

Your obligations and responsibilities as a non-executive director are to the Company and, like all directors, you should act at all times in the best interests of the Company, exercising your independent judgment on all matters. Non-executive directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs. Your appointment as a non­executive director of the Company is subject to the Company’s Articles of Association (the Articles) and the latter will prevail in the event of any conflict between them and the terms of this letter. A copy of the current version of the Articles is available on the Company’s website at www.vodafone.com.

In my view, the role of the non-executive director has a number of key elements and I look forward to your contribution in these areas:

Purpose & Strategy: you should constructively challenge and contribute to the development of the Companys purpose and strategy;
Performance: you should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
Risk: you should satisfy yourself that financial information is accurate and that financial controls and systems of risk management are robust and defensible;

Vodafone Group Plc

VodafoneHouse, The Connection, Newbury, Berkshire RG14 2FN, England

T+44 (0)1635 33251 F+44 (0)1635 580857 www.vodafone.com

Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England no. 1833679


People: non-executive directors are responsible for determining appropriate levels of remuneration of executive directors, have a prime role in succession planning and appointing, and where necessary removing, senior management; and
Culture: non-executive directors are responsible for ensuring that the values of the Company are unambiguous and embody the behaviours required to deliver the Company’s strategic goals. You should satisfy yourself that management are taking the appropriate action to achieve and maintain the desired culture.

2         Appointment and Terms

Subject to the terms of this letter, your appointment as a director will commence on the Effective Date.

The Articles require that all directors retire each year at the Annual General Meeting. The Nominations and Governance Committee each year reviews and considers the submission of the directors for re-election and considers the membership of the Board committees. In the event that you submit yourself (with the agreement of the Nominations and Governance Committee) for re-election at an Annual General Meeting but you are not elected, your appointment as director will automatically terminate at the end of that Annual General Meeting. Your appointment will also terminate if you cease to be a director in accordance with any other provision of the Articles, or if either we give you, or you give us, one months’ written notice of termination. You will not be entitled to receive any compensation from the Company in respect of the termination of your appointment. In accordance with the recommendations of the UK Corporate Governance Code, after nine years’ service on the Board, a director may not be considered independent.

Overall, we anticipate a time commitment from you involving attendance at all Board meetings (the Company currently has eight each year), the Annual General Meeting (usually held in July each year) and at least one company/site visit per year. You will be expected to devote appropriate preparation time ahead of each meeting. In addition, you will be asked to join at least one of the principal Board Committees. Each Committee meets about four or five times a year (and in some cases more frequently) and you are expected to attend all the meetings of the Committee(s) of which you are member. There may be additional demands on your time during any period of increased corporate activity (such as an acquisition or a takeover) or when major issues arise.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. If you are unable to attend a Board meeting or Committee meeting in person, I hope, nevertheless, that you will be able to join those meetings either by videoconference or teleconference facilities.

To ensure you do not become over-boarded, you must obtain my agreement before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company.

3         Fees

As you will be a non-executive director of the Company, the Board as a whole will determine your remuneration in accordance with the requirements of good corporate governance, and the Financial Conduct Authoritys Listing Rules. The fee for your services is £115,000.00 per annum and it is paid in equal instalments monthly in arrears. No separate fee is payable for membership of a Board Committee (unless you are the Chair of the Committee). You will also be entitled to be repaid all travelling and other expenses properly incurred in performing your duties in accordance with the Articles and Company

2


policy. Payment of all fees will cease immediately after your appointment as a non-executive director of the Company terminates for any reason.

4         Dealing in the Company’s shares

You shall (and you shall ensure that your closely associated persons”, including your spouse, any dependent children and associated legal entities shall) comply with the provisions of the Market Abuse Regime (MAR), Criminal Justice Act 1993, the Financial Services and Markets Act 2000 and rules and regulations laid down by the Company from time to time in relation to dealing in the Company’s shares. Further guidance is available from the Company Secretary.

5         Competitive Businesses

In view of the sensitive and confidential nature of the Company’s business you agree that for so long as you are a non-executive director of the Company you will not, without the consent of the Board, which shall not be withheld unreasonably, be engaged or interested in any capacity in any business or with any company which is, in the reasonable opinion of the Board, competitive with the business of any company in the Group. In the event that you become aware of any potential conflicts of interest, these should be disclosed to me and to the Company Secretary as soon as possible.

6         Confidentiality

You agree that you will not make use of, divulge or communicate to any person (except in the proper performance of your duties) any of the trade secrets or other confidential information of or relating to any company in the Group which you have received or obtained from or through the Company. This restriction shall continue to apply after the termination of your appointment without limit in point of time but shall cease to apply to information or knowledge which comes into the public domain otherwise than through your default or which shall have been received by you from a third party entitled to disclose the same to you.

Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of inside information. Consequently, you should avoid making any statements that might risk a breach of these requirements without prior clearance from me or from the Company Secretary. Please note that all media enquiries concerning the Company must be referred immediately to the Group External Affairs Director.

7         Illness or Incapacity

If you are prevented by illness or incapacity from carrying out your duties for a period exceeding three consecutive calendar months or at different times for a period exceeding in aggregate three calendar months in any one period of twelve calendar months or if you become prohibited by law or under the Articles from being a non-executive director of the Company, then the Company may terminate your appointment immediately.

8         Effect of Termination

Upon termination of your appointment howsoever arising, you shall immediately or upon request of the Company, resign from office as a non-executive director of the Company and all other offices held by you in any other companies in the Group and your membership of any organisation acquired by virtue of your tenure of any such office, and should you fail to do so, the Company is hereby irrevocably

3


authorised to appoint some person in your name and on your behalf to sign any documents and do anything necessary or requisite to give effect thereto.

9         Return of Company Property

You agree that upon termination of your appointment as a non-executive director, you will immediately deliver to the Company all property belonging to the Company or any member of its Group, including all documents or other records made or compiled or acquired by you during your appointment concerning the business, finances or affairs of the Group.

10        Independent Professional Advice

In accordance with the UK Corporate Governance Code, the Board has agreed procedures for Directors in the furtherance of their duties to take independent professional advice if necessary, at the Companys expense. Naturally, if you have any queries or difficulties at any time please feel free to discuss them with me. I am also available at all times to provide you with information and advice you may need.

11        Indemnification and Insurance

You will have the benefit of the following indemnity in relation to liability incurred in your capacity as a Director of the Company. This indemnity is as wide as English law currently permits:

(i)

The Company will provide funds to cover costs as incurred by you in defending legal proceedings brought against you in your capacity as, or as a result of your being or having been, a Director of the Company including criminal proceedings and proceedings brought by the Company itself or an Associated Company;

(ii)

The Company will indemnify you in respect of any proceedings brought by third parties, including both legal and financial costs of an adverse judgment brought against you in your capacity as, or as a result of your being or having been, a Director of the Company; and

(iii)

The Company will indemnify you for liability incurred in connection with any application made to a court for relief from liability, where the court grants such relief.

For the avoidance of doubt, the indemnity granted does not cover:

(i)

Unsuccessful defence of criminal proceedings, in which instance the Company would seek reimbursement for any funds advanced;

(ii)

Unsuccessful defence of an action brought by the Company itself or an Associated Company, in which instance the Company would seek reimbursement for any funds advanced;

(iii)

Fines imposed by regulatory bodies;

(iv)

Fines imposed in criminal proceedings; and

(v)

Liability incurred in connection with any application under Section 661(3) or (4) of the Companies Act 2006 (acquisition of shares by innocent nominee) or section 1157 of the Companies Act 2006 (general power to grant relief in case of honest and reasonable conduct), where the court refuses to grant you relief, and such refusal is final.

You will notify the Company as soon as reasonably practicable upon becoming aware of any claim or potential claim against you.

4


The Company maintains Directors and Officers insurance as additional cover for Directors which, if the insurance policy so permits, may provide funds in circumstances where the law prohibits the Company from indemnifying directors. Further information will be provided by the Company Secretary.

12        Review Process

The performance of individual directors and the whole Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role, please discuss them with me as soon as is appropriate.

13       Contract for Services

It is agreed that you will not be an employee of the Company or any of its subsidiaries and that this letter shall not constitute a contract of employment.

14       Personal data

You acknowledge that, during your appointment, you may have access to and may process, or authorise the processing of, personal data (as defined for the purposes of UK and EU laws) that is held and controlled by a member of the Group. You agree to comply with those laws and the data protection policies issued from time to time by the Group in relation to such data. The Company (and other members of the Group and its and their employees and agents) may from time to time hold, process and disclose your personal data in accordance with the terms of the Company’s privacy notice or data protection policy in force from time to time (the current version can be obtained from the Company Secretary).

In this letter:

“Board”

means the board of directors of the Company from time to time or any person or committee nominated by the board of directors as its representative or to whom (and to that extent) It has delegated powers for the purposes of this letter.

“Group”

means the Company and any other company which is its subsidiary or in which the Company or any subsidiary of the Company controls not less than 25% of the voting shares (where “subsidiary” has the meaning given to it by section 736 of the Companies Act 1985).

This letter shall be governed by and construed in accordance with English Law. Both parties submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in connection with the terms of this letter.

Please acknowledge receipt and acceptance of the terms of this letter by signing the enclosed copy and returning it to the Company Secretary. I am greatly looking forward to working with you.

Kind regards.

Graphic

I hereby accept that the terms of this letter constitute the terms of my appointment as a non-executive director of the Company

Graphic

    

11/05/2022

Signed

Dated

5


Exhibit 4.21

Jean-François van Boxmeer

Graphic

Chairman

May 2022

STRICTLY PRIVATE & CONFIDENTIAL

To: Delphine Ernotte Cunci

c/o Vodafone Group Plc

Vodafone House

The Connection

Newbury

Berkshire RG14 2FN

Dear Delphine

NON-EXECUTIVE DIRECTORSHIP OF VODAFONE GROUP PUBLIC LIMITED COMPANY

Further to our discussions, I am writing this letter on behalf of the Board of Directors to confirm the terms of your appointment as a non-executive director of Vodafone Group Public Limited Company (the “Company). This letter is conditional on a resolution being passed by shareholders of the Company at the 2022 Annual General Meeting of the Company (‘the AGM’) which is scheduled to be held on 26 July 2022. Provided that resolution is passed, your appointment and this letter will be effective at the close of the AGM (“the Effective Date”).

1

Role

Your obligations and responsibilities as a non-executive director are to the Company and, like all directors, you should act at all times in the best interests of the Company, exercising your independent judgment on all matters. Non-executive directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs. Your appointment as a non­executive director of the Company is subject to the Company’s Articles of Association (the Articles”) and the latter will prevail in the event of any conflict between them and the terms of this letter. A copy of the current version of the Articles is available on the Company’s website at www.vodafone.com.

In my view, the role of the non-executive director has a number of key elements and I look forward to your contribution in these areas:

Purpose & Strategy: you should constructively challenge and contribute to the development of the Company’s purpose and strategy;

Performance: you should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;

Risk: you should satisfy yourself that financial information is accurate and that financial controls and systems of risk management are robust and defensible;

Vodafone Group Plc

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England

T+44 (0)1635 33251 F+44 (0)1635 580857 www.vodafone.com

Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679


People: non-executive directors are responsible for determining appropriate levels of remuneration of executive directors, have a prime role in succession planning and appointing, and where necessary removing, senior management; and

Culture: non-executive directors are responsible for ensuring that the values of the Company are unambiguous and embody the behaviours required to deliver the Company’s strategic goals. You should satisfy yourself that management are taking the appropriate action to achieve and maintain the desired culture.

2

Appointment and Terms

Subject to the terms of this letter, your appointment as a director will commence on the Effective Date.

The Articles require that all directors retire each year at the Annual General Meeting. The Nominations and Governance Committee each year reviews and considers the submission of the directors for re­election and considers the membership of the Board committees. In the event that you submit yourself (with the agreement of the Nominations and Governance Committee) for re-election at an Annual General Meeting but you are not elected, your appointment as director will automatically terminate at the end of that Annual General Meeting. Your appointment will also terminate if you cease to be a director in accordance with any other provision of the Articles, or if either we give you, or you give us, one monthswritten notice of termination. You will not be entitled to receive any compensation from the Company in respect of the termination of your appointment. In accordance with the recommendations of the UK Corporate Governance Code, after nine years’ service on the Board, a director may not be considered independent.

Overall, we anticipate a time commitment from you involving attendance at all Board meetings (the Company currently has eight each year), the Annual General Meeting (usually held in July each year) and at least one company/site visit per year. You will be expected to devote appropriate preparation time ahead of each meeting. In addition, you will be asked to join at least one of the principal Board Committees. Each Committee meets about four or five times a year (and in some cases more frequently) and you are expected to attend all the meetings of the Committee(s) of which you are member. There may be additional demands on your time during any period of increased corporate activity (such as an acquisition or a takeover) or when major issues arise.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. If you are unable to attend a Board meeting or Committee meeting in person, I hope, nevertheless, that you will be able to join those meetings either by videoconference or teleconference facilities.

To ensure you do not become over-boarded, you must obtain my agreement before accepting additional commitments that might affect the time you are able to devote to your role as a non­executive director of the Company.

3

Fees

As you will be a non-executive director of the Company, the Board as a whole will determine your remuneration in accordance with the requirements of good corporate governance, and the Financial Conduct Authoritys Listing Rules. The fee for your services is £115,000.00 per annum and it is paid in equal instalments monthly in arrears. No separate fee is payable for membership of a Board Committee (unless you are the Chair of the Committee). You will also be entitled to be repaid all travelling and other expenses properly incurred in performing your duties in accordance with the Articles and Company

2


policy. Payment of all fees will cease immediately after your appointment as a non-executive director of the Company terminates for any reason.

4

Dealing In the Company’s shares

You shall (and you shall ensure that your closely associated persons”, including your spouse, any dependent children and associated legal entities shall) comply with the provisions of the Market Abuse Regime (MAR), Criminal Justice Act 1993, the Financial Services and Markets Act 2000 and rules and regulations laid down by the Company from time to time in relation to dealing in the Company’s shares. Further guidance is available from the Company Secretary.

5

Competitive Businesses

In view of the sensitive and confidential nature of the Company’s business you agree that for so long as you are a non-executive director of the Company you will not, without the consent of the Board, which shall not be withheld unreasonably, be engaged or interested in any capacity in any business or with any company which is, in the reasonable opinion of the Board, competitive with the business of any company in the Group. In the event that you become aware of any potential conflicts of interest, these should be disclosed to me and to the Company Secretary as soon as possible.

6

Confidentiality

You agree that you will not make use of, divulge or communicate to any person (except in the proper performance of your duties) any of the trade secrets or other confidential information of or relating to any company in the Group which you have received or obtained from or through the Company. This restriction shall continue to apply after the termination of your appointment without limit in point of time but shall cease to apply to information or knowledge which comes into the public domain otherwise than through your default or which shall have been received by you from a third party entitled to disclose the same to you.

Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of inside information. Consequently, you should avoid making any statements that might risk a breach of these requirements without prior clearance from me or from the Company Secretary. Please note that all media enquiries concerning the Company must be referred immediately to the Group External Affairs Director.

7

Illness or Incapacity

If you are prevented by illness or incapacity from carrying out your duties for a period exceeding three consecutive calendar months or at different times for a period exceeding in aggregate three calendar months in any one period of twelve calendar months or if you become prohibited by law or under the Articles from being a non-executive director of the Company, then the Company may terminate your appointment immediately.

8

Effect of Termination

Upon termination of your appointment howsoever arising, you shall immediately or upon request of the Company, resign from office as a non-executive director of the Company and all other offices held by you in any other companies in the Group and your membership of any organisation acquired by virtue of your tenure of any such office, and should you fail to do so, the Company is hereby irrevocably

3


authorised to appoint some person in your name and on your behalf to sign any documents and do anything necessary or requisite to give effect thereto.

9

Return of Company Property

You agree that upon termination of your appointment as a non-executive director, you will immediately deliver to the Company all property belonging to the Company or any member of its Group, including all documents or other records made or compiled or acquired by you during your appointment concerning the business, finances or affairs of the Group.

10

Independent Professional Advice

In accordance with the UK Corporate Governance Code, the Board has agreed procedures for Directors in the furtherance of their duties to take independent professional advice if necessary, at the Company’s expense. Naturally, if you have any queries or difficulties at any time please feel free to discuss them with me. I am also available at all times to provide you with information and advice you may need.

11

Indemnification and Insurance

You will have the benefit of the following indemnity in relation to liability incurred in your capacity as a Director of the Company. This indemnity is as wide as English law currently permits:

(i)

The Company will provide funds to cover costs as incurred by you in defending legal proceedings brought against you in your capacity as, or as a result of your being or having been, a Director of the Company including criminal proceedings and proceedings brought by the Company itself or an Associated Company;

(ii)

The Company will indemnify you in respect of any proceedings brought by third parties, including both legal and financial costs of an adverse judgment brought against you in your capacity as, or as a result of your being or having been, a Director of the Company; and

(iii)

The Company will indemnify you for liability incurred in connection with any application made to a court for relief from liability, where the court grants such relief.

For the avoidance of doubt, the indemnity granted does not cover:

(i)

Unsuccessful defence of criminal proceedings, in which instance the Company would seek reimbursement for any funds advanced;

(ii)

Unsuccessful defence of an action brought by the Company itself or an Associated Company, in which instance the Company would seek reimbursement for any funds advanced;

(iii)

Fines imposed by regulatory bodies;

(iv)

Fines imposed in criminal proceedings; and

(v)

Liability incurred in connection with any application under Section 661(3) or (4) of the Companies Act 2006 (acquisition of shares by innocent nominee) or section 1157 of the Companies Act 2006 (general power to grant relief in case of honest and reasonable conduct), where the court refuses to grant you relief, and such refusal is final.

You will notify the Company as soon as reasonably practicable upon becoming aware of any claim or potential claim against you.

4


The Company maintains Directors and Officers insurance as additional cover for Directors which, if the insurance policy so permits, may provide funds in circumstances where the law prohibits the Company from indemnifying directors. Further information will be provided by the Company Secretary.

12

Review Process

The performance of individual directors and the whole Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role, please discuss them with me as soon as is appropriate.

13

Contract for Services

It is agreed that you will not be an employee of the Company or any of its subsidiaries and that this letter shall not constitute a contract of employment.

14

Personal data

You acknowledge that, during your appointment, you may have access to and may process, or authorise the processing of, personal data (as defined for the purposes of UK and EU laws) that is held and controlled by a member of the Group. You agree to comply with those laws and the data protection policies issued from time to time by the Group in relation to such data. The Company (and other members of the Group and its and their employees and agents) may from time to time hold, process and disclose your personal data in accordance with the terms of the Companys privacy notice or data protection policy in force from time to time (the current version can be obtained from the Company Secretary).

In this letter:

Board”

means the board of directors of the Company from time to time or any person or committee nominated by the board of directors as its representative or to whom (and to that extent) it has delegated powers for the purposes of this letter.

Group

means the Company and any other company which is its subsidiary or in which the Company or any subsidiary of the Company controls not less than 25% of the voting shares (where subsidiaryhas the meaning given to it by section 736 of the Companies Act 1985).

This letter shall be governed by and construed in accordance with English Law. Both parties submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in connection with the terms of this letter.

Please acknowledge receipt and acceptance of the terms of this letter by signing the enclosed copy and returning it to the Company Secretary. I am greatly looking forward to working with you.

Kind regards.

Yours sincerely

Graphic

I hereby accept that the terms of this letter constitute the terms of my appointment as a non-executive director of the Company

Graphic

18 mai 2022

Signed

Dated

5


Exhibit 4.22

Graphic

Jean -François van Boxmeer

Chairman

May 2022

STRICTLY PRIVATE & CONFIDENTIAL

To: Simon Segars

c/o Vodafone Group Plc

Vodafone House

The Connection

Newbury

Berkshire RG14 2FN

Dear Simon

NON-EXECUTIVE DIRECTORSHIP OF VODAFONE GROUP PUBLIC LIMITED COMPANY

Further to our discussions, I am writing this letter on behalf of the Board of Directors to confirm the terms of your appointment as a non-executive director of Vodafone Group Public Limited Company (the "Company"). This letter is conditional on a resolution being passed by shareholders of the Company at the 2022 Annual General Meeting of the Company ('the AGM') which Is scheduled to be held on 26 July 2022. Provided that resolution Is passed. your appointment and this letter will be effective at the close of the AGM ("the Effective Date").

Role

Your obligations and responsibilities as a non-executive director are to the Company and, like all directors, you should act at all times in the best interests of the Company, exercising your independent judgment on all matters. Non-executive directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company's affairs. Your appointment as a non­executive director of the Company is subject to the Company's Articles of Association (the "Articles") and the latter will prevail in the event of any conflict between them and the terms of this letter. A copy of the current version of the Articles is available on the Company's website at www.vodafone.com.

In my view. the role of the non-executive director has a number of key elements and I look forward to your contribution in these areas:

Purpose & Strategy: you should constructively challenge and contribute to the development of the Company's purpose and strategy;
Performance: you should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
Risk: you should satisfy yourself that financial information is accurate and that financial controls and systems of risk management are robust and defensible;

Vodafone Group Plc

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England

T+44 (0)1635 33251 F+44 (0)1635 580857 www.vodafone.com

Registered Office: Vodafone House, The Connection. Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679


People: non-executive directors are responsible for determining appropriate levels of remuneration of executive directors, have a prime role in succession planning and appointing, and where necessary removing, senior management; and
Culture: non-executive directors are responsible for ensuring that the values of the Company are unambiguous and embody the behaviours required to deliver the Company's strategic goals. You should satisfy yourself that management are taking the appropriate action to achieve and maintain the desired culture.

1

Appointment and Terms

Subject to the terms of this letter, your appointment as a director will commence on the Effective Date.

The Articles require that all directors retire each year at the Annual General Meeting. The Nominations and Governance Committee each year reviews and considers the submission of the directors for re-election and considers the membership of the Board committees. In the event that you submit yourself (with the agreement of the Nominations and Governance Committee) for re-election at an Annual General Meeting but you are not elected, your appointment as director will automatically terminate at the end of that Annual General Meeting. Your appointment will also terminate if you cease to be a director in accordance with any other provision of the Articles, or if either we give you, or you give us, one months’ written notice of termination. You will not be entitled to receive any compensation from the Company in respect of the termination of your appointment. In accordance with the recommendations of the UK Corporate Governance Code, after nine years’ service on the Board, a director may not be considered independent.

Overall, we anticipate a time commitment from you involving attendance at all Board meetings (the Company currently has eight each year), the Annual General Meeting (usually held in July each year) and at Least one company/site visit per year. You will be expected to devote appropriate preparation time ahead of each meeting. In addition, you will be asked to Join at Least one of the principal Board Committees. Each Committee meets about four or five times a year (and in some cases more frequently) and you are expected to attend all the meetings of the Committee(s) of which you are member. There may be additional demands on your time during any period of increased corporate activity (such as an acquisition or a takeover) or when major issues arise.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. If you are unable to attend a Board meeting or Committee meeting in person, I hope, nevertheless, that you will be able to Join those meetings either by videoconference or teleconference facilities.

To ensure you do not become over-boarded, you must obtain my agreement before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company.

2

Fees

As you will be a non-executive director of the Company, the Board as a whole will determine your remuneration in accordance with the requirements of good corporate governance, and the Financial Conduct Authority's Listing Rules. The fee for your services is £115,000.00 per annum and it is paid in equal instalments monthly in arrears. No separate fee is payable for membership of a Board Committee (unless you are the Chair of the Committee). You will also be entitled to be repaid all travelling and other expenses properly incurred in performing your duties in accordance with the Articles and Company


policy. Payment of all fees will cease immediately after your appointment as a non-executive director of the Company terminates for any reason.

3

Dealing in the Company's shares

You shall (and you shall ensure that your "closely associated persons", including your spouse, any dependent children and associated legal entities shall) comply with the provisions of the Market Abuse Regime (MAR), Criminal Justice Act 1993, the Financial Services and Markets Act 2000 and rules and regulations laid down by the Company from time to time in relation to dealing in the Company's shares. Further guidance is available from the Company Secretary.

4

Competitive Businesses

In view of the sensitive and confidential nature of the Company's business you agree that for so long as you are a non-executive director of the Company you will not, without the consent of the Board, which shall not be withheld unreasonably, be engaged or interested in any capacity in any business or with any company which is, in the reasonable opinion of the Board, competitive with the business of any company in the Group. In the event that you become aware of any potential conflicts of interest, these should be disclosed to me and to the Company Secretary as soon as possible.

5

Confidentiality

You agree that you will not make use of, divulge or communicate to any person (except in the proper performance of your duties) any of the trade secrets or other confidential information of or relating to any company in the Group which you have received or obtained from or through the Company. This restriction shall continue to apply after the termination of your appointment without limit in point of time but shall cease to apply to information or knowledge which comes into the public domain otherwise than through your default or which shall have been received by you from a third party entitled to disclose the same to you.

Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of inside information. Consequently, you should avoid making any statements that might risk a breach of these requirements without prior clearance from me or from the Company Secretary. Please note that all media enquiries concerning the Company must be referred immediately to the Group External Affairs Director.

6

Illness or Incapacity

If you are prevented by illness or incapacity from carrying out your duties for a period exceeding three consecutive calendar months or at different times for a period exceeding in aggregate three calendar months in any one period of twelve calendar months or if you become prohibited by law or under the Articles from being a non-executive director of the Company, then the Company may terminate your appointment immediately.

7

Effect of Termination

Upon termination of your appointment howsoever arising, you shall immediately or upon request of the Company, resign from office as a non-executive director of the Company and all other offices held by you in any other companies in the Group and your membership of any organisation acquired by virtue of your tenure of any such office, and should you fail to do so, the Company is hereby irrevocably


authorised to appoint some person in your name and on your behalf to sign any documents and do anything necessary or requisite to give effect thereto.

8

Return of Company Property

You agree that upon termination of your appointment as a non-executive director, you will immediately deliver to the Company all property belonging to the Company or any member of its Group, including all documents or other records made or compiled or acquired by you during your appointment concerning the business, finances or affairs of the Group.

9

Independent Professional Advice

In accordance with the UK Corporate Governance Code, the Board has agreed procedures for Directors in the furtherance of their duties to take independent professional advice if necessary, at the Company's expense. Naturally, if you have any queries or difficulties at any time please feel free to discuss them with me. I am also available at all times to provide you with information and advice you may need.

10

Indemnification and Insurance

You will have the benefit of the following indemnity in relation to liability incurred in your capacity as a Director of the Company. This indemnity is as wide as English law currently permits:

(i)The Company will provide funds to cover costs as incurred by you in defending legal proceedings brought against you in your capacity as, or as a result of your being or having been, a Director of the Company including criminal proceedings and proceedings brought by the Company itself or an Associated Company;
(ii)The Company will indemnify you in respect of any proceedings brought by third parties, including both legal and financial costs of an adverse judgment brought against you in your capacity as, or as a result of your being or having been, a Director of the Company; and
(iii)The Company will indemnify you for liability incurred in connection with any application made to a court for relief from liability, where the court grants such relief.

For the avoidance of doubt, the indemnity granted does not cover:

(i)Unsuccessful defence of criminal proceedings, in which instance the Company would seek reimbursement for any funds advanced;
(ii)Unsuccessful defence of an action brought by the Company itself or an Associated Company, in which instance the Company would seek reimbursement for any funds advanced;
(iii)Fines imposed by regulatory bodies:
(iv)Fines imposed in criminal proceedings; and
(v)Liability incurred in connection with any application under Section 661(3) or (4) of the Companies Act 2006 (acquisition of shares by innocent nominee) or section 1157 of the Companies Act 2006 (general power to grant relief in case of honest and reasonable conduct), where the court refuses to grant you relief, and such refusal is final.

You will notify the Company as soon as reasonably practicable upon becoming aware of any claim or potential claim against you.


The Company maintains Directors and Officers insurance as additional cover for Directors which, if the insurance policy so permits, may provide funds in circumstances where the law prohibits the Company from indemnifying directors. Further information will be provided by the Company Secretary.

11

Review Process

The performance of individual directors and the whole Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role, please discuss them with me as soon as is appropriate.

12

Contract for Services

It is agreed that you will not be an employee of the Company or any of its subsidiaries and that this letter shall not constitute a contract of employment.

13

Personal data

You acknowledge that, during your appointment, you may have access to and may process, or authorise the processing of. personal data (as defined for the purposes of UK and EU laws) that is held and controlled by a member of the Group. You agree to comply with those laws and the data protection policies issued from time to time by the Group in relation to such data. The Company (and other members of the Group and its and their employees and agents) may from time to time hold, process and disclose your personal data in accordance with the terms of the Company's privacy notice or data protection policy in force from time to time (the current version can be obtained from the Company Secretary).

In this letter:

"Board"

means the board of directors of the Company from time to time or any person or committee nominated by the board of directors as its representative or to whom (and to that extent) it has delegated powers for the purposes of this Letter.

"Group"

means the Company and any other company which is its subsidiary or in which the Company or any subsidiary of the Company controls not less than 25% of the voting shares (where "subsidiary" has the meaning given to it by section 736 of the Companies Act 1985).

This Letter shall be governed by and construed in accordance with English Law. Both parties submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in connection with the terms of this letter.

Please acknowledge receipt and acceptance of the terms of this letter by signing the enclosed copy and returning it to the Company Secretary. I am greatly looking forward to working with you.

Kind regards.

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I hereby accept that the terms of this letter constitute the terms of my appointment as a non-executive director of the Company

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22nd MAY, 2022

Signed

Dated


Exhibit 12

RULE 13a-14(a) CERTIFICATION

I, Nick Read, certify that:

1.

I have reviewed this Annual Report on Form 20-F of Vodafone Group Plc (the “Company”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5.

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

16 June 2022

    

/s/ Nick Read

Date

Nick Read

Chief Executive


Exhibit 12

RULE 13a-14(a) CERTIFICATION

I, Margherita Della Valle, certify that:

1.

I have reviewed this Annual Report on Form 20-F of Vodafone Group Plc (the “Company”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5.

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

16 June 2022

    

/s/ Margherita Della Valle

Date

Margherita Della Valle

Chief Financial Officer


Exhibit 13

RULE 13a-14(b) CERTIFICATION

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Vodafone Group Plc, a company incorporated under the laws of England and Wales (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 20-F for the year ended 31 March 2022 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

16 June 2022

    

/s/ Nick Read

Date

Nick Read

Chief Executive

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.


RULE 13a-14(b) CERTIFICATION

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Vodafone Group Plc, a company incorporated under the laws of England and Wales (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 20-F for the year ended 31 March 2022 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

16 June 2022

    

/s/ Margherita Della Valle

Date

Margherita Della Valle

Chief Financial Officer

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.


Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)  Registration Statement (Form F-3 No. 333-240163) of Vodafone Group Plc

(2)  Registration Statement (Form S-8 No. 333-81825) of Vodafone Group Plc, and

(3)  Registration Statement (Form S-8 No. 333-149634) of Vodafone Group Plc, pertaining to the Vodafone Global Incentive Plan;

of our reports dated 16 June 2022, with respect to the consolidated financial statements of Vodafone Group Plc and the effectiveness of internal control over financial reporting of Vodafone Group Plc included in this Annual Report (Form 20-F) for the year ended 31 March 2022.

/s/ Ernst & Young LLP

London, United Kingdom

16 June 2022


Exhibit 99.1

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Vodafone Group Plc Annual Report on Form 20-F 2022

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Contents Strategic report 01 S Our strategic framework 02 S About Vodafone 04 S Financial and non-financial performance 06 Chairman’s message 07 Chief Executive’s statement 08 S Market and strategy 10 S Business model 12 Mega trends 14 Stakeholder engagement 16 Strategic review 21 Our people strategy 24 Our financial performance 34 S Purpose, sustainability and responsible business 36 Our purpose 36 – Inclusion for All 41 – Planet 44 – Digital Society 46 Contribution to Sustainable Development Goals 47 Responsible business 47 – Protecting data 52 – Protecting people 56 – Business integrity 58 Non-financial information 59 Principal risk factors and uncertainties 65 – Long Term Viability Statement 66 – TCFD disclosure Governance 68 S Governance at a glance 70 Chairman’s governance statement 72 Our Company purpose, values, and culture 73 Our Board 75 Our governance structure 76 Division of responsibilities 77 Board activities and principal decisions 79 Board effectiveness 80 Nominations and Governance Committee 83 Audit and Risk Committee 89 ESG Committee 91 Remuneration Committee 93 Remuneration Policy 99 Annual Report on Remuneration 113 US listing requirements 114 Directors’ report Financials 116 Reporting on our financial performance 117 Directors’ statement of responsibility 119 Risk mitigation 125 Report of independent registered public accounting firm 129 Consolidated financial statements and notes 215 This page is intentionally left blank Other information 223 Non-GAAP measures 234 Shareholder information 240 History and development 240 Regulation 249 Form 20-F cross reference guide 252 Forward-looking statements 253 Definition of terms Exhibits Exhibit 1.1 Exhibit 2.3 Exhibit 2.4 Exhibit 2.7 Exhibit 4.2 Exhibit 4.17 Exhibit 4.18 Exhibit 4.19 Exhibit 4.20 Exhibit 4.21 Exhibit 4.22 Exhibit 12 Exhibit 13 Exhibit 15.1 Welcome to our Annual Report on Form 20-F 2022 This constitutes the Annual Report on Form 20-F of Vodafone Group Plc (the `Company’) in accordance with the requirements of the US Securities and Exchange Commission (the `SEC’) for the year ended 31 March 2022 and is dated 16 June 2022. This document contains certain information set out within the Company’s Annual Report in accordance with International Financial Reporting Standards (`IFRS’) as issued by the International Accounting Standards Board (`IASB’). The content of the Group’s website (www.vodafone.com) or any website other than Vodafone referenced or linked to (via hyperlink, website address or QR code) in this document is not incorporated into this document and should not be considered to form part of this Annual Report on Form 20-F. References to the “year”, “financial year”, or “FY22” are to the financial year ended 31 March 2022. References to the “last year”, “last financial year”, or “FY21” are to the financial year ended 31 March 2021 unless otherwise stated.

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1 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strategic report Governance Financials Other information Reducing our environmental impacts and helping society decarbonise Planet Connecting people and things and digitalising critical sectors Digital Society Ensuring everyone has access to the benefits of a digital society Inclusion for All Our vision: A new generation connectivity and digital services provider for Europe & Africa Leading innovation in digital services Our strategy: Customer commitments Best connectivity products and services Outstanding digital experiences Our strategy: Enabling strategies Simplified and most efficient operator Leading gigabit networks Social contract shaping the digital society Our advantage: Leading connectivity provider Read more on pages 16 to 20 Two attractive regions with scale Europe & Africa Read more on pages 59 to 115 Strong frameworks in place Governance and risk management Read more on pages 21 to 23 The ‘Spirit of Vodafone’ Our people and culture Our strategic framework Our strategy is focused on sustainable growth to drive returns Read more on pages 41 to 44 Read more on pages 44 to 45 Read more on pages 36 to 40 FY22 highlights Our financial performance demonstrates our sustainable growth, despite broader macroeconomic challenges. Our results are in line with our expectations for the year and our medium-term ambitions. Organic service revenue growth1 – Good growth throughout FY22 in both Europe and Africa – Improving YoY trend in 10 out of 11 European markets Our purpose: We connect for a better future 3.3% 3.3% 0.8% 0.8% 2.4% 2.4% 2.7% 2.7% 2.0% 2.0% FY22 +2.6% FY22 +2.6% Q4 FY22 Q3 FY22 Q2 FY22 Q1 FY22 Q4 FY21 Full year dividend per share 9.0 eurocents 1. Organic service revenue growth is a non-GAAP measure. See page 223 for more information.

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Governance Financials Other information 2 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strategic report About Vodafone How we are structured A new generation connectivity and digital services provider Where we operate and what we sell Europe Consumer We provide a range of market leading mobile and fixed-line connectivity services in all of our European markets, enabling customers to reliably call, text and access data on their mobile devices, or access broadband, TV and voice services at home. Our converged plans combine these offerings, providing simplicity and better value for our customers. Other value added services include our Consumer IoT propositions, as well as security and insurance products. Vodafone Business We serve private and public sector customers of all sizes with a broad range of connectivity services, supported by our dedicated global network. We have unique scale and capabilities, and are expanding our portfolio of products and services into growth areas such as unified communications, cloud & security, and IoT. African Consumer We provide a range of mobile services, enabling customers to call, text and access data. The demand for mobile data is growing rapidly driven by the lack of fixed broadband access and by increased smartphone penetration. Together with Vodacom’s VodaPay super-app and the M-Pesa payment platform, we are the leading provider of financial services, as well as business and merchant services in Africa. Our products and services Core connectivity products and services in fixed and mobile account for the majority of our revenue. However, we are constantly expanding our portfolio into high return growth areas, such as digital services, the Internet of Things (‘IoT’) and financial services, that leverage and complement our core connectivity business. Retail & service Europe Consumer Vodafone Business Africa Consumer Growth platforms Digital services >50m Customers subscribed to a digital service Internet of Things 150m IoT SIM connections (FY21: 123 million) Financial services 52.4m M-Pesa customers4 (FY21: 48.3 million) Shared operations Supplier management >€600m savings p.a. Network & digital operations >€400m savings p.a. Inter-network operations >€250m revenue and savings p.a. Infrastructure assets Passive mobile €16.2bn market capitalisation1 Active mobile >180,000 radios2 Fixed network 1.6m kilometres of fibre and coaxial3 Notes: 1. Market capitalisation at 31 March 2022. 2. Group including VodafoneZiggo and Safaricom. 3. Group including Safaricom. 4. Africa including 100% Safaricom. Share of service revenue We recognise the importance of local, in-market scale and capabilities, but also drive further value from our Group scale and breadth of our footprint. Our retail and service operations are split across three broad business lines: Europe Consumer, Vodafone Business and Africa Consumer. Our biggest market is Germany. Service revenue Core connectivity 87% Growth platforms 13% Digital services 10% IoT 2% Financial services 1% Core connectivity 87% Growth platforms 13% Digital services 10% IoT 2% Financial services 1% Service revenue €38.2bn

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3 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strategic report Governance Financials Other information How we govern How we measure success Governance The Board held seven scheduled meetings this year to discuss key strategic matters, our purpose and culture, our people and stakeholder interests. The Nominations and Governance Committee evaluates the composition and performance of the Board and ensures an appropriate balance of independence, skills, knowledge, experience and diversity. The Audit and Risk Committee provides effective governance over the appropriateness of financial reporting of the Group, including the adequacy of related disclosures, the performance of the internal audit function and the external auditor and oversight of the Group’s systems of internal control, risk management framework and compliance activities. The Remuneration Committee advises the Board on policies for executive remuneration and reward packages for individual Executive Directors. The Committee also oversees general pay practices across the Group. The Environmental, Social and Governance (‘ESG’) Committee oversees our ESG programme, including our purpose pillars, sustainability and responsible business practices, and our contribution to the societies we operate in under our social contract. Read more on pages 80 to 92 Operational metrics We have a number of commercial metrics that are used to monitor our progress against our key strategic priorities and reflect the strong underlying momentum across the business. Read more on page 16 Social contract We monitor the success we have in shaping a healthier industry structure that is pro-investment, supportive of returns, and helps build a resilient, inclusive and sustainable digital society. Read more on pages 6 and 9 Sustainability metrics Our metrics are aligned to the three pillars of our purpose and the individual initiatives that underpin each pillar. – Inclusion for All: Rural connectivity, our commercial propositions for equality, and workplace equality. – Planet: Our carbon footprint across our full value chain, enabling our customers to reduce their own emissions, and e-waste. – Digital Society: Supporting SME and the digitalisation of critical sectors, such as agriculture and healthcare. Read more on pages 34 to 45 Click or scan to watch our Chairman and Non-Executive Directors speak about their roles in short video interviews: investors.vodafone.com/videos Click or scan to watch our privacy and cyber experts explain how we protect customer data and our networks: investors.vodafone.com/videos Click or scan to watch short videos showing how we help improve digital inclusion and how we plan to reach net zero by 2040: investors.vodafone.com/videos Risk management Risks are not static and as the environment changes, so do risks – some diminish or increase, while new risks appear. We continuously review and improve our risk processes in order to ensure that the Company has the appropriate level of support in meeting its strategic objectives. Our risk framework clearly defines roles and responsibilities, and sets out a consistent end-to-end process for identifying and managing risks. We have embedded the risk framework across the Group as this allows us to take a holistic approach and to make meaningful comparisons. Our approach is continuously enhanced, enabling more dynamic risk detection, modelling of risk interconnectedness and the use of data, all of which are improving our risk visibility and our responses. Our Board oversees principal and emerging risks, which are reported to the various management committees and the Board throughout the year. Additionally, risk owners are invited to present in-depth reviews to ensure that risks are managed within the defined tolerance levels. Read more on pages 59 to 67 Our business model is underpinned by our strong governance and risk management framework. We track a range of measures that reflect our financial, operational and strategic progress and performance.

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Governance Financials Other information 4 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strategic report Financial results summary 2022 2021 2020 Group revenue €m 45,580 43,809 44,974 Group service revenue €m 38,203 37,141 37,871 Operating profit/(loss) €m 5,664 5,097 4,099 Profit/(loss) for the financial year €m 2,624 536 (455) Basic earnings/(loss) per share €c 7.20 0.38 (3.13) Cash inflow from operating activities €m 18,081 17,215 17,379 Borrowings less cash & cash equivalents €m (62,596) (61,939) (61,368)2 Total dividends per share €c 9.00 9.00 9.00 Customer commitments 2022 2021 2020 Best connectivity products and services Europe mobile contract customers1 million 66.4 65.4 64.4 Europe broadband customers1 million 25.6 25.6 25.0 Europe Consumer converged customers1 million 9.0 7.9 7.2 Europe mobile contract customer churn % 13.6 13.7 14.62 Africa mobile customers3 million 184.5 178.0 168.4 Africa data users3 million 89.9 84.9 82.6 Business service revenue growth4 % 0.8 (0.6) 0.8 Leading innovation in digital services Europe TV subscribers1 million 21.9 22.2 22.1 IoT SIM connections million 150.1 123.3 102.9 Africa M-Pesa customers3 million 52.4 48.3 41.5 Africa M-Pesa transaction volume3 billion 19.9 15.2 12.2 Outstanding digital experiences Digital channel sales mix5 % 25 26 21 End-to-end TOBi completion rate6,7 % 42.9 34.6 – Enabling strategies 2022 2021 2020 Leading gigabit networks 5G available in European cities1 # 294 240 97 Europe on-net gigabit capable connections1 million 48.5 43.7 31.9 Europe on-net NGN broadband penetration1 % 30 30 30 Simplified and most efficient operator Europe markets where 3G switched off 1 # 4 3 1 Our progress Key Performance Indicators Financial and non-financial performance Notes: 1. Including VodafoneZiggo. 2. Excluding the impact of inactive data only SIM losses in Italy during Q3 and Q4 FY20. 3. Africa including Safaricom. 4. Organic growth. See page 223 for more information. 5. Based on Germany, Italy, UK and Spain only. 6. Group excluding Egypt. 7. Defined as percentage of total customer contacts resolved without human interaction through TOBi. We measure our success by tracking key performance indicators that reflect our strategic, operational and financial progress and performance.

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5 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strategic report Governance Financials Other information Our people 2022 2021 2020 Average number of employees and contractors1 thousand 104 105 104 Employee engagement index 2 % 73 74 77 Employee turnover rate (voluntary) % 14 8 12 Women on the Board % 50 45 42 Women in management and senior leadership roles % 32 32 31 Women in total workforce % 40 40 39 Inclusion for All 2022 2021 2020 4G population coverage (outdoor 1Mbps) – Europe % 983 984 974 4G population coverage (outdoor 1Mbps) – Africa 5 % 65 62 536 Estimated number of additional female customers in Africa 7 & Turkey since 2016 million 21.6 15.9 9.6 Planet8 2022 2021 2020 Energy use Total electricity cost €m 846 760 – Total energy use GWh 5,926 5,997 5,897 Energy use on base stations & technology centres % 96 96 95 Purchased electricity from renewable sources (Group) % 77 55 23 Purchased electricity from renewable sources (Europe) % 96 79 33 Greenhouse gas emissions (‘GHGs’) Total Scope 1 and Scope 2 GHG emissions (market-based method) m tonnes CO2e 1.09 1.42 2.01 Total Scope 3 GHG emissions m tonnes CO2e 9.2 9.4 9.5 Total customer emissions avoided due to our IoT platform m tonnes CO2e 15.6 7.1 6.9 Waste Total waste (including hazardous waste) metric tonnes 8,800 7,900 9,500 Network waste recovered and recycled % 99 99 99 Digital Society 2022 2021 2020 Cumulative V-Hub unique users million 3.6 1.1 – Connected Farmer users million 2.9 2.1 – Responsible business 2022 2021 2020 Code of Conduct Completed ‘Doing What’s Right’ employee training % 89 84 92 Number of ‘Speak Up’ reports # 642 623 602 Health & safety Number of lost-time employee incidents # 12 7 33 Lost time incident rate per 1,000 employees # 0.11 0.06 0.35 Responsible supply chain Total spend €bn 24 24 24 Direct suppliers thousand 9 11 11 Number of site assessments (conducted by Vodafone or Joint Audit Cooperation) # 71 76 74 Tax and economic contribution Total tax and economic contribution 9 €bn – 9.6 9.4 Notes: 1. Calculation considers employee pro-rated headcount. 2. Our employee engagement index is based on a weighted average index of responses to three questions: satisfaction working at Vodafone, experiencing positive emotions at work, and recommending us as an employer. 3. Excluding Vodafone Ziggo and including Turkey. 4. Includes Vodafone Ziggo. 5. Based on coverage in Africa, including Egypt and Ghana. Excludes Safaricom. 6. Excludes Ghana. 7. Africa including Egypt, Ghana and Safaricom. 8. Data calculated using local market actual or estimated data sources from invoices, purchasing requisitions, direct data measurement and estimations. Carbon emissions calculated in line with GHG Protocol standards. Scope 2 emissions are reported using the market-based methodology. For full methodology see our ESG Addendum 2022. 9. Includes direct taxes, non-taxation based revenue mechanisms, such as payments for the right to use spectrum, and indirect taxes collected on behalf of governments around the world, excludes joint ventures and associates. Our tax report for 2022 will be published in the next year following the submission of our tax returns and payment of all applicable taxes. For more information, refer to our Tax and Economic Contribution reports, available at: vodafone.com/tax. Purpose, sustainability and responsible business We want to enable an inclusive and sustainable digital society. To underpin the delivery of our purpose, we ensure that we operate in a responsible way. Acting lawfully and with integrity is critical to our long-term success.

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Strategic report Governance Financials Other information 6 Vodafone Group Plc  Annual Report on Form 20-F 2022 Enabling a digital society in Europe and Africa As society begins to recover from the COVID-19 pandemic and with the backdrop of the war in Ukraine very much in our minds, it is more important than ever to bring people together, and to work together to advance and improve the world we live in. This is at the heart of our purpose – ‘we connect for a better future’ with our networks, services and platforms increasingly being at the heart of global society. As I reflect back on my first full year as the Chairman of your Vodafone Board, I am proud of how our colleagues have navigated the pandemic and supported the societies in which we operate. It is also clear that our growth strategy is working, notwithstanding the overall economic impacts of COVID-19. I am confident that we are in a strong position to meet the challenges and opportunities ahead. The key is that we continue to execute consistently and improve returns for our shareholders at pace. This is a main area of focus for your Board and I’m pleased with the progress we have made this year. Consistent financial performance Our FY22 financial results demonstrate the sustainable and broad-based growth engine that we are building at Vodafone. We reported growth in revenue, profits, cash flow and return on capital this year – therefore already delivering against our medium-term financial ambitions. Total revenue increased by 4% to €45.6 billion, with Group organic service revenue growing by 2.6% this year.1 This was driven by consistent growth across both Europe and Africa. Combined with our ongoing cost efficiency measures, as we continue to leverage the benefits of our Group scale. Group operating profit increased by 11% to €5.7 billion and basic earnings per share increased to 7.20 eurocents. This financial performance and our robust financial position led us to declare a total dividend per share of 9.0 eurocents for the year, implying a final dividend per share of 4.5 eurocents which will be paid on 5 August 2022 following shareholder approval at our Annual General Meeting (‘AGM’). Board diversity I strongly believe that diversity in all its forms leads to more productive and balanced Board discussions. I am therefore delighted to welcome Deborah Kerr as a Non-Executive Director. A further three Non-Executive Directors, Stephen Carter, Delphine Ernotte Cunci and Simon Segars, will also be appointed to the Board following our AGM, subject to shareholder approval. These appointments further improve the composition of our Board. Deborah has extensive experience of the technology sector and a track record of successfully transforming global enterprise software and service companies across various industries. Stephen has a track record of value creation across a variety of industries and he has extensive commercial and regulatory experience in the telecoms sector. Delphine has considerable experience in the telecommunications sector and, more recently, in media and technology. Simon brings significant experience and insights on technology trends and how these are reshaping industry landscapes. Over the next 18 months there will be a number of scheduled retirements from the Board. As part of this natural refresh, my ambition is to further enhance the Board’s experience within the telecommunications and technology sectors, reflecting the strategic priorities of the Group. I look forward to updating you on our progress over the next year. ESG Committee ESG is at the core of our purpose and is central to everything that we do. Last year, I announced our intention to create a new ESG Committee to oversee our strategy and monitor our progress in this key area. I am delighted to say the Committee has now been established and held its first two meetings during FY22, as well as meeting jointly with the Audit and Risk Committee to review our ESG disclosures in this Annual Report. I believe this enhanced oversight of ESG matters will support the long-term success of Vodafone. Supporting Europe and Africa’s digital ambitions Digital connectivity, services and technologies are transforming the way our economies and societies function. Increasingly, digitalisation does not only determine the competitiveness of companies, but also of nations and continents. Europe is at the cusp of embracing next-generation digital connectivity, such as 5G, to remain globally competitive and maintain its leadership in key industrial sectors. We are ready to play our part. Europe’s success on its digital transition will be our success. We also believe more can and should be done in partnership with governments, in line with our social contract. Such partnerships should build on our collective strengths, but also be honest about our starting point. Despite the ever-growing importance of fast and reliable connectivity, Europe is increasingly lagging behind other regions on 5G, not only pioneering nations like South Korea, Japan and US but also Australia and China. In fact, Europe is at risk of missing its own Digital Decade targets. Vodafone is firmly committed to delivering Europe’s digital ambitions, ensuring it remains truly competitive for the future. However, if Europe is to avoid being left behind, modernising and investing in its critical digital connectivity infrastructure must be a top priority. All policies should now be tuned to serve this overarching objective. We see encouraging signs of improving policy in some of our markets, which is most welcomed. EU Recovery Funding (‘ERF’) is also providing an important stepping-stone to accelerate digital investments in Europe. However, in the absence of a comprehensive policy approach to promote digital connectivity, any such government funding will only partially address the growing investment gaps. Meanwhile, in Africa, smartphone penetration, 4G connectivity and financial inclusion through mobile technology will accelerate its sustainable development and help diversify its economies. However, most African countries have yet to begin the rollout of 5G and fibre broadband. Investment in next-generation connectivity and digital services can act as the springboard for further economic development, to help close the economic divide with Europe, North America and East Asia. As Europe is set to benefit from the ERF, we are exploring partnerships with international financial institutions to identify similar co-funding opportunities in Africa. Our social contract underpins our approach to partner with governments across Europe and Africa to ensure our societies are truly fit for the digital age. This will enable the conditions that support a more sustainable, pro-investment environment, in turn safeguarding our economies’ global competitiveness in an increasingly 5G world. Outlook On behalf of the Board, I would like to thank all of our colleagues who have continued to work tirelessly to support our customers and society – ensuring they remain reliably connected, as well as our shareholders for their continued support. As we enter FY23, we will continue to execute on our strategy at pace, building on the good momentum we achieved this year. While the external environment remains uncertain, we are well equipped to respond to the challenges that may come, and we will continue to play a key role in supporting the development of the societies in which we operate. /s/ Jean-François van Boxmeer Jean-François van Boxmeer Chairman Chairman’s message 1. Organic service revenue growth is a non-GAAP measure. See page 223 for more information.

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Strategic report Governance Financials Other information 7 Vodafone Group Plc  Annual Report on Form 20-F 2022 Chief Executive’s statement Growth in revenue, profit and cash flow We delivered growth in revenues, profits and cash flows, in line with our medium-term financial ambitions. Whilst we are not immune to the macroeconomic challenges in Europe and Africa, we are positioned well to manage them and we expect to deliver a resilient financial performance in the year ahead. Our near-term operational and portfolio priorities remain unchanged from those communicated 6 months ago. We are focused on improving the commercial performance in Germany, actively pursuing opportunities with Vantage Towers and strengthening our market positions in Europe. These actions, together with the simplification of our portfolio and the ongoing delivery of our organic growth strategy, will create further value for our shareholders. /s/ Nick Read Nick Read Chief Executive Clear near-term operational priorities Strengthen commercial momentum in Germany The largest Gigabit footprint in Germany with 23.8m homes reached with 1Gb per second speed fixed line connectivity Compelling convergence opportunity with only 16% of our fixed connectivity customers also taking a mobile product Our 5G network is now available to >45m customers across the country Accelerate operational transformation in Spain Effective second brand Lowi, with 1.5m mobile customers Strong Business position with c.32% mobile customer market share Structural opportunities with €0.2bn reduction in customer costs over three years Position Vodafone Business to maximise EU recovery funding opportunities Market-leading position in  Business connectivity >30% mobile revenue market share across our three largest European markets Strong track record in Business digital services with >15% growth in IoT and cloud & security product revenues Invested in new products and digital services, with €1.5bn capex investment in growth areas in FY22

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Governance Financials Other information 8 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strategic report Operating in a rapidly changing industry Market and strategy The long-term trends that are shaping our industry and driving new growth opportunities. Mega trends The demands of our stakeholders are continuously evolving. Engaging with them regularly is fundamental to how we operate. Our stakeholders Our customers1 We are focused on deepening our engagement with our customers to develop long-term valuable and sustainable relationships. Vodafone is one of the largest mobile and fixed network operators in Europe and a leading global IoT connectivity provider. We have millions of customers across Europe and Africa, ranging from individual consumers to large multinational corporates. 323m mobile customers2 28m broadband customers2 22m TV customers2 Our people Our people are critical to the successful delivery of our strategy. It is essential they are engaged and embrace our purpose and values. 104,000 employees and contractors2 Our suppliers Our suppliers provide us with the products and services we need to deliver our strategy and connect our customers. In total we have around 9,000 suppliers who partner with us, ranging from start-ups and small businesses to large multinational companies. 9,000 suppliers2 Our local communities and non-governmental organisations (‘NGOs’) We believe the long-term success of our business is closely tied to the success of the communities in which we operate. We interact with local communities and NGOs, seeking to be a force for good wherever we operate. €3m donated in contributions and services in-kind in response to the war in Ukraine Government and regulators Our relationship with governments and regulators is important to ensure policies are developed in the interests of our customers and the industry, while also enabling them to better understand the positive impact we can have on the environment and communities we operate in. €9.6bn total tax and economic contribution in 2021 Our investors Our investors include individual and institutional shareholders, as well as debt investors. We maintain an active dialogue with our investors through our extensive investor relations programme. 1,400 interactions with institutional investors in FY22 Digital services and next-generation connectivity are increasingly central to everything we do – and will be the driving forces that redefine relationships between sectors, employers, employees, customers, and friends and family. There are a number of mega trends which we believe will shape our industry in the years ahead. Hybrid working Last year’s trend of remote working has seen a subtle shift and hybrid working is now becoming a permanent feature of the modern working environment. The continued investment in reliable, high-speed connections for both businesses and consumers has proved to be a key factor in this transition. Connected devices The demand for connected devices, beyond smartphones, is growing rapidly. The Internet of Things (‘IoT’) is expected to drive huge operational efficiencies, deliver real-time information, and can be applied to a broad range of use cases. An increasing number of connected devices are also communicating and trading with each other, which presents businesses with exciting opportunities to compete in new online markets (the ‘Economy of Things’). Adoption of cloud technology Businesses and consumers are increasingly moving away from using their own hardware and device-specific software and instead using more efficient, shared capacity and services over the cloud. Digital and green transformation for the private and public sector The European Union has launched a series of funding programmes with €723.8 billion available under the banner ‘NextGenerationEU’. This includes a Recovery and Resilience facility, which combines €385.8 billion of loans and €338 billion of grants available to European Union Member States. Of these grants, approximately 70% are being allocated to European Union Member States in which Vodafone has an operating presence. These grants are planned to be 70% committed by the end of 2022. The range of funding presents a direct and indirect opportunity given that at least 20% of the total funding is planned to support the European Commission’s digital transformation agenda. In order to remain competitive and fulfil their social and environmental commitments, companies are also increasingly looking to digitalise their operations to become more efficient and reduce their environmental impact. Digital payments and financial services The trend towards more digital forms of payment is growing, with a broader range of financial services now being delivered through apps and online. In Africa, the growth in smartphone penetration is allowing consumers to access digital financial services for the first time, enabling money transfers, loans, insurance and even merchant payments. Read more on pages 14 to 15 Read more on pages 12 to 13 Note: 1. Includes VodafoneZiggo and Safaricom. 2. As at 31 March 2022. Click or scan to watch our digital services and experiences investor briefing: investors.vodafone.com/digital-services

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9 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strategic report Governance Financials Other information Our strategy focuses on driving shareholder returns through growth. This will be delivered through three customer commitments and three enabling strategies, all of which work together towards realising our vision to become a new generation connectivity and digital services provider for Europe and Africa, enabling an inclusive and sustainable digital society. We have made strong progress and executed at pace during the year. Our progress Our customer commitments Best connectivity products and services Grow revenue through providing the best core connectivity products and services in each of our markets for both consumers and businesses. Flexible contract pricing structures in 3 markets 5G launched and live in >300 cities across 14 markets1 Leading innovation in digital services Leveraging our unique platforms and partnering with leading technology firms to provide customers with a ‘best on Vodafone’ user experience. VodaPay ‘super-app’ now with 1.6m registered users V-Hub supported 2.5m unique visitors with digital tools Outstanding digital experiences Using our leading digital architecture to provide a seamless customer experience across all channels – app, online, retail and physical delivery at home. MyVodafone app used by 52m customers Super-WiFi launched in 4 countries Read more about our people strategy on pages 21 to 23 Our people strategy Our people strategy accelerates our transformation, by seeking to create an inclusive environment for growth, where everyone has the opportunity to thrive. It is based on four pillars: The Spirit of Vodafone Diverse talent and future ready skills Agile and efficient operating model Digital and personalised experience Notes: 1. Group including VodafoneZiggo and Safaricom. 2. Data lead/co-lead mobile network quality. 3. Europe including VodafoneZiggo. Our enabling strategies Simplified and most efficient operator Delivering further efficiencies through digital transformation, standardisation of products and procedures, and automation of processes at scale. Social contract shaping digital society Influencing policy and regulation to shape a more healthy industry structure, and build a resilient, inclusive and sustainable digital society. Rational spectrum auctions in 3 markets during FY22 Encouraging start in accessing EU Recovery Funding Leading gigabit networks Maintaining our leading gigabit networks as we provide our customers with the best connectivity products and ‘best on Vodafone’ user experience. Best/co-best network quality2 in 13 markets Marketable NGN homes of 145m across our footprint3

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Governance Financials Other information 10 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strategic report Structured for value creation Business model Infrastructure assets Retail and customer service Europe Consumer1 We are a leading converged connectivity provider in Europe, with nearly 9 million converged customers, 114 million mobile connections and 145 million marketable NGN broadband homes. Vodafone Business We serve over 6 million private and public sector customers of all sizes. We offer core connectivity services, as well as new technologies such as IoT, cloud & security, and unified communications. African Consumer2 We are a leading provider of mobile data and financial services in Africa. We have 185 million mobile customers and enable access to financial services for 66 million people via our financial services platforms. Shared operations 1. We have consolidated our supplier management functions into a single unit, the Vodafone Procurement Company. 2. Our integrated IT operations, network operating centres and back-office activities provide standardisation across our markets. 3. Vodafone Roaming Services manages our global roaming relationships, Vodafone Carrier Services provides wholesale connectivity services, and our Partner Markets team extends our reach and builds strategic alliances with operators in 48 countries. 2. Network & digital operations 3. Inter- network operations 1. Supplier management Growth platforms Our converged connectivity infrastructure is largely managed through three components: passive mobile, active mobile, and fixed and transport. Passive mobile: We manage over 100,000 towers across markets in Europe and Africa. Our European towers are primarily held and operated through Vantage Towers. Active mobile: We own and operate our own active mobile network, which includes more than 180,000 radios in Europe and Africa. We also have spectrum licences in all of our markets. Fixed and transport: Our infrastructure comprises connectivity networks, mobile backhaul, and international terrestrial and submarine connections. The majority of our fixed connectivity networks are based on fibre infrastructure, particularly high-demand nodes. 2 3 We have evolved our business model and organisational structures to operate in a more streamlined and agile matrix, recognising the importance of local, in-market scale and capabilities, as well as driving further value from the scale and breadth of our footprint. We manage our Group through four Group-wide operational layers. 2 2 3 1 150 million IoT SIM connections (FY21: 123 million) 52.4 million M-Pesa customers1 (FY21: 48.3 million) Digital services We deepen our customer relationships through our growth platforms which include Vodafone TV, home services, device lifecycle services and loyalty applications. Internet of Things Our IoT service was established in 2008 and has grown to be the largest IoT connectivity provider globally. Financial services Together with Vodacom’s own platform and our African payment platform M-Pesa, we provide a range of financial services, as well as business and merchant payment services. >50 million Customers subscribing to a digital service 1 Notes: 1. Including VodafoneZiggo. 2. Africa including 100% Safaricom.

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11 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strategic report Governance Financials Other information In-market autonomy and agility Our local in-country teams are best placed to understand the needs of their local market and make appropriate decisions. Full P&L accountability – In-country finance, HR and legal teams – Local capital allocation and people decisions Commercial and marketing – In-country control of pricing, product and marketing – Each country operation remains agile in competitive markets – Local markets share best practices around the Group, for example: – Investment-linked pricing structures in five markets – Localised second-brands in six markets Customer operations – Local control of channel and customer journeys – Respond to local market characteristics and customer preferences – Local markets share best practices around the Group, for example: – Optimising local digital/traditional channel mix – Localisation of MyVodafone App in 12 markets Corporate oversight In-market operations and regionally-scaled standardisation overseen by lean and efficient corporate team. Regional standardisation delivering scale benefits We are structured to deliver efficient operational support through regionally-scaled services as the connectivity value chain has a high degree of replicable and repeatable services across our markets. Networks – Integrated European network and IT/digital teams drive efficiency, increase speed of execution, standardise key processes, and codify the best solutions for implementation across our markets – Improvement in network test results – 42% reduction in network incidents Procurement – Combined €24 billion purchasing power of our operations in Europe and Africa – Independent operators paying to access our pooled procurement through our Partner Markets business – Double-digit savings on Liberty procurement post-acquisition Shared services – Four shared service centres in Egypt, India and Central and Eastern Europe – Approximately 32% of our people work in shared operations – Automating processes through digitalisation – 8,200 role efficiencies over the last four years Note 1. See page 253 for the definition of capital additions. The figure of €8 billion excludes Vantage Towers’ growth capital expenditure. 1 €8 billion cash capital additions1 in FY22 2 9.0 eurocents dividends per share in FY22 Capital allocation Our capital allocation framework enables us to balance our three capital allocation priorities. Shareholder distribution We are organised to ensure the optimal balance between local agility and regional scale, which delivers significant benefits through standardisation. Our disciplined approach to capital allocation and portfolio optimisation supports our mid-term ambitions. Balancing regional scale and local agility Our approach Portfolio optimisation We continue to follow our three principles when managing our portfolio: 1 We focus on the converged connectivity markets in Europe, and mobile data and payments in Africa; 2 We aim to achieve returns above the local cost of capital in all of our markets; and 3 We consider whether we are the best owner and whether there are any pragmatic and value-creating alternatives. Invest in critical infrastructure

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Strategic report Governance Financials Other information 12 Vodafone Group Plc  Annual Report on Form 20-F 2022 Note: 1. GSMA Mobile Economy Report 2022. Digital services and next-generation connectivity are increasingly central to everything we do – and will be the driving forces that redefine relationships between sectors, employers, employees, customers, and friends and family. There are five ‘mega trends’ that we believe will shape our industry in the years ahead: hybrid working, connected devices, adoption of cloud technology, the digital and green transformation of public and private sectors, and digital payments. Hybrid working Over the last couple of years we have seen a dramatic shift in working patterns. Post the pandemic companies are now moving from largely office based environments to more ‘hybrid’ working models, thereby providing their employees with much greater flexibility as to how and where they work, whilst still ensuring high or even increased levels of productivity. This change in working patterns is driving increased demand for fast and reliable fixed and mobile networks, as well as a range of supporting services such as cloud-based productivity and communication platforms. The majority of large multinationals already have remote working capabilities, however they are now moving to more efficient technologies. Smaller companies, ranging from corporates to small and medium-sized offices, rely on network operators such as Vodafone to provide secure remote working solutions. These solutions include virtual private networks, unified communication services and the migration of enterprise applications to the cloud. This is vital for business continuity, and it provides network operators with an opportunity to further deepen their customer relationships by offering a broad range of services. Connected devices The world is becoming ever more connected, and it is not just driven by smartphones. A wide range of new devices, across all sectors and applications, are increasingly being connected to the internet. These connected devices, known as the Internet of Things (‘IoT’) are expected to increase by around 55% to over 23 billion devices by 20251. This is driven by continued reductions in the cost of computing components, advances in cross-device operability and software, and the near-ubiquity of networks. For consumers, there is a growing range of applications such as smartwatches, tracking devices for pets, bags and bicycles, and connected vehicles – which can lower insurance premiums and enable a range of advanced in-vehicle solutions. For businesses, the demand for IoT and potential use cases is even more evident. These include solutions such as automated monitoring of energy usage across national grids, tracking consumption in smart buildings and detecting traffic and congestion in cities. Mega trends Long-term trends shaping our industry In environments that are more localised, such as factories and ports, network operators are building and running Mobile Private Networks (‘MPNs’). MPNs offer corporate customers unparalleled security and bespoke network control. As an example, MPNs enable autonomous factories to connect to thousands of robots, enabling them to work in a synchronised way. Once a product leaves the factory it can also be tracked seamlessly through global supply chain management applications, whether it is delivered through the post, a vehicle or even via drones. In areas where the same solution can be deployed across multiple sectors, network operators are moving beyond connectivity to provide complex end-to-end hardware and software solutions such as surveillance, smart metering and remote monitoring; and it is often more efficient for these solutions to be created in-house. Scaled operators can leverage their unique position to co-create or partner with nimble start-ups at attractive economics. As the number of IoT devices increases, physical assets are also communicating with each other in real-time and new digital markets are being established. This is leading to the Economy of Things, where connected devices securely trade with each other on a user’s behalf, without human intervention. This presents businesses across multiple industries with exciting opportunities to transform goods into tradeable digital assets which can compete in new disruptive online markets. Adoption of cloud technology Over the last decade, large technology companies have invested heavily in advanced centralised data storage and processing capabilities that organisations and consumers can access remotely through connectivity services (commonly termed ‘cloud’ technology). As a result, organisations and consumers are increasingly moving away from using their own expensive hardware and device-specific software to using more efficient shared hardware capacity or services over the cloud. This is popular as it allows upfront capital investment savings, the ability to efficiently scale resources to meet demand, systems that can be easily updated and increased resiliency. This is driving demand for fast, reliable and secure connectivity with lower latency. Many small businesses increasingly understand the benefits of cloud technology, however, they lack the technical expertise or direct relationships with large enterprise and cloud specialists. This presents an opportunity for network operators, particularly those with strong existing relationships, as they can effectively help customers navigate their move to the cloud at scale. Click or scan to watch our digital services and experiences investor briefing: investors.vodafone.com/digital-services

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Strategic report Governance Financials Other information 13 Vodafone Group Plc  Annual Report on Form 20-F 2022 Note: 1. GSMA State of the Industry Report on Mobile Money 2022. Click or scan to watch our digital services and experiences investor briefing: investors.vodafone.com/digital-services Digital and green transformation of the public and private sectors As part of the fiscal response to the COVID-19 pandemic, the European Union has launched a series of funding programmes with €723.8 billion available under the banner ‘NextGenerationEU’. This includes the Recovery and Resilience facility, which combines €385.5 billion of loans and €338 billion of grants available to European Union Member States. Of these grants, approximately 70% are being allocated to European Union Member States in which Vodafone has an operating presence. These grants are planned to be 70% committed by the end of 2022. The range of funding presents a direct and indirect opportunity given that at least 20% of the total funding is planned to support the European Commission’s digital transformation agenda. The UK and many of our African markets have similar stimulus measures in place. These support measures will help connect schools, hospitals and businesses to gigabit networks and provide hardware, such as tablets, to millions of school children. Similarly, the European Union has committed to be carbon-neutral by 2050. Mobile network operators across Europe will be able to benefit from these funds as they seek to limit their impact on the climate, and help their customers from across the private and public sectors reduce their own energy use and carbon emissions. Small and medium-sized enterprises (‘SMEs’) in Europe can often lag behind in terms of digital adoption. However, under various government- led support mechanisms, SMEs will be eligible for vouchers, grants and loans to transition to eCommerce, upskill employees, and move to cloud-based solutions whilst ensuring they are secure as they do so. SMEs will look to trusted and experienced network operators which can offer a full suite of solutions, whilst also help them navigate technical and regulatory processes. Finally, to ensure the benefits of these projects are spread equitably, funding is also being allocated towards rural inclusion to subsidise the building of network infrastructure where it is currently uneconomical for operators to do so. Read more about our purpose to enable an inclusive and sustainable digital society on pages 41 to 45 Digital payments Businesses in Europe continue to expand and migrate sales channels from physical premises to online channels such as websites and mobile applications. As a result, businesses increasingly transact through mobile-enabled payment services which remove the need for legacy fixed sales terminals. Consequently, businesses demand reliable and secure mobile connectivity. Consumers are also increasingly transitioning away from using cash, to digital payment methods conducted directly via mobile phones or smartwatches, further increasing the importance of mobile networks. In Africa, digital payments are primarily conducted via mobile phones through payment networks owned and operated by network operators, and the annual value of mobile money transactions has reached a key milestone in 2021 with one trillion transactions globally1. Consumers are also moving beyond peer-to-peer transactions as rising smartphone penetration drives the adoption of mobile payment applications. Network operators and a range of FinTech startups are using these applications to sell additional financial services focused products, ranging from advances on mobile airtime and device insurance to more complex offerings such as life insurance, loans and e-commerce marketplaces. This plays a critical role in improving financial inclusion for millions of people across Africa where the traditional banking sector has not been able to reach. Businesses are also increasingly reliant on operator-owned payment infrastructure for consumer-to-business payments, but also for large business-to-business transfers. These payment networks drive scale benefits for the largest operators by allowing customers to save on transaction fees whilst also driving both business and consumer customers to seek reliable and secure networks. Click or scan to learn more about our IoT leadership and evolution in our Vodafone Business investor briefing: investors.vodafone.com/vbbriefing Larger corporates, which may already use the cloud today, are progressively moving away from complex systems based on their own servers or single cloud solutions, to multi-cloud offers, sold by network operators and their partners. This approach reduces supplier risk and increases corporate agility and resilience. Large corporates continue to drive higher demand for robust, secure and efficient connectivity services as they transition from their own legacy hardware and services. Cloud providers also recognise the criticality of telecommunications networks. Many cloud providers are partnering with the largest network operators, sometimes through revenue sharing agreements, to develop edge computing solutions which integrate data centres at the edge of telecommunication networks to deliver customers reduced latency. Consumers use cloud solutions for a variety of reasons, including digital storage, online media consumption or interacting through the metaverse. Consumer hardware is also now being replaced by cloud-first solutions. For example, new cloud-based gaming services allow consumers to stream complex, bandwidth-heavy computer games directly to their phones or tablets, without the need for expensive dedicated hardware. Fast and reliable connectivity will act as a catalyst for further innovation and consumer applications, many of which do not currently exist today. Read more about how Vodafone’s leading gigabit connectivity infrastructure supports to the digital society on pages 44 to 45

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Strategic report Governance Financials Other information 14 Vodafone Group Plc  Annual Report on Form 20-F 2022 Regular engagement ensures we operate in a balanced and responsible way, both in the short and longer term. We are committed to maintaining good communications and building positive relationships with all of our stakeholders, as we see this as essential to strengthening our sustainable business. We have summarised our interactions with key stakeholders during the year below. Vodafone is required to provide information on how the Directors have performed their duty under section 172 of the Companies Act 2006 to promote the success of Vodafone, including how those matters and the interests of Vodafone’s key stakeholders have been taken into account by the Directors. The engagement mechanisms directly involving the Directors are indicated below with a B symbol. Our customers We are focused on deepening our engagement with our customers to develop long-term valuable and sustainable relationships. We have hundreds of millions of customers across Europe and Africa, ranging from individual consumers to large multinational corporates. How did we engage with them? – Digital channels (MyVodafone app, TOBi chatbots, social media interaction and the Vodafone website) – Call centres – Branded retail stores What were the key topics raised? – Better value offerings – Faster data networks and wider coverage – Making it simple and quick to deal with us – Managing the challenge of data-usage transparency – Converged solutions for consumer and business customers – Prompt feedback/resolution on service-related issues B How did the Board engage? – The Board participated in a dedicated review of the Group’s Net Promoter Scores, facilitated by Executive Committee members How did we respond? – Launched 5G in 14 markets and expanded our 4G coverage – Leveraged our digital channels to support easy access for all of our customers during the COVID-19 crisis – Improved efficiency and functionality on MyVodafone app – Moved TOBi to a scaleable platform to improve speed to market – Continued to apply the highest safety standards possible in our stores in order to keep our customers and colleagues safe during the COVID-19 crisis – Added content deals to integrated internet, TV and mobile packages – Launched initiatives to tackle social issues such as digital poverty, domestic violence, and loneliness – Established Europe’s largest network powered by renewable energy and launched initiatives to help customers go green, including introducing SIMs made out of recycled plastic – Donated SIMs and handsets, provided free connectivity, charging and WiFi in response to the war in Ukraine Our people Our people are critical to the successful delivery of our strategy. It is essential that they are engaged and embrace our purpose and values. Throughout the year we focused on a number of areas to ensure that everyone is highly motivated and we remained focused on wellbeing. Stakeholder engagement Engaging regularly with our stakeholders is fundamental to the way we do business How did we engage with them? – Regular meetings with managers – B European Employee Consultative Committee – B National Consultative Committee (South Africa) – B Internal website and live webinars – B Executive Committee discussions – B Newsletters and electronic communication – B Employee Speak Up channel – B Global Pulse and Spirit Beat surveys What were the key topics raised? – Opportunities for personal and career development – Communication and knowledge sharing across the Group – Enhancing leadership coaching capacity – Deepening digital skills – Impacts of COVID-19 – Hybrid ways of working and return to office – Progress on Vodafone’s Fair Pay agenda – Global Pulse and Spirit Beat survey actions B How did the Board engage? – Valerie Gooding, in her capacity as Workforce Engagement Lead, updated the Board on employee voice engagements, and the Chief Human Resources Officer provided updates on culture and the Vodafone Spirit and the delivery against people strategy (including operating model transformation, inclusion, and hybrid ways of working) How did we respond? – Provided training courses to develop new skills such as software engineering, cyber security, data science and customer experience – Internal communication to staff on the impacts of COVID-19 – Provided a range of physical and mental wellbeing services – Introduced hybrid ways of working and created a global office design – Implemented survey actions and monitored progress at Executive Committee and Board level – Introduced quarterly ‘Spirit of Vodafone’ days to support personal growth, wellbeing and connection – Launched a global senior leadership programme and leadership standards for all managers – Raised standards for learning, talent, leadership and skills – Launched an integrated skills and learning platform – Set ethnic diversity targets, and a related action plan, including a range of training for diversity and inclusion topics Our suppliers Our business is helped by around 9,000 suppliers who partner with us. These range from start-ups and small businesses to large multinational companies. Our suppliers provide us with the products and services we need to deliver our strategy and connect our customers. How did we engage with them? – Safety forums, events, conferences and site visits – Purpose criteria in tenders – Supplier audits and assessments What were the key topics raised? – Improving health and safety standards – Promoting diversity and inclusion – Driving towards net zero emissions in supply chains – Supplier/product innovation B How did the Board engage? – The Board, through the Audit and Risk Committee, received updates on the risk and resilience of our global supply chains

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Strategic report Governance Financials Other information 15 Vodafone Group Plc  Annual Report on Form 20-F 2022 How did we respond? – Held safety forums every quarter – Recognised our suppliers with awards for health and safety, diversity and inclusion and planet efforts – Collaborated with industry peers and suppliers through the Joint Alliance for CSR (‘JAC’), formerly known as the Joint Audit Cooperation Our local communities and non-governmental organisations (‘NGOs’) We believe that the long-term success of our business is closely tied to the success of the communities in which we operate. We interact with local communities and NGOs, seeking to be a force for good wherever we operate. How did we engage with them? – Through our products and services – Community and NGO interaction on education, health, agriculture and inclusive finance projects, and on our humanitarian response to global issues including the COVID-19 pandemic and war in Ukraine – Participation in multi-stakeholder working groups on policy issues at the national and international level What were the key topics raised? – Increasing access to connectivity and digital services, by closing the digital divide, closing the rural gap and connecting SMEs – Human rights topics including child rights – Environmental topics including net zero and the circular economy – Delivery of global and national development goals including UN Sustainable Development Goals B How did the Board engage? – A comprehensive update on Vodafone’s purpose and social contract, and presentation of Vodafone Foundation activities and progress – The new ESG Committee provides the Board with enhanced oversight of ESG topics, including engagement with communities and NGOs How did we respond? – Launched, and our Chief Executive chaired, a UN Broadband Commission working group on increasing smartphone access and co-chaired a pillar of the International Telecommunication Union’s Partner2Connect initiative – Participated in partnerships and working groups on human rights – Participated and engaged with key environmental initiatives, including the Science Based Targets initiative and CDP – Launched a response to the war in Ukraine with NGOs and charities Governments and regulators Our relationship with governments and regulators is important and we hope to work together on policies impacting our industry and customers, while also enabling them to better understand the positive impact we can have on the environment and communities we operate in. How did we engage with them? – B Participation and attendance at company and industry meetings with government and regulators, EU institutions, public forums and parliamentary processes – B Meetings with commissioners, ministers, elected representatives, policy officials and regulators – Hosting and participating in workshops and events to improve sector understanding on connectivity and digitalisation – B Our Chairman is a member of the European Round Table for Industry, which promotes competitiveness and prosperity and engages with European and global institutions, and governments What were the key topics raised? – Regulatory and policy environment and compliance – Responses to COVID-19 and the war in Ukraine – Security and supply chain resilience – The digital economy and society – Digital society and the European Green Deal – Data protection and privacy B How did the Board engage? – Management updated the Board on how Vodafone worked with governments and regulators during the COVID-19 pandemic – Management provided regular updates on legal and regulatory matters How did we respond? – Engaged on the digital and green transformation of the EU – Engaged on the Digital Decade targets including the digitalisation of industries and SMEs – Communications on the impact of electromagnetic fields (‘EMF’) – Engaged on network investments, design and deployment (e.g. Open RAN, 5G) – Engaged on issues such as the allocation of spectrum and the protection of consumers – Discussed policy and regulatory environment that facilitates investment in technology – Engaged with the EU with respect to the data economy, including data protection, digital principles, and data sharing Our investors Our investors include individual and institutional shareholders as well as debt investors. We maintain an active dialogue with our investors through our extensive investor relations programme. How did we engage with them? – B Personal meetings, virtual roadshows, conferences – B Annual & interim reports and presentations – B Investor relations website used as primary digital communications tool and is available to all shareholders (institutional and retail) – Four virtual investor briefings arranged since November 2020 and a number of video interviews with Directors, with 11 hours of on-demand video content available on our website – Stock Exchange News Service (‘SENS’) announcements – B Annual General Meeting (‘AGM’) – B Three investor perception studies and regular feedback survey – Our Registrar, Equiniti, operates a portfolio service which provides shareholders with the ability to manage their holdings What were the key topics raised? – Strategy to deliver sustained financial growth – Operational priorities – Allocation of capital – Portfolio optimisation – Corporate governance practices – ESG strategy, targets and reporting – Dividend policy – Deleveraging strategy B How did the Board engage? – AGM with a live webcast available to all shareholders, including the ability to submit questions to the Board – The Chairman and a number of Non-Executive Directors participated in video interviews, where they explained their roles – Investor roadshows are attended by the Chairman and Executive Directors for direct Q&A sessions How did we respond? – We conducted almost 1,400 investor interactions through meetings with major institutional shareholders, debt investors, individual shareholder groups and financial analysts, and attended conferences – Meetings were attended by Directors and senior management, including our Chairman, Senior Independent Director, Chief Executive, Chief Financial Officer, and Executive Committee members – Virtual investor briefings covering technology and digital services presented by Executive Committee members and senior management

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Strategic report Governance Financials Other information 16 Vodafone Group Plc  Annual Report on Form 20-F 2022 A new generation connectivity and digital services provider Strategic review In May 2021, we set our ambition to reshape the Group as a new generation connectivity and digital services provider. Our strategy focuses on driving shareholder returns through growth. This is being delivered through three customer commitments and three enabling strategies, all of which work together towards realising our vision to become a new generation connectivity and digital services provider for Europe and Africa, enabling an inclusive and sustainable digital society. We have made good progress with our strategy during FY22 and the table below includes a selection of KPIs that illustrates progress in our key areas of focus. In this section we outline: 1. We are systematically executing our long-term organic growth strategy, and clear plan to deliver our operational priorities; 2. We have actions underway to balance challenging macroeconomic conditions; and 3. We are committed to improving shareholder returns. Notes: 1. Including VodafoneZiggo. 2. Excluding the impact of inactive data only SIM losses in Italy during Q3 and Q4 FY20. 3. Africa including Safaricom. 4. Organic growth. See page 223 for more information. 5. Based on Germany, Italy, UK and Spain only. 6. Group excluding Egypt. 7. Defined as percentage of total customer contacts resolved without human interaction through TOBi. Executing our long-term organic growth strategy During the year, a number of strategic initiatives enabled the progress in our strategic KPIs, including: – We launched flexible contract structures in three markets, which enable customers to select the optimal contract length and monthly payments for their own needs; – We have now launched, and have next generation 5G mobile connectivity services in 294 cities, across 11 markets in Europe, which delivers up to gigabit downloads speeds; – We have launched investment-linked pricing contractual options in five markets, and activated this option in two markets; – We launched the VodaPay financial services ‘super-app’ in South Africa, which has already attracted 2.2 million downloads; – Our IoT and cloud & security digital services within Vodafone Business grew by 15.3% in FY22; – The MyVodafone app, which enables real-time account management is used by 52 million customers, across 12 countries; Strategic progress summary Customer commitments 2022 2021 2020 Best connectivity products and services Europe mobile contract customers1 million 66.4 65.4 64.4 Europe broadband customers1 million 25.6 25.6 25.0 Europe Consumer converged customers1 million 9.0 7.9 7.2 Europe mobile contract customer churn % 13.6 13.7 14.62 Africa mobile customers3 million 184.5 178.0 168.4 Africa data users3 million 89.9 84.9 82.6 Business service revenue growth4 % 0.8 (0.6) 0.8 Leading innovation in digital services Europe TV subscribers1 million 21.9 22.2 22.1 IoT SIM connections million 150.1 123.3 102.9 Africa M-Pesa customers3 million 52.4 48.3 41.5 Africa M-Pesa transaction volume3 billion 19.9 15.2 12.2 Outstanding digital experiences Digital channel sales mix5 % 25 26 21 End-to-end TOBi completion rate6 7 % 42.9 34.6 – Enabling strategies Leading gigabit networks 5G available in European cities1 # 294 240 97 Europe on-net gigabit capable connections1 million 48.5 43.7 31.9 Europe on-net NGN broadband penetration1 % 30 30 30 Simplified and most efficient operator Europe markets where 3G switched off 1 # 4 3 1

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Strategic report Governance Financials Other information 17 Vodafone Group Plc  Annual Report on Form 20-F 2022 – Our artificial intelligence enabled assistant ‘TOBi’ is now having 32 million conversations per month, in 14 languages, across 16 countries; – Our ‘V-Hub’ online portal supported 2.5 million unique visitors with digital tools in 13 countries during FY22; – We have launched ‘Super-WiFi’ in 4 countries, helping deliver superior in-home WiFi performance and the option of built-in back-up 4G connectivity; – We have decommissioned 3G mobile connectivity in four markets, which reduces costs and enables us to reallocate spectrum to 4G and 5G connectivity; and – Our network performance benchmarking demonstrates we have a co-leading data position in 13 out of our 19 markets. Operational priorities In addition to the ongoing, systematic execution of our strategy, we have three operational areas that are currently being prioritised: i. strengthening commercial momentum in Germany; ii. accelerating operational transformation in Spain; and iii. positioning Vodafone Business to maximise EU recovery funding opportunities. Strengthening commercial momentum in Germany Germany is both the largest connectivity market in Europe and Vodafone’s biggest market. Germany has benefited from a more sustainable competitive environment compared to many other markets in Europe and is the only top five European market to have experienced ARPU growth for both mobile and fixed connectivity since 2017. Alongside the scale and sustainable market structure, Germany also presents the most significant converged connectivity opportunity of our larger markets, with only 20.4% of our mobile customers taking a fixed connectivity product, compared with 53.5% in Spain. Similarly, only 16.3% of our fixed connectivity customers in Germany take a mobile connectivity product, compared with 90.7% in Spain. We are focused on taking advantage of this significant opportunity through the structural advantage we have created with our fixed connectivity services. Following the acquisition and commercial integration of the former Unitymedia assets, we can now reach over 23.7 million homes in Germany with 1 gigabit per second fixed line connectivity. Beyond this, we have clear upgrade plans for our hybrid network that include a mix of demand-driven node-splitting – bringing fibre closer to our customers – and options for upgrading the last stretch of cable into customers’ homes. However, our short-term commercial performance in Germany in the second half of FY22 has not been satisfactory. In the fourth quarter of FY22 we lost 105,000 net mobile connectivity contract customers and 125,000 net fixed connectivity customers. There were a number of contributing factors to this performance including the ongoing impact of lower retail footfall and specific short-term operational matters related to new customer journeys that were implemented in December 2021, to ensure compliance with new legislation in Germany. A series of initiatives is already underway to improve our commercial performance including: – We are implementing necessary changes and enhancements to our customer journeys; – We are accelerating the shift from our more traditional retail store model to ‘digital first’ sales and customer care channels; – We are investing in our existing network infrastructure; – We have started discussions with potential joint venture partners to enable further investment in our fixed network infrastructure, including full fibre-to-the-premises where there is demand from our housing association customers, and nearby locations that are not currently covered by our network; and – We have strengthened the Vodafone Germany management team with the addition of a Chief Strategy and Transformation Officer (CSTO) already in place, and a new CEO joining in July 2022. We plan a further update of our progress and plans to be provided by the new Vodafone Germany CEO, Philippe Rogge, in November 2022, alongside our H1 FY23 results. Accelerate operational transformation in Spain Over the last four financial years, the competitive environment in Spain has intensified as the number of customer-facing brands has increased from around 60 in 2017 to almost 80 in 2022. This has resulted in significant price deflation, with mobile contract ARPU across the market declining by 18% since 2017. Given the relatively high operating leverage within the sector, this price deflation has had a significant impact on our financial performance in Spain. Following a series of measures conducted between FY19 and FY22 we have stabilised our financial performance and are working to further improve return on capital employed. We have recently concluded a restructuring plan, mainly affecting owned retail stores as a part of our operational transformation and announced a reorganisation of the local executive committee, with new operational units focused on competitiveness and digitalisation in the consumer segment. Given the market backdrop, we have also conducted extensive interaction with policymakers and regulators at both the national and European level. We are pleased that a series of spectrum and taxation reforms are being pursued, including a well-structured spectrum auction, with an outcome below European benchmark levels and longer duration for new licences with an extension of 20 years after the initial 20-year term. In addition to these improvements, we are also actively pursuing further opportunities, including enhancing strategic network partnerships. We are also working to maximise the opportunities available for Vodafone Business from EU recovery funding programmes, which will be particularly significant in Spain. Position Vodafone Business to maximise EU recovery funding opportunities The European Commission has launched a series of funding programmes with €723.8 billion available under the banner ‘NextGenerationEU’. These include the Recovery and Resilience facility, which combines €385.8 billion of loans and €338 billion of grants available to European Union Member States. Of these grants, approximately 70% are being allocated to European Union Member States in which Vodafone has an operating presence. These grants are planned to be 70% committed by the end of 2022. The range of funding presents a direct and indirect opportunity given that at least 20% of the total funding is planned to support the European Commission’s digital transformation agenda. We are tracking the progress of funding applications and approvals at the project level.

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Strategic report Governance Financials Other information 18 Vodafone Group Plc  Annual Report on Form 20-F 2022 Well placed to manage challenging macroeconomic conditions The macroeconomic climate presents specific challenges for our sector to navigate and we are organised to effectively balance our regional scale and local agility. We are prioritising a series of actions to mitigate the current macroeconomic challenges. Macroeconomic challenges for our sector Whilst Vodafone and the broader telecommunications sector are well positioned to deliver relatively resilient financial performance during periods of macroeconomic uncertainty, there are specific challenges to be managed. Firstly, rising energy costs will have an impact on our financial performance in the year ahead. In FY22, our total electricity usage was 5.9 TWh, with a total cost of €846 million. Energy price increases are feeding through into a broader inflationary environment, with the European Central Bank forecasting the Harmonised Index of Consumer Prices to be in the range of 1.9% to 5.1% during 2022-2024. These inflationary pressures are beginning to impact customer confidence, both consumers and businesses. Our sector and many others have experienced increased volatility in supply chains and an increase in logistics costs. Also, across Europe many organisations have experienced an increase in both the volume and sophistication of cyber-attacks. This is leading to an increase in the expectations of governments to ensure organisations’ cyber defences are secure and resilient. Balancing regional scale and local agility We believe that we are well-positioned within the sector to navigate the current macroeconomic environment. We are organised to ensure the optimal balance between ensuring local agility, whilst delivering significant benefits of scale through standardisation at a regional level. In-market autonomy ensures local agility Our local in-country teams are best placed to understand the needs of their local market and make appropriate decisions, with end-to-end accountability. Our in-country leadership teams have full control over their P&L and capital allocation, as well as ensuring they have the optimal local team structures. This end-to-end accountability is matched by full autonomy over product, pricing and marketing decisions for their market. This ensures each country operation can remain agile in highly dynamic and competitive markets. Our local markets also benefit from sharing best practice and, when decided locally, adopting best practices developed in other markets. For example, Vodafone UK developed investment-linked pricing structures, which have now been implemented in four other European markets. Similarly, Vodafone Spain developed a second brand, ‘Lowi’, to compete more effectively in the value segment. This approach has now been adopted in a localised manner in the majority of our other European markets. Each local country operation also has full control over its channel and customer journeys. Again, each market often chooses to benefit from best practices developed in other markets. For example, the MyVodafone app, which has chosen to be taken and adopted by 12 markets and is enjoyed by 52 million customers. Regional standardisation delivers scale benefits To ensure our country operations receive the full benefits of being part of a larger Group, we are structured to deliver efficient operational support through regionally scaled services. The connectivity value chain has a high degree of replicable and repeatable services across each of our markets. This is essential to compete against the local incumbent operators who benefit from historically derived local scale. We continue to simplify our approach to networks and technology through integrating our European network, IT and digital teams. The aim was to drive efficiency, increase speed of execution, standardise key processes, and codify the best solutions for implementation across all of our markets. Through standardisation of what equipment and software we use, we can then in turn standardise how our networks are constructed and operated. This standardisation delivers both cost and capital efficiencies, together with enhancements in network quality. For example, we reported a 42% year-on-year reduction in incidents across our networks and a significant step-up in network testing results. Secondly, through combining the purchasing power of our business across Europe and Africa we improve both the efficiency and resilience of our supply chains. We have consolidated our supplier management function into a single procurement company. The Vodafone Procurement Company manages global tenders and allows us to generate over €600 million in annual savings compared to standalone operators. For example, following the acquisition of the Liberty assets in Germany and Central and Eastern Europe, we have delivered a double-digit percentage saving. The efficiency of our procurement is further demonstrated by independent operators paying to access our pooled procurement, alongside other services, through our ‘Partner Markets’ business. Thirdly, we manage our IT operations, network operating centres and back-office activities through four Shared Service Centres (‘_VOIS’) in India, Egypt and Eastern Europe. Over a third of the cumulative €1.5 billion net opex savings made between FY19 and FY22 in Europe and Common Functions were generated through integrating activities into _VOIS and driving digitisation at speed. Approximately 30% of the Group’s team members work in _VOIS and other shared operations, and over the last four years, we have delivered 8,200 role efficiencies. Actions underway to mitigate macroeconomic challenges Through further optimisation of the balance between in-market agility and efficient regional standardisation we have a number of initiatives underway to effectively manage the macroeconomic challenges in our sector. Key areas of focus are improving our commercial agility at a local level and further enhancing our operational efficiency at a regional level. Initiatives to improve our commercial agility include expansion of our investment-linked pricing programme and expansion of our flexible contract pricing structures, which enable consumers to ‘flex’ the length of contracts and monthly payments. We are also extending the attractiveness of converged connectivity products, which increase the loyalty rates of our consumer customers. Initiatives underway to further enhance our operational efficiency include expanding the use of power purchase agreements to lock-in electricity supply and pricing over longer periods and remaining agile in the re-deployment of tasks to regional centres of excellence, in lower cost locations. Strategic review (continued)

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Strategic report Governance Financials Other information 19 Vodafone Group Plc  Annual Report on Form 20-F 2022 Committed to improving shareholder returns Following the launch of the second phase of our strategy to be the new generation connectivity and digital services provider for Europe and Africa, we conducted an extensive portfolio review to assess the optimal structure to execute our strategy and create value for our shareholders. Historically, our Group has been managed as a combination of geographically focused operating companies, which draw from a range of shared services. Over the last three years, we have been evolving our business model and organisational structures to operate in a more streamlined and agile matrix, recognising the importance of local, in-market scale and capabilities, as well as generating further value from the scale and breadth of our footprint. We manage our Group through four group-wide operational layers: A. infrastructure assets; B. shared operations; C. growth platforms; and D. retail and customer service. Infrastructure assets Our converged connectivity infrastructure is largely managed through three components: passive mobile, active mobile and fixed. Our passive mobile infrastructure is now primarily held and operated through Vantage Towers’ network of around 83,000 towers across 10 European markets. The Vantage Towers IPO was completed successfully in March 2021 and the company has a current market capitalisation of €16 billion. We continue to own and operate our active mobile infrastructure in Europe directly, which includes 117,000 radios. In addition, our African operations operate a further 42,000 radios and 22,000 towers. We reached network sharing partnerships in 10 markets between FY19 and FY22 and are committed to enhancing asset utilisation through further network sharing. By separating and listing Vantage Towers at pace, it is now well positioned to drive further consolidation within the European sector, which in turn is expected to provide Vantage Towers further strategic flexibility. We are actively pursuing accretive bolt-on transactions and industrial merger opportunities, which could lead to the deconsolidation of Vantage Towers from the Group and monetisation of our holding over time. Our fixed connectivity infrastructure comprises consumer connectivity networks, mobile backhaul, and international terrestrial and submarine connections. Across the Group, our fixed connectivity networks include 1.6 million kilometres of fibre and coaxial cable infrastructure. Our approach to operating our connectivity infrastructure was discussed at a recent investor briefing, in which we outlined our unified pan-European technology organisational structure. We are actively exploring further opportunities for our fixed network assets to improve asset utilisation, including a joint venture in Germany to support investment in full fibre-to-the-premises where there is demand from our housing association customers and expand the reach of our network. The leading FinTech in Africa Since formation in 2007 as a money transfer service, Vodafone’s financial services businesses in Africa – encompassing Vodacom Group, Safaricom and Vodafone Egypt – have collectively grown to be the leading FinTech in Africa. Including Safaricom, the Vodacom Group has 52.4 million customers, transacting €24.8 billion per month. In FY22 we generated €336 million service revenue from M-Pesa and other financial services, excluding Safaricom. Our African FinTech business has significant growth opportunities through penetration growth in existing markets, expanding into new markets and scaling new products, including the recent launch of the VodaPay ‘super-app’ in South Africa. The Vodacom Group has clear financial ambitions to grow its new services, which include financial services, at or above 20% CAGR. We have completed the legal separation of our FinTech business at a local country level, which enables us to accelerate the pace of growth, supporting a pathway of monetisation over time. The global IoT connectivity leader Vodafone’s IoT service was established in 2008 and has grown to be the largest IoT connectivity provider globally, with 150 million devices connected. Vodafone IoT has been recognised as a leader in managed connectivity by Gartner every year since 2014. Vodafone IoT currently generates €0.9 billion annual revenue. We are currently in the process of enabling a separation of Vodafone IoT, as greater independence from Vodafone will help to accelerate the platform’s growth and attractiveness to both new customers and connectivity partners. Shared operations As discussed earlier, the connectivity value chain involves a high degree of repeatable processes across all our markets, such as procurement, network deployment, network operations, sales activities, customer support operations, and billing and transaction processing. As one of the largest global connectivity providers, we have a significant opportunity to standardise processes across markets, relocate operations to lower cost centres of excellence and apply automation at scale, delivering best-in-class efficiency levels. Our shared operations are delivering over €400 million of operating cost savings per annum. Scan or click to watch our case study on leading gigabit networks: investors.vodafone.com/videos Scan or click to watch our case study on FinTech: investors.vodafone.com/videos In addition to the regional standardisation of networks, procurement and shared services, our Vodafone Roaming Services operation manages our global roaming relationships with other operators, our Vodafone Carrier Services business provides wholesale connectivity services, and our Partner Market’s team works with 30 local operators in building strategic alliances and extending our reach into different markets. These functions generate over €250 million revenue and cost savings annually. We have made good progress over the last four years, however there is still scope for further efficiencies, particularly with respect to network operations and digital services platforms. Growth platforms Over the last few years, we have invested in digital capabilities and scalable technology to build three digital growth platforms, which were discussed at a recent investor briefing. Leading digital consumer services Complementary digital services play a crucial role in deepening relationships with consumers, in addition to having attractive economic models. We now have over 50 million customers subscribing to a digital service, which leads to higher ARPU, improved distribution efficiency, higher NPS and lower churn. We are focused on further developing our strong positions in consumer IoT, Vodafone TV, home services, device lifecycle services and loyalty applications. Scan or click to watch our case study on digital consumer services: investors.vodafone.com/videos Scan or click to watch our case study on IoT: investors.vodafone.com/videos

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Strategic report Governance Financials Other information 20 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strategic review (continued) To summarise, we have three priority areas to optimise our business structure during FY23, with a further three value-creating structural enhancements underway. FY23 portfolio priorities: – We are pursuing options for Vantage Towers that will enable it to increase its pan-European industrial scale, whilst also realising value for Vodafone’s shareholders and enabling deconsolidation from Vodafone, to further simplify the Group’s structure; – We are in the final steps of completing the transfer of Vodafone’s holding in Vodafone Egypt to Vodacom, which creates value for Vodafone shareholders, enhances the diversification and growth profile of Vodacom and further simplifies the Group’s structure; and – We continue to pursue pragmatic in-market mobile consolidation opportunities in Europe that will strengthen our market position and create value for our shareholders. Additional value-creating structural enhancements – We have started discussions with potential joint venture partners to enable further investment in our fixed network infrastructure, including full fibre-to-the-premises where there is demand from our housing association customers, and nearby locations that are not currently covered by our network; – We are currently in the process of enabling a separation of Vodafone IoT, which will enable greater independence from Vodafone to accelerate its growth and attractiveness to both new customers and connectivity partners; and – We have completed the legal separation of our FinTech business at a local country level, which enables us to accelerate the pace of growth, supporting a pathway towards monetisation over time. Successful execution of these portfolio actions will further simplify Vodafone’s operations, enhance the visibility of value to equity markets and most importantly, ensure we are organised in the optimal structure to deliver our long-term organic growth strategy as a next-generation connectivity and digital services provider in Europe and Africa. Outlook for FY23 Our performance during FY22 has been in line with our expectations and demonstrates the relative resilience of our operating model. We remain focused on the delivery of the next phase of our strategy. The current macroeconomic climate presents specific challenges, and is likely to have an impact on our financial performance in the year ahead. Whilst our business model is relatively more resilient than many others, there are specific challenges to be managed. The war in Ukraine and energy price increases are contributing to a broader inflationary environment, and these inflationary pressures are beginning to impact customer confidence. Our sector and many others have also experienced increased volatility in supply chains and an increase in logistics costs. We have a number of initiatives underway to mitigate these macroeconomic challenges. Africa Consumer In Africa, we are the leading provider of mobile data and mobile payment services. We have 185 million mobile customers in eight markets and we are the leading mobile connectivity provider by revenue market share in seven markets. On 10 November 2021, we announced that we have agreed to transfer our 55% shareholding in Vodafone Egypt to Vodacom Group, our African subsidiary, for €2,722 million on a debt free, cash free basis. The integration of Vodafone Egypt into Vodacom follows a series of other portfolio simplification transactions which have helped Vodacom become a pan-African connectivity and financial services powerhouse. Including Egypt following the transfer, Vodacom will have number 1 market positions in seven countries with combined populations over more than 500 million people. We will move at pace with the imminent integration of Vodafone Egypt, which will benefit from closer cooperation with Vodacom, enabling it to accelerate growth in financial services and IoT. Click or scan to watch our digital services and experiences investor briefing: investors.vodafone.com/digital-services Click or scan to watch our Vodafone Business investor briefing: investors.vodafone.com/vbbriefing Vodafone Business Vodafone Business is a key growth driver for the Group. We operate in attractive markets with a compelling structural opportunity. Our strategy is grounded in our purpose to connect for a better future and is focused on three core elements. Firstly, to be the trusted partner for small and medium-sized enterprises. Secondly, to be the gigabit connectivity provider of choice to large enterprises. Thirdly, to be the leading end-to-end provider of IoT solutions for every organisation. Click or scan to watch our digital services and experiences investor briefing: investors.vodafone.com/digital-services Retail and customer service Europe Consumer In Europe, we are a leading converged connectivity provider with almost 9 million converged customers, 114 million mobile connections, 145 million marketable NGN broadband homes, and we have launched 5G in 294 cities in 11 markets in Europe. Over the last decade, the performance of the European telecommunications industry has been weaker than other regions, which market commentators largely attribute to its regulatory environment. European regulation has been driving increasingly fragmented market structures, compared with North America or Asia. Sustained price deflation and the inability to derive cost synergies from scale have impacted sector returns, which in turn limits the sustainability of capital investment in critical national infrastructure. As noted above, Germany has benefited from a more sustainable competitive environment compared to many other markets in Europe and those markets would benefit from further in-market consolidation. We are pragmatically pursuing value accretive in-market consolidation to deliver sustainable market structures in our major European markets.

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Strategic report Governance Financials Other information 21 Vodafone Group Plc  Annual Report on Form 20-F 2022 We are transforming to become a new generation connectivity and digital services provider for Europe and Africa. Our people strategy accelerates this transformation, by seeking to create an inclusive environment for growth, where everyone has the opportunity to thrive. The Spirit of Vodafone Our culture – the ‘Spirit of Vodafone’ – outlines the beliefs we stand for and the behaviours that enable our strategy and purpose. This year we have continued embedding Spirit throughout the organisation, focusing on transforming our culture through addressing habits, leadership, systems and processes. In May 2020, we introduced a bi-annual employee survey called ‘Spirit Beat’ to measure culture and its impact. The results demonstrate how Spirit behaviours are being embedded in the employee experience and confirm the positive impact of these behaviours in driving performance. Spirit Beat surveys Behaviour Sept 2021 Jan 2021 Earn customer loyalty 74 72 Experiment, learn fast 78 77 Create the future 75 75 Get it done, together 77 76 Overall Spirit index1 76 75 Response rate 80% 86% Note: 1. The overall Spirit index reflects the average of the four Spirit behaviour scores. Following each survey, employees receive personalised and artificial intelligence-driven ‘nudges’ based on their confidential responses over a 20-week period. These nudges support behaviour change, consolidate new habits, and create a continuous feedback loop, with over two million nudges deployed since May 2020. Based on responses from the latest survey, 68% of colleagues found nudges useful, and analysis has shown that teams with managers who embraced Spirit and took action had a higher Spirit Index (+8) and engagement score (+9) compared to managers who did not. Improvements in team Spirit index results are also associated with better business outcomes in customer operations centres. For example, we have identified a positive relationship with First Call Resolution (‘FCR’) and Transactional Net Promoter Score (‘tNPS’) metrics. Each point increase in the Spirit Index consistently predicts an increase in both FCR and tNPS. In addition to Spirit Beat, we ran three pulse surveys to listen to employee feedback during the pandemic across the year. We continued to observe high scores with employees feeling connected to their team (80 in April 2021, 81 in both July and November 2021) and expressing positivity about the future in how we work at Vodafone (79 in April 2021, July and November 2021). We have also seen an increase in how employees are feeling (72 in April, 75 in both July and November 2021). The results have informed our response to COVID-19 and the formation of new ways of working post-pandemic. They also demonstrated employees’ pride in Vodafone’s response to the pandemic and praise for the hybrid working policy. We will continue to listen to our employees through Spirit Beat and pulse surveys to inform how we design and improve the employee experience. Leadership at Vodafone Senior leadership are accountable for our culture transformation. The Board reviews progress on employee engagement and Spirit on a regular basis, and the Executive Committee monitors key achievements in embedding Spirit and considers further opportunities to drive growth and transformation. Leadership is essential for driving transformation, and we have invested in developing inclusive leaders who drive growth and innovation, act as role models, coach and empower teams, and lead with Spirit. In October 2021, we launched the Vodafone Leadership Standards to create a consistent understanding of what it takes to successfully lead with Spirit. The Vodafone Leadership Standards are being embedded throughout the leadership development journey and the new ‘Spirit Accelerator’ programme. From April 2022, over 300 senior leaders will experience ‘Spirit Accelerator 2.0’, which will focus on enhancing their leadership capability to drive growth and transformation, deliver operational excellence, amplify customer experience and loyalty, and continue to create a culture of inclusion. Our newly introduced 360 feedback tool will further support our leaders’ development. We continue to embed Spirit in Company policies, employee journeys and organisational rituals. We are supporting managers to demonstrate Spirit as they transition with their teams into hybrid working and are using updated leadership assessment methodologies to reflect Spirit behaviours. We introduced quarterly ‘Spirit of Vodafone Days’ to provide dedicated space for personal growth, wellbeing, and connection across all markets and we run a global recognition programme that celebrates those who demonstrate Spirit behaviours. We also continue to develop ‘LaunchPad’, our global employee-led innovation platform which helps ‘Create the Future’. In the two years since it has been operational, our employees have submitted over 2,000 ideas, ranging from e-waste recycling, Internet of Things (‘IoT’) marketplaces to cloud smartphones. We are seeing the value from ideas that have come through the process, for example ‘Scam Signal’ is a Vodafone application that helps businesses combat fraud and cyber crime while improving customer experience by utilising our network to identify bank transfer scams in real time. Agile and efficient operating model Our Group operating model is designed to maximise the effectiveness of the local market operations by enabling them to benefit from the Group’s scale across Europe and Africa, whilst at the same time being able to respond quickly and effectively to market conditions and customer needs. Read more about how we balance regional scale and local agility on pages 11 and 18 Read more about our headcount on page 38 Our people strategy Our people strategy

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Strategic report Governance Financials Other information 22 Vodafone Group Plc  Annual Report on Form 20-F 2022 Our people strategy (continued) Diverse talent and future ready skills As we evolve our operating model and execute our strategy, we are focused on developing diverse talent for the future and building future skills by accelerating reskilling and upskilling at scale. During the year, we reviewed our talent and succession pools across senior roles. These are ultimately discussed and approved at the annual Executive Committee talent review and are also shared with the Board. Gender diversity of the executive succession pools increased to 38% from 31% in the prior year. We have also adopted a consistent set of assessment tools to support the selection and development of senior leaders. Read more about workplace equality on pages 38 to 40 Our transformation into a new generation connectivity and digital services provider requires new skills and capabilities in the organisation, such as software engineering, automation and data analysis. In October 2021, we announced our ambition to hire 7,000 software engineers by 2025, through a combination of recruitment, reskilling and insourcing. In support, we launched a global recruiting playbook, invested in recruitment campaigns across nine markets and redesigned the global careers site. In June 2021, we also introduced a ‘Technical Career Path’ to allow engineering experts to grow and develop their careers by leveraging their deep expertise. Local markets are also focused on developing key strategic skills to execute our strategy. For example, in FY19 the Vodacom Group introduced the ‘#1MoreSkill’ digital development initiative that allows employees to develop new critical skills in agile, software engineering, cyber security and IoT. In FY22, 21% of Vodacom South Africa employees completed training in one of these skills and 55% of employees redeployed to new roles in Vodacom had been reskilled or upskilled through this initiative. In FY21, Italy launched a skills transformation pilot, involving 10 functions and covering more than 4,600 employees. To date 1,350 have been upskilled and 1,329 reskilled. Of those reskilled, 271 have been redeployed to new roles. As a further example, Turkey has launched seven reskilling initiatives whereby employees receive training in emerging skills such as cyber security, DevOps, data science and customer experience. By the end of FY22, 29% of participating employees had been redeployed to new roles. We continue to support the personal and professional growth of people through online learning initiatives. During the year, 85% of employees completed non-mandatory training, with an average of 1.25 hours per month. We invested an average of €542 for both mandatory and non-mandatory training for each employee to build future capabilities and issued 96,550 LinkedIn Learning and 14,000 O’Reilly licences. Spirit of Vodafone Days also had a positive impact with a 287% increase in formal online learning with over 24,000 hours of learning taking place on those two days alone. To execute the strategy and bring purpose to life, we continued to invest in youth hiring (6,430 hires, of which 771 graduates) whilst providing digital learning experiences to 95,664 young people, through local work experience programmes and initiatives. During the year, we also hired 346 apprentices with local programmes that aim to grow future talent and skills in areas such as cyber security, network engineering and software engineering through work-based learning and qualifications. To accelerate skills transformation and create a learning culture, we are introducing a new operating model for learning, talent, leadership, and skills – the global Vodafone Learning Organisation (‘VLO’). The VLO will deliver a higher-quality, consistent and more impactful development experience for all of our employees. It will also help us to be recognised as a workplace where growing never stops and learning is a fundamental part of every individual’s experience at Vodafone. In March 2022, we launched a campaign offering fast-track employment and relocation support for Ukrainians and other nationals seeking work outside of their home country due to the war or other humanitarian crisis. We received over 1,000 applications by the end of April 2022 and hired new employees in Luxembourg, the UK, Romania and Germany at specialist, manager and senior manager levels in areas such as networking engineering, logistics, financial analytics and quality assurance testing. Digital and personalised experience Future ready ways of working Based on knowledge gained through the pandemic and external research, in March 2021 we launched Future Ready Vodafone, a global policy providing flexibility on how and where employees work. The new policy sets global standards for hybrid working including an expected average of two to three days a week working from the office (depending on the role) and the support for home office equipment. In September 2021, the option to work from another country during the year for a maximum of 20 days was added to the same policy. We will continue to keep our flexible working policies under review as we learn from our experience in this area. Hubs for talent and innovation Where appropriate, the remote hiring policy allows teams to source skills across our footprint. This year, a new centralised European Research and Development (‘R&D’) centre opened in Malaga, Spain. A second centre will open in Dresden, Germany, later this year. These hubs specialise in developing new technology solutions and digital services such as unified communications and Internet of Things (‘IoT’) and will create more than 600 highly skilled jobs. Office space The shift to hybrid working has redefined the role of the office and inspired us to create a new global office design primarily for collaboration and connection. We experimented in Spain, South Africa and the UK, and based on pilot feedback, offices in the Czech Republic, Luxembourg and _VOIS Hungary have been redesigned. Last year, a new booking system for desks and collaboration spaces was implemented to help transition to the new ways of working and gather information about employees’ behaviours in the hybrid model. A new initiative called ‘Office in a Box’ was implemented to support employees’ wellbeing while working from home, providing an adequate virtual office setup at home following a self-assessment. Mental health and wellbeing We remain focused on physical and mental wellbeing, with a variety of training and services available in each market. Provision of employee assistance programmes and psychological support services continued to grow. Many markets now have mental health first aiders, wellbeing ambassadors, mental health champions or the local equivalent; in the UK we have around 250, alongside 700 managers who are trained in mental health awareness. We also launched a standardised mental health toolkit across all markets. The toolkit provides a better understanding of mental health and support to anyone going through challenges or those helping a colleague, family member or friend. In June 2021, for Men’s Health Week we ran a dedicated session on Men’s Mental Health. In October, for World Mental Health Day we ran a series of global sessions ranging from dance sessions, leaders’ mental health training and supporting young people through grief and loss. In February 2022, the annual Global Wellbeing Week sessions were attended by over 6,000 employees and our Senior Leadership Team, covering mental health and cancer awareness. Click to read more about mental health and wellbeing: vodafone.com/wellbeing

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Strategic report Governance Financials Other information 23 Vodafone Group Plc  Annual Report on Form 20-F 2022 Employee forums We have a number of employee forums where elected employee representatives represent the views of their colleagues. During the year, the European employee forum met twice, and the South African employee forum met four times. The Board’s Workforce Engagement Lead, Valerie Gooding, attended one of each forum during the year to gather employee views, with the key discussion topics from the meetings including Future Ready ways of working, our response to COVID-19 and progress on our Fair Pay agenda. Read more about the Board’s engagement with the employee voice on page 91 Pay and benefits As part of the people experience, we continue to ensure pay, benefits, and wellbeing propositions are competitive and fair. Pay is typically reviewed on an annual basis, with increases aligned to an individual’s level of skills and experience as well as external factors like market competition and inflation. Our total reward approach also encourages collective performance and ‘in the moment’ recognition. For example 21,117 peer to peer ‘Thank You’s’ and 60,196 cash Star awards were issued through a recognition tool during the year. We continue to apply Fair Pay principles across all markets, working with the Fair Wage Network to ensure a good standard of living in each market. In the UK, our commitment to these principles is reflected in how the Living Wage Foundation has recently certified us as an Accredited Living Wage employer. Read more about our Fair Pay principles on page 106 Click to read more about Fair Pay at Vodafone: vodafone.com/fair-pay Digital experience Our people experience is informed by employee insights and guided by our culture. This year we worked on providing a more digital employee experience by establishing ‘Grow with Vodafone’, an integrated talent acquisition, skills and learning platform. This significantly enhances the recruiting and learning experience, whilst giving employees greater ownership of their individual learning and career development. The platform provides three main features: – Grow your Skills: Enables individuals to build a unique skills profile enabling personalised learning and career recommendations, as well as supporting upskilling opportunities. – Grow your Learning: Smart technology drives personalised learning recommendations to help each employee achieve their career goals whilst also driving a culture where growing never stops. – Grow your Career: Provides role recommendations based on skills and experience to candidates. It also offers optimised recruiter and hiring manager experience by prioritising the most suitable applications. By the end of March 2022, over 13,000 unique users had accessed all features of the platform and approximately 24,000 employees accessed learning content. A new digital onboarding tool was also deployed in a number of our markets and shared service centres and global deployment will be complete by October 2022. So far the tool has received an encouraging Net Promoter Score (‘NPS’) of 85.1 from employees who experienced the new process. Next year a global workforce planning system will be launched, delivering data driven workforce plans and insights. It will allow better identification of future workforce requirements using business drivers and modelling through scenario planning. The system will impact how we approach resourcing, talent management and learning strategies, empowering us to plan effectively. Pilots will launch in early 2022 before being expanded later in the year. In FY23, we will also deploy new people analytics capabilities, supported by Google Cloud platform across some of our markets. Workers’ councils and union engagement The Group has dialogue with recognised labour unions if required. In particular, there are regular meetings with the Vodafone European Employee Consultative Council (the `EECC’). The delegates of this body are locally elected Vodafone employee representatives, most of whom are union and works council members. There were no material disruptions to operations as a result of union activity during the financial year or between the end of the financial year and the date of this Annual Report on Form 20-F. We respect freedom of association and recognise the rights of employees to join trade unions and engage in collective bargaining in accordance with local law. We continue to maintain strong relationships with the workers’ councils and unions and we have approximately 22,250 people covered by collective bargaining agreements across our global footprint. This year, we reached several agreements with the unions as we continued to shape the future of work. In Spain, all employees can work up to 60% remotely. In Italy, 60% to 80% of employees will work remotely post-pandemic (depending on role) and both markets have guaranteed rights to disconnect outside working hours. In June 2021, Italy also committed to reskilling call centre employees, with government support.

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Strategic report Governance Financials Other information 24 Vodafone Group Plc  Annual Report on Form 20-F 2022 – Group revenue increased by 4.0% to €45.6 billion mainly driven by service revenue growth in Europe and Africa. – Ongoing delivery of our efficiency programme leading to a net €1.5 billion of savings during FY19-22 – Operating profit increased by 11.1% to €5.7 billion, reflecting improved performance and lower depreciation and amortisation on owned assets. – Increase in profit for the financial year and basic earnings per share, due to higher operating profit and lower income tax expense. Continued growth in both Europe and Africa Our financial performance Group financial performance FY221 €m FY21 €m Reported change % Revenue 45,580 43,809 4.0 – Service revenue 38,203 37,141 2.9 – Other revenue 7,377 6,668 Operating profit 5,664 5,097 11.1 Investment income 254 330 Financing costs (1,964) (1,027) Profit before taxation 3,954 4,400 Income tax expense (1,330) (3,864) Profit for the financial year 2,624 536 Attributable to: – Owners of the parent 2,088 112 – Non-controlled interests 536 424 Profit for the financial year 2,624 536 Basic earnings per share 7.20c 0.38c Notes: 1. The FY22 results reflect average foreign exchange rates of €1:£0.85, €1:INR 86.59, €1:ZAR 17.25, €1:TRY 12.16 and €1: EGP 18.35. Organic growth All amounts marked with an ‘*’ in the commentary represent organic growth which presents performance on a comparable basis, excluding the impact of foreign exchange rates, mergers and acquisitions and other adjustments to improve the comparability of results between periods. When calculating organic growth, the FY21 results for Vantage Towers and relevant operating entities have been adjusted to reflect a full year of operation on a pro forma basis in order to be comparable to FY22. Organic growth figures are non-GAAP measures. Segmental reporting Following the IPO of Vantage Towers A.G. in March 2021, the business is a new reporting segment for the year ended 31 March 2022 (‘FY22’). Comparative information for the year ended 31 March 2021 has not been re-presented. Total revenue is unaffected because charges from Vantage Towers A.G. to operating companies are eliminated on consolidation. Segmental adjusted EBITDAaL and segmental adjusted EBITDAaL margin are both impacted by this change for certain segments which does affect year-on-year comparisons. The segmental results of Vantage Towers A.G. include the contribution from Cornerstone Technologies Infrastructure Limited as a joint operation with Telefonica in the UK. Adjusted EBITDAaL Adjusted EBITDA is now referred to as Adjusted EBITDAaL for FY22, with no change in the underlying definition. Read more about non-GAAP measures on page 223

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Strategic report Governance Financials Other information 25 Vodafone Group Plc  Annual Report on Form 20-F 2022 Geographic performance summary FY22 Germany €m Italy €m UK €m Spain €m Other Europe €m Vodacom €m Other Markets €m Vantage Towers €m Common Functions1 €m Eliminations €m Group €m Total revenue (€m) 13,128 5,022 6,589 4,180 5,653 5,993 3,830 1,252 1,414 (1,481) 45,580 Service revenue (€m) 11,616 4,379 5,154 3,714 5,001 4,635 3,420 – 522 (238) 38,203 Adjusted EBITDAaL (€m) 5,669 1,699 1,395 957 1,606 2,125 1,335 619 (197) Adjusted EBITDAaL margin (%) 43.2% 33.8% 21.2% 22.9% 28.4% 35.5% 34.9% 49.4% Service revenue growth % Q1 Q2 H1 Q3 Q4 H2 Total Germany 1.1 0.8 0.9 0.8 0.6 0.7 0.8 Italy (3.9) (1.6) (2.8) (1.6) 0.1 (0.8) (1.8) UK 5.3 4.7 5.0 6.3 8.9 7.6 6.3 Spain 0.5 (2.0) (0.7) (1.8) (4.5) (3.1) (2.0) Other Europe 4.9 2.7 3.8 3.5 0.7 2.1 2.9 Vodacom 18.5 14.6 16.5 11.0 10.6 10.8 13.5 Other Markets (1.3) 10.0 4.3 7.6 (3.1) 2.1 3.3 Vantage Towers – – – – – – – Group 3.1 3.4 3.2 3.1 1.9 2.5 2.9 Organic service revenue growth %*2 Q1 Q2 H1 Q3 Q4 H2 Total Germany 1.4 1.0 1.2 1.1 0.8 1.0 1.1 Italy (3.6) (1.4) (2.5) (1.3) (0.8) (1.0) (1.8) UK 2.5 0.6 1.2 0.9 2.0 1.4 1.3 Spain 0.8 (1.9) (0.6) (1.6) (5.1) (3.4) (2.0) Other Europe 4.2 2.4 3.3 2.9 2.7 2.8 3.0 Vodacom 7.9 3.1 5.4 4.4 3.1 3.7 4.6 Other Markets 18.4 19.7 19.1 19.8 19.8 19.8 19.4 Vantage Towers – – – – – – – Group 3.3 2.4 2.8 2.7 2.0 2.3 2.6 Notes: 1. Common Functions Adjusted EBITDAaL includes a charge in relation to the impairment of prior year receivables. 2. Organic service revenue growth is a non-GAAP measure. See page 223 for more information.

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Strategic report Governance Financials Other information 26 Vodafone Group Plc  Annual Report on Form 20-F 2022 Our financial performance (continued) Germany: 30% of Group service revenue FY22 €m FY21 €m Reported change % Organic change* % Total revenue 13,128 12,984 1.1 Service revenue 11,616 11,520 0.8 1.1 Other revenue 1,512 1,464 Adjusted EBITDAaL1 5,669 5,634 0.6 6.5 Adjusted EBITDAaL margin 43.2% 43.4% Note: 1. When calculating organic growth for Adjusted EBITDAaL, the FY21 results are adjusted for Vantage Towers A.G. on a pro forma basis to be comparable to FY22. Total revenue increased by 1.1% to €13.1 billion, driven by service revenue and equipment revenue growth. On an organic basis, service revenue grew by 1.1%* (Q3: 1.1%*, Q4: 0.8%*), driven by broadband ARPU growth, good growth in Business, and higher roaming and visitor revenue. This was partially offset by a reduction in mobile termination rates, and lower variable call usage revenue. Retail service revenue grew by 1.6%* (Q3: 1.7%*, Q4: 1.2%*). Fixed service revenue grew by 0.5%* (Q3: 0.7%*, Q4: -0.4%*), as continued broadband ARPU growth was partially offset by lower variable call usage revenue compared to the prior year, as usage began to normalise post-pandemic, and a lower TV customer base. The decline in fixed service revenue in Q4 FY22 was primarily driven by a lower customer base, partly impacted by specific operational challenges related to the implementation of policies to comply with a new telecommunications law, which came into effect in December 2021. We added 20,000 cable customers during the year, including 66,000 migrations from legacy DSL broadband. Half of our cable broadband customers now subscribe to speeds of at least 250Mbps, and gigabit speeds are available to 23.8 million households across our hybrid fibre cable network. Our TV customer base declined by 309,000, as reduced retail activity during the COVID-19 pandemic led to fewer gross customer additions, and was also impacted by broadband customer losses due to challenges related to compliance with the new telecommunications law. During the year, we accelerated convergence penetration as a result of successful campaigns and our converged customer base increased by 718,000 to 2.4 million Consumer converged accounts. Our converged propositions, led by the ‘GigaKombi’ products, allow customers to combine their mobile, landline, broadband and TV subscriptions for one monthly fee. Mobile service revenue increased by 1.8%* (Q3: 1.7%*, Q4: 2.4%*), reflecting a higher customer base in both the Consumer and Business segments, as well as higher roaming and visitor revenue, which more than offset the impact of a reduction in mobile termination rates. The increased rate of service revenue growth in Q4 FY22 also benefited from certain immaterial year-end adjustments which are not expected to re-occur. We added 19,000 contract customers during the year and contract churn remained broadly stable year-on-year at 12.3%, despite the impact of operational challenges related to compliance with the new telecommunications law. In June, we successfully launched our digital-only second brand, SIMon mobile. We added a further 6.4 million IoT connections during the year, supported by strong demand from the automotive sector. Adjusted EBITDAaL grew by 6.5%*, supported by higher service revenue, cost synergy delivery, and several settlements which are not expected to re-occur. The Adjusted EBITDAaL margin was 2.1* percentage points higher year-on-year at 43.2%. We have now achieved our €425 million cost and capital expenditure synergy target for the integration of the Unitymedia assets acquisition, over two years ahead of plan. We see further opportunities for cost reduction including through the planned termination of our Transitional Service Agreements (TSAs) with Liberty Global. We switched off our 3G network on 1 July 2021, with spectrum re-assigned to increase the capacity, speed and coverage of our 4G networks. Our 5G network is now available to more than 45 million people. We launched Europe’s first 5G standalone network in April 2021. Standalone 5G enables higher speeds, enhanced reliability and ultra-low latency, in addition to using 20% less energy on customers’ devices. Italy: 11 % of Group service revenue FY22 €m FY21 €m Reported change % Organic change* % Total revenue 5,022 5,014 0.2 Service revenue 4,379 4,458 (1.8) (1.8) Other revenue 643 556 Adjusted EBITDAaL 1,699 1,597 6.4 6.4 Adjusted EBITDAaL margin 33.8% 31.9% Total revenue was stable at €5.0 billion as lower service revenue was offset by higher equipment revenue. On an organic basis, service revenue declined by 1.8%* (Q3: -1.3%*, Q4: -0.8%*) as good growth in Business digital services revenue, higher MVNO revenues, and higher roaming and visitor revenue was offset by continued price pressure, and a reduction in mobile termination rates. Mobile service revenue declined by 3.2%* (Q3: -2.9%*, Q4: -3.1%*) reflecting greater competition in the value segment and a lower active prepaid customer base. This was partly offset by targeted pricing actions and the positive contribution from PostePay MVNO customer migrations onto our network, which completed in early August. The decline in mobile service revenue in Q4 FY22 was impacted by a reduction in mobile termination rates. Market mobile number portability volumes continued to improve versus prior year levels. Our second brand ‘ho.’ continued to grow, with 342,000 net additions, supported by our best-in-class net promoter score, and now has 2.8 million customers. Fixed service revenue increased by 2.0%* (Q3: 3.1%*, Q4: 5.3%*) driven by broadband customer base growth in Consumer, as well as good demand for our Business digital services, such as cloud & security. The acceleration in fixed service revenue growth in Q4 FY22 was driven by new Business customer additions, supported by a strong share of EU recovery funding voucher customers, as well as our pricing actions. We added 73,000 fixed-wireless access customers during the period, which are included in our mobile customer base. We now have 3.1 million broadband customers, and 52.6% of our broadband base is converged. Our total Consumer converged customer base is 1.3 million, an increase of 163,000 during the period. Through our own next generation network and partnership with Open Fiber, our broadband services are now available to 9.0 million households. We also cover 3 million households with fixed-wireless access, offering speeds of up to 100Mbps. Adjusted EBITDAaL increased by 6.4%*, reflecting a 6.6 percentage point benefit from a €105 million legal settlement, partially offset by lower service revenue. Excluding the impact of a legal settlement, Adjusted EBITDAaL was stable* year-on-year. The Adjusted EBITDAaL margin was 1.9* percentage points higher year-on-year at 33.8%.

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Strategic report Governance Financials Other information 27 Vodafone Group Plc  Annual Report on Form 20-F 2022 UK: 13% of Group service revenue FY22 €m FY21 €m Reported change % Organic change* % Total revenue 6,589 6,151 7.1 Service revenue 5,154 4,848 6.3 1.3 Other revenue 1,435 1,303 Adjusted EBITDAaL1 1,395 1,367 2.0 3.3 Adjusted EBITDAaL margin 21.2% 22.2% Note: 1. When calculating organic growth for Adjusted EBITDAaL, the FY21 results are adjusted for Vantage Towers A.G. on a pro forma basis to be comparable to FY22. Total revenue increased by 7.1% to €6.6 billion, due to higher service revenue and equipment revenue, and an appreciation of the pound sterling versus the euro. On an organic basis, service revenue grew by 1.3%* (Q3: 0.9%*, Q4: 2.0%*), driven by Consumer segment growth, and supported by higher MVNO, roaming and visitor revenue. This was partially offset by a slowdown in Business, and a reduction in mobile termination rates. Mobile service revenue grew by 2.8%* (Q3: 2.6%*, Q4: 5.9%*) driven by strong commercial momentum in Consumer, partially offset by the post-pandemic normalisation of Business connections. The increase in mobile service revenue growth rate in Q4 FY22 was partially due to higher wholesale MVNO revenue. During the year, we added 338,000 mobile contract customers, supported by our ‘Vodafone EVO’ proposition, which offers customers a combination of flexible contracts, trade-in options, and early upgrades. We also benefited from good iPhone demand and improved customer loyalty. Contract churn improved by 0.5 percentage points year-on-year to 12.5%. Our digital sub-brand ‘VOXI’ also continued to grow, with 104,000 customers added in the year. Our digital sales now account for 33% of total sales. We also announced an exclusive retail partnership with the Dixons Carphone Group, covering 300 stores and digital channels, with improved terms compared to our previous arrangement. Fixed service revenue declined by 2.3%* (Q3: -3.3%*, Q4: -7.0%*), impacted by lower Business revenue, with a further slowdown in the segment in Q4 FY22. Our performance was also driven by the decision to end a large but unprofitable multinational contract, and a reseller entering into administration in the first half of the year. Our commercial momentum in Consumer remained strong, with good demand for our Vodafone ‘Pro Broadband’ product. With 139,000 broadband net additions during the year, we now have over one million customers, of which 527,000 are converged. In November 2021, we announced the expansion of our long-term strategic partnership agreement with CityFibre. In conjunction with our existing partnership with Openreach, our NGN broadband services are now available to 29.3 million households. Adjusted EBITDAaL increased by 3.3%*, driven by growth in service revenue, and continued cost control. Our Adjusted EBITDAaL margin was 0.3* higher year-on-year at 21.2%. Spain: 10% of Group service revenue FY22 €m FY21 €m Reported change % Organic change* % Total revenue 4,180 4,166 0.3 Service revenue 3,714 3,788 (2.0) (2.0) Other revenue 466 378 Adjusted EBITDAaL1 957 1,044 (8.3) (1.1) Adjusted EBITDAaL margin 22.9% 25.1% Note: 1. When calculating organic growth for Adjusted EBITDAaL, the FY21 results are adjusted for Vantage Towers A.G. on a pro forma basis to be comparable to FY22. Total revenue was stable at €4.2 billion, as higher equipment revenue was offset by lower service revenue. On an organic basis, service revenue declined by 2.0%* (Q3: -1.6%*, Q4 -5.1%*) as the impact of continued price competition in the value segment, and a reduction in mobile termination rates, were partially offset by higher roaming and visitor revenue. The quarterly slowdown in service revenue in Q4 was largely driven by a tougher prior year comparative, due to the full quarter impact of our more-for-more pricing actions in the prior year, and a reduction in mobile termination rates in FY22. The market remained highly competitive in the Consumer value segment. In mobile, our contract customer base remained stable in the year, supported by strong public sector demand, and a gradual improvement in our commercial performance towards the end of the year, reflecting our continued focus on improving customer loyalty. Mobile contract churn increased by 0.5 percentage points year-on-year to 20.7% due to an exceptionally low churn in the prior year as a result of portability restrictions. Our second brand ‘Lowi’ added 310,000 customers during the period and now has a total customer base of 1.5 million. Our broadband customer base declined by 164,000 as a result of higher competitive intensity in the Consumer value segment, and the temporary impact of our retail channel optimisation. Our TV customer base decreased by 88,000, impacted by continued competitive intensity. We have renewed our exclusive agreement with HBO Max, and through our partnerships with other content providers such as Disney, we have the most extensive library of movies and TV series in the market. During the year, a digital toolkit platform for small and medium sized enterprises was launched by the Spanish government as part of the EU recovery funding initiatives. This scheme enables businesses to access fully subsidised digital services on a single platform. We have already received a significant number of registration requests from customers and will achieve an attractive Adjusted EBITDAaL margin on this incremental revenue. A second phase of this scheme is expected to launch in June 2022. Adjusted EBITDAaL declined by 1.1%* and the Adjusted EBITDAaL margin was 0.3* percentage points lower year-on-year at 22.9%. The marginal decrease in Adjusted EBITDAaL reflects lower service revenue, largely offset by further efficiency savings. During the year we announced a restructuring plan, mainly affecting owned retail stores, as part of our operational transformation. In November, we completed the optimisation of our retail footprint, with all branded stores now operating under a franchise model.

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Strategic report Governance Financials Other information 28 Vodafone Group Plc  Annual Report on Form 20-F 2022 Our financial performance (continued) On an organic basis, Vodacom’s total service revenue grew by 4.6%* (Q3: 4.4%*, Q4 3.1%*) with growth in both South Africa and Vodacom’s international markets. In South Africa, service revenue grew year-on-year, supported by sustained demand, incremental wholesale services, Business demand and financial services growth. We added 1.8 million mobile prepaid customers and 272,000 mobile contract customers, with the latter supported by our new more-for-more ‘Vodafone Red’ proposition introduced in June. Financial services revenue in South Africa increased by 12.4%* to €155 million, reflecting the expansion of our service offerings, and 69.4% of our mobile customer base now uses data services. In October 2021, we launched our new ‘VodaPay’ super-app in South Africa, bringing consumer and business capabilities under one platform. The application enables customers to access financial, insurance and eCommerce services and supports businesses with additional resource planning and ‘business-to-business’ functionalities. We now have 1.6 million registered users on the platform, and over 2.2 million downloads of the application. In March, we announced that Vodacom South Africa had acquired 2x10MHz of 700MHz, 1x80MHz of 2600MHz and 1x10MHz of 3500MHz spectrum, with a 20-year licence through to 2042. The spectrum will enable us to significantly expand network capacity and coverage, and help accelerate post-pandemic economic recovery and digital inclusion. In Vodacom’s international markets, service revenue increased during the year. Growth was supported by an increase in M-Pesa transaction volumes and data revenue. This benefit was partially offset by the introduction of mobile money levies in Tanzania, and a stronger prior year comparative in Mozambique and the DRC, reflecting the reinstatement of fees on person-to-person M-Pesa transfers in the prior year. M-Pesa transaction value increased by 10.9%, while M-Pesa revenue as a share of total service revenue increased by 2.0 percentage points to 22.7%, and 65.1% of our customer base is now using data services. Vodacom’s Adjusted EBITDAaL increased by 3.4%* supported by revenue growth, and positive operational leverage in Vodacom’s international operations. This was partially offset by an increase in technology operating expenses in South Africa, as we invested in further improving the resilience of our network. The Adjusted EBITDAaL margin decreased by 1.0* percentage point and was 35.5%. On 10 November 2021, Vodacom Group announced it had entered into an agreement to acquire Vodafone Egypt from Vodafone for a total consideration of €2.4 billion. The proposed acquisition presents a unique opportunity to advance Vodacom Group’s strategic connectivity and financial services ambitions in one of Africa’s premier telecom operators. Vodafone Egypt is a clear market leader that will diversify and accelerate Vodacom Group’s growth profile. The transaction is expected to receive Egyptian regulatory approval in the near term. Vodacom also announced that it had agreed to acquire a co-controlling 30% interest in the fibre assets currently owned by Community Investment Ventures Holdings (Pty) Limited (‘CIVH’). CIVH owns Vumatel and Dark Fibre Africa, which are South Africa’s largest open access fibre operators. Vodacom’s investment and strategic support will further accelerate the growth trajectory of fibre roll-out in South Africa helping close the digital divide. The transaction is subject to regulatory approvals in South Africa. Other Europe: 13% of Group service revenue FY22 €m FY21 €m Reported change % Organic change* % Total revenue 5,653 5,549 1.9 Service revenue 5,001 4,859 2.9 3.0 Other revenue 652 690 Adjusted EBITDAaL1 1,606 1,760 (8.8) 1.4 Adjusted EBITDAaL margin 28.4% 31.7% Note: 1. When calculating organic growth for Adjusted EBITDAaL, the FY21 results are adjusted for Vantage Towers A.G. on a pro forma basis to be comparable to FY22. Total revenue increased by 1.9% to €5.7 billion, primarily reflecting service revenue growth, also supported by the appreciation of local currencies versus the euro. On an organic basis, service revenue increased by 3.0%* (Q3: 2.9%*, Q4: 2.7%*), with all markets other than Romania growing during the year. The growth in service revenue was supported by customer base growth, higher roaming and visitor revenue, partially offset by a reduction in mobile termination rates. In Portugal, service revenue grew due to strong fixed line revenue growth, higher mobile ARPU, and roaming and visitor revenue growth. During the period, we added 161,000 mobile contract customers and 64,000 fixed broadband customers. In October, we announced that Vodafone Portugal had acquired 90MHz of 3,600MHz and 2x10MHz of 700MHz spectrum, with a 20-year licence through to 2041. The spectrum will enable us to significantly expand network capacity to meet growing demand for reliable, high-quality voice and data services. In Ireland, service revenue increased, reflecting mobile contract customer growth, and higher roaming and visitor revenue, partially offset by a reduction in mobile termination rates. During the period, our mobile contract customer base increased by 77,000 and mobile contract customer loyalty rates improved, with churn reducing 1.5 percentage points year-on-year to 8.4%. Service revenue in Greece increased, reflecting higher roaming and visitor revenue as international tourism grew year-on-year, partially offset by a reduction in mobile termination rates. During the year, we added 38,000 mobile contract customers and 145,000 prepaid customers. Adjusted EBITDAaL increased by 1.4%*, supported by revenue growth and further efficiency savings, partially offset by the impact of a provision in Greece which is not expected to re-occur, and higher direct cost. The Adjusted EBITDAaL margin decreased by 0.2* percentage points and was 28.4%. We continued to make progress on integrating the assets acquired from Liberty Global in Central and Eastern Europe and we have now delivered 60% of our cost and capital expenditure synergy target. Vodacom: 12% of Group service revenue FY22 €m FY21 €m Reported change % Organic change* % Total revenue 5,993 5,181 15.7 Service revenue 4,635 4,083 13.5 4.6 Other revenue 1,358 1,098 Adjusted EBITDAaL 2,125 1,873 13.5 3.4 Adjusted EBITDAaL margin 35.5% 36.2% Total revenue increased by 15.7% to €6.0 billion and Adjusted EBITDAaL increased by 13.5%, primarily due to the strengthening of the local currencies versus the euro. Click or scan to watch Vodacom presentations: vodacom.com/presentations

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Strategic report Governance Financials Other information 29 Vodafone Group Plc  Annual Report on Form 20-F 2022 Other Markets: 9% of Group service revenue FY22 €m FY21 €m Reported change % Organic change* % Total revenue 3,830 3,765 1.7 Service revenue 3,420 3,312 3.3 19.4 Other revenue 410 453 Adjusted EBITDAaL 1,335 1,228 8.7 23.0 Adjusted EBITDAaL margin 34.9% 32.6% Total revenue increased by 1.7% to €3.8 billion, as higher service revenue was partially offset by the depreciation of local currencies versus the euro. On an organic basis, service revenue increased by 19.4%* (Q3: 19.8%*, Q4: 19.8%*) as a result of higher customer base and ARPU growth across our markets. Service revenue in Turkey accelerated as a result of mobile customer base and ARPU growth, with ongoing repricing actions to reflect increasing inflation in a difficult macroeconomic environment. Mobile contract customer additions were 1.3 million including migrations from prepaid customers. We also added 120,000 broadband customers during the year. Mobile contract churn improved by 3.9 percentage points year-on-year to 15.4%. We expect Turkey to be designated as a hyper-inflationary economy under IFRS during the first quarter of FY23, in which case Vodafone Turkey’s results will be presented on a revised basis. See note 1 of the condensed consolidated financial statements for further information. Service revenue in Egypt grew ahead of inflation, supported by customer base growth and increased data usage. During the year, we added 237,000 mobile contract customers and 877,000 prepaid mobile customers. Adjusted EBITDAaL increased by 23.0%* and the Adjusted EBITDAaL margin increased by 1.1* percentage points, despite the inflationary pressure on our cost base due to worsening macroeconomic conditions. The Adjusted EBITDAaL margin was 34.9%. Vantage Towers: Delivering on our plan FY22 €m FY211 €m Reported change % Organic change* % Total revenue 1,252 – – Service revenue – – – – Other revenue 1,252 – Adjusted EBITDAaL 619 – – – Adjusted EBITDAaL margin 49.4% – Note: 1. Vantage Towers is a new reporting segment for the year ended 31 March 2022 and hence no comparative information is presented. See page 24 for more information. Total revenue increased to €1.3 billion, with 1,700 new tenancies added during the year, bringing the tenancy ratio to 1.44x. Vantage Towers concluded a number of new partnership agreements during the year, including an agreement with 1&1 in December 2021 for the provision of passive tower infrastructure access to at least 3,800 sites throughout Germany by the end of 2025, and potentially up to 5,000 sites, for the next 20 years, with an option to extend until 2060. Vantage Towers reported its results on 16 May 2022. Further information on Vantage Towers can be accessed at: vantagetowers.com Associates and joint ventures FY22 €m FY21 €m VodafoneZiggo Group Holding B.V. (19) (232) Safaricom Limited 217 217 Indus Towers Limited – 274 Other 13 83 Share of results of equity accounted associates and joint ventures 211 342 VodafoneZiggo Joint Venture (Netherlands) The results of VodafoneZiggo, in which Vodafone owns a 50% stake, are reported here under US GAAP, which is broadly consistent with Vodafone’s IFRS basis of reporting. Total revenue grew by 1.4% to €4.1 billion, primarily driven by mobile contract customer base and ARPU growth, supported by higher roaming and visitor revenue. This was partially offset by a slowdown in Consumer fixed revenue growth in the second half of FY22. During the year, VodafoneZiggo added 196,000 mobile contract customers, supported by its best-in-class net promoter score, mainly driven by higher Consumer demand. Strong Business fixed performance was due to an increase in the customer base, as well as higher demand for unified communications. The number of converged households increased by 25,000, with 45% of broadband customers now converged, delivering significant NPS and customer loyalty benefits. VodafoneZiggo now offers 1 gigabit speeds to 5.8 million homes and is on track to provide nationwide coverage in 2022. During the year, Vodafone received €350 million in dividends from the joint venture, as well as €49 million in interest payments. The joint venture also drew down an additional loan from shareholders to fund an instalment arising from spectrum licences acquired in July 2020, with Vodafone’s share being €104 million. Safaricom Associate (Kenya) Safaricom service revenue grew to €2.2 billion due to Business fixed demand, and a recovery in M-Pesa revenue as transaction volumes increased and peer-to-peer transaction fees normalised. Indus Towers Associate (India) The Group’s interest in Indus Towers has been provided as security against certain bank borrowings secured against Indian assets and partly to the pledges provided to the new Indus Towers entity (‘Indus’) under the terms of the merger between erstwhile Indus Towers and Bharti Infratel. Indus has been classified as held for sale in the condensed consolidated statement of financial position since 31 March 2021 and the Group’s share of Indus’ results is not reflected in the Group’s consolidated income statement for the year ended 31 March 2022. Vodafone Idea Limited Joint Venture (India) See note 29 ‘Contingent liabilities and legal proceedings’ in the consolidated financial statements for further information. TPG Telecom Limited Joint Venture (Australia) In July 2020, Vodafone Hutchison Australia Pty Limited (‘VHA’) and TPG Telecom Limited (‘TPG’) completed their merger to establish a fully integrated telecommunications operator in Australia. The merged entity was admitted to the Australian Securities Exchange (‘ASX’) on 30 June 2020 and is known as TPG Telecom Limited. Vodafone and Hutchison Telecommunications (Australia) Limited each own an economic interest of 25.05% in the merged unit.

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Strategic report Governance Financials Other information 30 Vodafone Group Plc  Annual Report on Form 20-F 2022 Our financial performance (continued) Net financing costs FY22 €m  FY21 €m  Reported change % Investment income 254 330 Financing costs (1,964) (1,027) Net financing costs (1,710) (697) (145.3) Adjustments for: Mark-to-market gains (256) (1,091) Foreign exchange losses 284 23 Adjusted net financing costs1 (1,682) (1,765) 4.7 Note: 1. Adjusted net financing costs is a non-GAAP measure. Adjusted net financing costs exclude mark- to-market and foreign exchange gains/losses. Net financing costs increased by €1,013 million, primarily due to lower mark-to-market gains on options held relating to the Group’s mandatory convertible bonds and increased foreign exchange losses on intercompany funding arrangements. Adjusted net financing costs remained broadly stable year-on-year, reflecting consistent average borrowing balances and weighted average borrowing costs for both periods. Taxation FY22 %  FY21 %  Change pps Effective tax rate 33.6% 87.8% (54.2) The Group’s effective tax rate for the year ended 31 March 2022 was 33.6%. The effective tax rate includes a €1,468 million charge (2021: €2,128 million*) for the utilisation of losses in Luxembourg which arises from an increase in the valuation of investments based upon local GAAP financial statements and tax returns. The current year charge was principally driven by increases in the value of our listed investments. The effective tax rate also includes €327 million (2021: €320 million) relating to the use of losses in Luxembourg and a credit of €699 million relating to the recognition of a deferred tax asset in Luxembourg because of higher interest rates increasing our forecasts of future profits. The year ended 31 March 2021 included a charge of €699 million* relating to the de-recognition of a deferred tax asset in Luxembourg. These items change the total losses we have available for future use against our profits in Luxembourg and neither item affects the amount of tax we pay in other countries. The effective tax rate also includes an increase in our deferred tax assets in the UK of €593 million (2021: €nil) following the increase in the corporate tax rate to 25% and €273 million (2021: €nil) following the revaluation of assets for tax purposes in Italy. Earnings per share FY22 eurocents FY21 eurocents Reported change eurocents Basic earnings per share 7.20c 0.38c 6.82c Basic earnings per share was 7.20 eurocents, compared to 0.38 eurocents for the year ended 31 March 2021. Consolidated statement of financial position The consolidated statement of financial position is set out on page 130. Details on the major movements of both our assets and liabilities in the year are set out below. Assets Goodwill and other intangible assets decreased by €0.3 billion between 31 March 2021 and 31 March 2022 to €53.2 billion. This primarily reflects the amortisation of computer software and licence and spectrum fees, partially offset by additions in the year. Property, plant and equipment decreased by €0.4 billion between 31 March 2021 and 31 March 2022 to €40.8 billion. This reflects a net decrease in the carrying value of leased assets by €0.6 billion, partially offset by an increase in the carrying value of owned assets. Other non-current assets decreased by €0.6 billion between 31 March 2021 and 31 March 2022 to €31.4 billion, primarily due to a €2.5 billion decrease in deferred tax assets offset by a €1.6 billion increase in trade and other receivables which is largely due to the movement in the fair value of derivative financial instruments by €1.3 billion. The decrease in deferred tax assets comprises a €1.5 billion decrease stemming from a restructuring in Germany where €1.5 billion is now offset with deferred tax liabilities and a further €1.1 billion decrease relates to the use of deferred tax assets on losses in Luxembourg. Assets held for sale at 31 March 2021 and 31 March 2022 comprise the Group’s interest in Indus Towers Limited. Current assets increased by €0.6 billion between 31 March 2021 and 31 March 2022 to €27.6 billion, primarily due to an increase of €1.7 billion in cash and cash equivalents, a €0.2 billion increase in inventory, offset by a €1.2 billion decrease in other investments. The decrease in other investments primarily reflects a decrease of €2.4 billion in collateral assets, offset by an increase of €0.8 billion in short-term investments and €0.4 billion in other items. Total equity and liabilities Total equity decreased by €0.8 billion between 31 March 2021 and 31 March 2022 to €57.0 billion, due to comprehensive income for the period of €5.0 billion, share-based payments of €0.1 billion, an increase of €0.2 billion arising from transactions with non-controlling interests in subsidiaries, offset by €3.0 billion of dividends paid to the Group’s shareholders and the purchase of treasury shares of €3.1 billion. Non-current liabilities decreased by €5.2 billion between 31 March 2021 and 31 March 2022 to €63.3 billion, primarily due to a €2.4 billion decrease in trade and other payables largely due to the movement in the fair value of derivative financial instruments, a €1.6 billion decrease in deferred tax liabilities primarily relating to the German restructuring where deferred tax liabilities of €1.5 billion can now be offset against deferred tax assets, as set out above, a €1.1 billion decrease in borrowings and a €0.2 billion decrease in post employment benefits. Current liabilities increased by €4.9 billion between 31 March 2021 and 31 March 2022 to €33.6 billion, primarily due to a €3.5 billion increase in borrowings, a €1.6 billion increase in trade and other payables, offset by a €0.2 billion decrease in provisions. The increase in trade and other payables reflects an increase of €1.3 billion in accruals which includes €1.4 billion (FY21: €0.3 billion) payable in relation to the irrevocable and non-discretionary share buyback programme, an increase of €0.6 billion in trade payables and a decrease of €0.3 billion in other payables. Inflation Inflation did not have a significant effect on the Group’s consolidated results of operations and financial condition during the year ended 31 March 2022. Note: * During the year ended 31 March 2022, we revised the calculation of certain impairment reversals recognised by our Luxembourg holding companies for the year ended 31 March 2021; this had no impact on the amount of deferred tax assets recognised at that date but has changed the amount of our unrecognised deferred tax assets by €0.7 billion (unrecognised losses of €2.8 billion).

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Strategic report Governance Financials Other information 31 Vodafone Group Plc  Annual Report on Form 20-F 2022 Cash flow and funding Analysis of cash flow FY22 €m  FY21 €m  Reported change % Inflow from operating activities 18,081 17,215 5.0 Outflow from investing activities (6,868) (9,262) 25.8 Outflow from financing activities (9,706) (15,196) 36.1 Net cash inflow/(outflow) 1,507 (7,243) 120.8 Cash and cash equivalents at beginning of the financial year 5,790 13,288 Exchange gain/(loss) on cash and cash equivalents 74 (255) Cash and cash equivalents at end of the financial year1 7,371 5,790 Note: 1. Net of bank overdrafts of €125 million (FY21: 31 million). Cash inflow from operating activities increased by 5.0% to €18,081 million, primarily due to higher operating profit. Outflow from investing activities decreased by 25.8%, or €2,394 million, to €6,868 million, primarily due to a decrease of €2,409 million (2021: €1,993 million increase) in collateral assets held against derivative liabilities, partially offset by purchases of other short-term investments (being managed funds, bonds and debt securities), and property, plant and equipment. Outflows from financing activities decreased by 36.1%, or €5,490 million, to €9,706 million, driven by an increase of €1,952 million (2021: €4,330 million decrease) in collateral liabilities held against derivative assets and lower borrowing repayments compared to the previous year, partially offset by the purchase of treasury shares of €2,087 million in the current year. In the prior year, inflows from transactions with non-controlling shareholders, mostly from the Vantage Towers public offering, were partially offset by payments to purchase shares from KDG minorities. Borrowings and cash position FY22 €m FY21 €m Reported change % Non-current borrowings (58,131) (59,272) Current borrowings (11,961) (8,488) Borrowings (70,092) (67,760) Cash and cash equivalents 7,496 5,821 Borrowings less cash and cash equivalents (62,596) (61,939) (1.1) Borrowings principally includes bonds of €48,031 million (FY21: €46,885 million) and lease liabilities of €12,539 million (FY21: €13,032 million). The increase in borrowings of €2,332 million is principally driven by an increase of €1,952 million on derivative collateral positions, which impacts both cash and short-term borrowings. The Group prepares liquidity forecasts as part of its activities to ensure that it has access to adequate cash and cash equivalents throughout the forecast periods. Further detail is provided in the Going Concern section of the Directors’ report on page 118.

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Strategic report Governance Financials Other information 32 Vodafone Group Plc  Annual Report on Form 20-F 2022 Prior year operating results Our operating performance for the financial year ended 31 March 2021 compared to the financial year ended 31 March 2020 can be found on pages 23 to 31 of our Annual Report on Form 20-F filed with the United States Securities and Exchange Commission on 23 June 2021. Section 219 SEC filings of interest Vodafone Group Plc (‘Vodafone’) does not have any subsidiaries, other equity investments, assets, facilities or employees located in Iran, and Vodafone has made no capital investment in Iran. To the best of its knowledge, no U.S. persons, including any U.S. affiliates of Vodafone, are involved in the activities described below. Except as specified below, to the best of Vodafone’s knowledge, neither it, its subsidiaries, nor its affiliates have engaged in any conduct needing to be disclosed under Section 13(r) of the Securities Exchange Act of 1934. Vodafone has wholesale roaming and interconnect arrangements (including voice and data) with mobile and fixed line operators in Iran. Vodafone has, or has had, relationships with telecommunications operators in Iran in connection with such roaming and interconnect arrangements, some of which it believes are or may be government- controlled entities. Approximate gross revenue and costs attributable to the roaming and interconnect arrangements were €1,039,000 and €998,000, respectively, for the financial year ended 31 March 2022. During the financial year ended 31 March 2022, Vodafone provided telecommunications services to six Iranian national embassies and two consular officials located globally and three Iranian majority- government-owned or controlled entities in Germany and one in Italy. The approximate gross revenue attributable to these relationships during the financial year was €17,421. In addition, a wholly owned Vodafone subsidiary based in Germany provided basic telecommunications services to Irisl Europe Gmbh (an entity blocked pursuant to Executive Order 13382), generating revenue of approximately €1,127 during the financial year. During the financial year ended 31 March 2022, Vodafone Global Network Limited (‘VGN’) continued to be a member of a consortium made up of the Telecommunication Infrastructure Company of Iran (‘TIC’) (an entity controlled by the government of Iran), Rostelecom and Omantel, that has built a high-speed cable network from a landing point in Oman to Germany. Each member of the consortium is responsible for funding, building and maintaining its section of the cable, with VGN owning and being responsible for the segment from the Ukrainian border with Russia to Frankfurt, Germany. No consortium transactions or purchase of capacity took place during the financial year ended 31 March 2022 for which Vodafone was due any revenues. Netting arrangements are in place for the settlement of any such transactions which arise. Vodafone, through one of its subsidiaries, also makes insignificant payments to Iran in order to register and renew certain domain names and certain trademarks, and to protect its brand globally. Payments are made by the Dr Laghaee Law Firm in Tehran to The Domain Registry at the Institute for Studies in Theoretical Physics Mathematics organisation, which is the domain name registry and therefore the ultimate beneficiary  The costs of registering and renewing domain names for the financial year ended 31 March 2022 were approximately €2,786 paid via the law firm Al Tamimi & Company. Vodafone continues to maintain Iranian trademarks in Iran. Fees of €1,078 were due to the Iranian trademarks office during the financial year ended 31 March 2022. Our financial performance (continued)

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Strategic report Governance Financials Other information 33 Vodafone Group Plc  Annual Report on Form 20-F 2022 Share buybacks In March 2021, Vodafone started a series of irrevocable and non-discretionary share buyback programmes, announced on 19 March 2021, 19 May 2021, 23 July 2021 and 17 November 2021 (the ‘programmes’). The sole purpose of the programmes was to reduce the issued share capital of Vodafone to offset the increase in the issued share capital as a result of the maturing of the first tranche of the mandatory convertible bond (‘MCB’) in March 2021. On 9 March 2022, Vodafone announced the commencement of a new irrevocable and non-discretionary share buyback programme, the sole purpose being to reduce the issued share capital of Vodafone to partially offset the increase in the issued share capital as a result of the maturing of the second tranche of the MCB in March 2022. In order to satisfy the first tranche of the MCB, 1,426.8 million shares were reissued from treasury shares in March 2021 at a conversion price of £1.2055. This reflected the conversion price at issue (£1.3505) adjusted for the pound sterling equivalent of aggregate dividends paid in August 2019, February 2020, August 2020 and February 2021. In order to satisfy the second tranche of the MCB, 1,518.6 million shares were reissued from treasury shares in March 2022 at a conversion price of £1.326. This reflected the conversion price at issue (£1.3505) adjusted for the pound sterling equivalent of aggregate dividends paid in August 2019, February 2020, August 2020, February 2021, August 2021 and February 2022. The current programme started on 17 March 2022 and is due to complete on 15 November 2022. Details of the shares purchased under the programmes, including those purchased under irrevocable instructions, are shown below. Date of share purchase Number of shares purchased1 000s Average price paid for shares inclusive of transaction costs  Pence Total number of shares purchased under publicly announced share buyback programmes2 000s Maximum number of shares that may yet be purchased under the programmes3,4 000s March 2021 52,682 134.60 52,682 204,141 April 2021 131,704 135.34 184,386 72,437 May 2021 118,095 135.71 302,481 222,580 June 2021 125,558 128.59 428,039 97,022 July 2021 125,558 118.35 553,597 439,452 August 2021 119,851 120.78 673,448 319,601 September 2021 125,558 118.04 799,006 194,043 October 2021 119,851 111.94 918,857 74,192 November 2021 125,548 113.18 1,044,405 382,307 December 2021 116,983 112.93 1,161,388 265,324 January 2022 116,966 120.70 1,278,354 148,358 February 2022 114,122 136.33 1,392,476 34,236 March 2022 101,056 126.41 1,493,532 953,699 April 2022 115,416 128.71 1,608,948 838,283 May 2022 127,565 123.84 1,736,513 710,718 June 2022 (to 9 June) 30,373 126.46 1,766,886 680,345 Total5 1,766,886 123.63 1,766,886 680,345 Notes: 1. The nominal value of shares purchased is 2020/21 US cents each. 2. No shares were purchased outside the publicly announced share buyback programmes. 3. In accordance with shareholder authority granted at the 2021 Annual General Meeting. 4. The total shares repurchased under each programme were 256,822,895 shares completed on 18 May 2021, 268,237,246 shares completed on 23 July 2021, 467,988,432 shares completed on 17 November 2021, and 433,662,325 shares completed on 8 March 2022. 5. The total number of shares purchased represented 6.3% of our issued share capital, excluding treasury shares, at 9 June 2022. Dividends The Board is recommending total dividends per share of 9.0 eurocents for the year. This includes a final dividend of 4.5 eurocents which compares to 4.5 eurocents in the prior year. /s/ Nick Read Nick Read Chief Executive 16 June 2022 /s/ Margherita Della Valle Margherita Della Valle Chief Financial Officer 16 June 2022 This year’s report contains the Strategic Report on pages 1 to 67, which includes an analysis of our performance and position, a review of the business during the year, and outlines the principal risks and uncertainties we face. The Strategic Report was approved by the Board and signed on its behalf by the Chief Executive and Chief Financial Officer.

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Governance Financials Other information 34 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strategic report We connect for a better future Purpose, sustainability and responsible business Our approach to ESG (Environmental, Social and Governance topics) is an integral part of our purpose and strategy to be a new generation connectivity and digital services provider for Europe and Africa, enabling an inclusive and sustainable digital society. Our approach to ESG Our purpose pillars Below we have set out the main elements through which our approach to ESG is delivered. Our strategy helps to deliver our targets across three purpose pillars: Inclusion for All, Planet, and Digital Society and ensures Vodafone acts responsibly and ethically, wherever we operate. We are also committed to supporting the delivery of the UN Sustainable Development Goals (‘SDGs’). Essential to our approach is transparency and measurement Social contract: Activation and acceleration of our purpose initiatives Read more on pages 36-40 Read more on pages 47-51 Read more on page 56 Read more on pages 41-44 Inclusion for All Ensuring everyone has access to the benefits of a digital society. Access for all Finding new ways to roll-out our network to rural locations in our markets. Propositions for equality Providing relevant products and services to address societal challenges such as gender equality and financial inclusion. Workplace equality Developing a diverse and inclusive global workforce that reflects the customers and societies we serve. Planet Reducing our environmental impact and helping society decarbonise. Climate change Working to reduce our environmental impact to reach net zero emissions across our full value chain by 2040. Carbon enablement Helping our customers reduce their own carbon emissions by 350 million tonnes by 2030. E-waste Driving action to reduce device waste and progressing against our target to reuse, resell or recycle 100% of our network waste. Digital Society Connecting people and things and digitalising critical sectors. Digitalising business Providing products and services to support business, particularly SMEs. Digitalising agriculture Supporting the digitalisation of agriculture with specific products and services. Revolutionising healthcare Using our products, services and technology to support the digitalisation of healthcare. Read more on pages 44-45 Protecting data Customers trust us with their data and maintaining this trust is critical. Data privacy We want to respect the privacy preferences of our customers and help improve society through the responsible use of data. Cyber security As a provider of critical national infrastructure and connectivity that is relied upon by millions of customers, we prioritise cyber and information security across everything that we do. Protecting people Health and safety Creating a safe working environment for everyone working for and on behalf of Vodafone. Mobiles, masts and health Operating our networks within national regulations. Human rights Contributing to the protection and promotion of human rights and freedoms. Responsible supply chain Managing relationships with our direct suppliers, and evaluating their commitments to diversity, inclusion and the environment. Business integrity We are committed to ensuring that our business operates ethically, lawfully and with integrity wherever we operate. Tax and economic contribution As a major investor, taxpayer and employer, we make a significant contribution to the economies of the countries in which we operate. Anti-bribery and corruption We have a policy of zero tolerance towards bribery or corruption. Our policy provides guidance on what constitutes a bribe and prohibits giving or receiving any excessive or improper gifts and hospitality. Learn more about how we help improve digital inclusion: investors.vodafone.com/videos Learn more about our approach to cyber security: investors.vodafone.com/videos Learn more about our net zero goal: investors.vodafone.com/videos Learn more about our human rights approach: investors.vodafone.com/videos Learn more about our approach to data privacy: investors.vodafone.com/videos Learn more about our approach to tax: investors.vodafone.com/videos Our approach is underpinned by responsible business practices Read more on pages 52-53

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35 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strategic report Governance Financials Other information Over the last year we have made progress against many of our key purpose targets. We also established a new Board Committee to provide oversight of our ESG programme. Our targets and achievements Governance The Executive Committee has overall accountability to the Board for our sustainable business strategy and regularly reviews progress. In addition, each pillar of our purpose has an executive-level sponsor. The ESG Committee held its first two meetings this year and the Board now benefits from dedicated oversight of our ESG programme. We also continue to include ESG measures in the long-term incentive plan for our senior leaders. 100% renewable electricity in European markets üTarget achieved from July 2021, four years ahead of our original 2025 target. 23% reduction in Scope 1 and 2 emissions By 2030 we aim to fully abate all carbon emissions from Scope 1 and 2 activities and halve our Scope 3 emissions. 32% women in management and senior leadership roles We aim to have 40% women in management roles by 2030. 21.6 million additional female customers (Africa and Turkey) since 2016 üTarget achieved, four years ahead of our original target. 52.4 million M-Pesa customers üTarget achieved four years ahead of our original target. This year we set a new target, aiming to connect 75 million customers to financial services by 2026. 3.6m V-Hub users We aim to support seven million users to digitalise using V-Hub by 2025. 2.9m smallholder farmers registered on our Connected Farmer platform, supporting them to digitalise. Materiality We have conducted a materiality assessment to identify the material and emerging ESG issues relevant to our business, our stakeholders and the societies in which we operate. Click to read our materiality matrix – vodafone.com/sustainable-business Reporting frameworks Vodafone reports against a number of voluntary reporting frameworks to help stakeholders understand our sustainable business performance. The Global Reporting Initiative (‘GRI’) is the most widely accepted global standard for sustainability reporting. The GRI Standards allow companies to report their material impacts for a range of economic, environmental and social issues. Our 2022 disclosure is included in our 2022 ESG Addendum. Click to download our ESG Addendum: investors.vodafone.com/esgaddendum Due to increasing demand for sustainability information that is comparable, consistent and financially material, we have published disclosures in accordance with the Sustainability Accounting Standards Board’s (‘SASB’) Standards. Click to read our SASB disclosures: investors.vodafone.com/sasb Vodafone is a participant in the United Nations Global Compact (‘UNGC’). As part of this, Vodafone supports the Ten Principles of the United Nations Global Compact on human rights, labour, environment and anti-corruption. Our 2022 Communication on Progress can be found in our 2022 ESG Addendum. Vodafone participates in the CDP’s annual climate change questionnaire. Click to read our CDP response: vodafone.com/sustainbility-reports GRI SASB UNGC CDP Read more on page 44 Read more on page 45 Read more on pages 42-43 Read more on page 39 Read more about the Board’s oversight of material ESG topics on page 89 Read more about the governance underpinning our responsible business practices on pages 47-57 ESG governance structure The role of the ESG Committee is to provide oversight of our ESG programme, sustainability and responsible business practices as well as our contribution to the societies we operate in under our social contract. Purpose and Reputation Steering Committee ESG Committee Executive Committee Board Read more on pages 42-43 Read more on page 37 Read more on pages 37-38 Digital Society Executive-level sponsor: Vinod Kumar Inclusion for All Executive-level sponsor: Serpil Timuray Planet Executive-level sponsor: Joakim Reiter

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Strategic report Governance Financials Other information 36 Vodafone Group Plc  Annual Report on Form 20-F 2022 Our purpose Our purpose is to connect for a better future by using technology to improve lives and enable inclusive and sustainable digital societies. We achieve this by focusing on three pillars: Inclusion for All, Planet and Digital Society, which serve as the framework for everything we do at Vodafone. Our purpose is underpinned by our responsible business practices: protecting data, protecting people and business integrity. Our three purpose pillars are focused on integrating environmental and social considerations into our business strategy and priorities. To further embed this approach, this year we established a new ESG Committee as a formal committee of the Board. This will provide strategic support for our ESG ambitions, and ensure effective oversight of our ESG strategy. Read more on our ESG Committee on page 89 The role of business in society is changing, accelerated by the COVID-19 pandemic. Recognising this, we continue to evolve our social contract, which is the partnership we wish to develop with governments, policy makers and civil society. We use the social contract to understand what matters the most to the societies and economies we work in, and activate our purpose around these. This year we transitioned our social contract focus to ‘BuildBackBetter’ by deploying initiatives to address societal challenges created by the pandemic. For example, aligned to the EU’s focus on a green recovery from COVID-19, we accelerated the delivery of our target on renewables, and achieved 100% renewable electricity use in Europe from July 2021, four years ahead of our 2025 target date. Our response to the war in Ukraine In response to the war in Ukraine, we have been offering support to our customers and communities. The humanitarian part of our comprehensive response is coordinated through the Vodafone Foundation, in line with our policy for all charitable activities to be led and funnelled by our Foundations. The situation is fast evolving at the time of writing, but we have donated over €3 million in contributions and services in-kind in response, including: – Free roaming, calls and texts in our European markets for Vodafone Ukraine’s customers who have left Ukraine (we have a partner market agreement with Vodafone Ukraine); – Free calls and text messages to Ukraine; – Offering fast-track employment opportunities for those displaced by the crisis (Ukrainians, or other nationals, who have fled the country to find safety); – Vodafone Group Foundation has donated €500,000 from its Humanitarian Fund to UNHCR and local Vodafone Foundations in Czech Republic, Romania and Hungary; and – Vodafone employee volunteers travelled to Romania and Hungary to help install free-to-use instant WiFi and charging points for mobile phones to help refugees crossing the border. Further to these voluntary measures, on 8 April 2022 Vodafone signed a joint statement with other telecom operators in the EU, with the aim of establishing a coordinated approach to ensuring connectivity to refugees from Ukraine. In particular, Vodafone has committed to continuing to implement voluntary measures, namely to maintain lower wholesale charges for roaming and termination rates. The following sections provide an overview of our purpose pillars and targets, as well as the achievements over the past year. Purpose Our Inclusion for All strategy seeks to ensure no one is left behind. It focuses on access to connectivity, digital skills and creating relevant products and services, such as access to education, healthcare and finance. We are also committed to developing a diverse and inclusive global workforce that reflects the customers and societies we serve. With more than 4.9 billion1 people now online, the internet has become a vital part of our lives by enabling us to keep in touch and access government services, health information, banking and entertainment. However, 2.9 billion people remain offline1, 96% of whom live in developing countries. We operate in four countries2 that are designated by the United Nations as Least Developed Countries (‘LDCs’) where just 27%1 of people are online, and the challenges facing the unconnected are even more pronounced. Our Inclusion for All strategy focuses on overcoming the five key barriers that create the digital divide – coverage, access to devices, affordability, digital skills, and creating relevant products and services for those most at risk of being unconnected, such as the elderly and women. This year we have made significant progress across a number of areas, increasing coverage, supporting customers to afford 4G devices, and developing new services that help customers unlock more opportunities. We have also pushed ourselves to set new targets and create new partnerships across a number of inclusion areas, for example setting a new financial inclusion target this year. Closing the digital divide Connecting everyone to digital services, particularly across Africa, is a significant challenge. Fixed and mobile services are increasing globally, with 4G networks reaching 88%3 of the world’s population. We recognise that internet access is transformational, empowering people to meaningfully contribute and connect, and so we must continue to upgrade and expand our networks to achieve meaningful connectivity. Expanding coverage to rural networks remains a focus for us with 25%4 of the EU population and 59%4 of the population in Sub-Saharan Africa living in rural areas. Expansion of rural networks can often be more challenging and have a lower return on investment due to lower population densities. New approaches, partnerships and a blend of technologies will help us to overcome some of these barriers and help deliver universal coverage. We have also continued to work with our partners AST & Science LLC to develop the first space-based mobile network to connect directly to consumer 4G and 5G smartphones without the need for specialised hardware. This partnership aims to provide mobile coverage in the Democratic Republic of the Congo, Ghana, Mozambique, Kenya and Tanzania. The AST mobile network will ultimately reach an estimated 1.6 billion people across 49 countries. In Europe we are working to raise investment to boost high-speed connectivity in rural areas, creating Smart Villages and Cities that support businesses, citizens and the environment. We are also increasing investment in rural areas, helping farmers and other rural small businesses overcome barriers to connectivity. Inclusion for All Notes: 1. ITU, 2022. 2. Markets designated as LDC’s – DRC, Mozambique, Lesotho and Tanzania. 3. ITU, 2021. 4. World Bank, 2020..

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Strategic report Governance Financials Other information 37 Vodafone Group Plc  Annual Report on Form 20-F 2022 The digital divide goes beyond just being connected and unconnected. 4G is now available to more than half of Africa’s population, but accounts for just 15% of connections, on average, compared to 57% globally. There are strong economic benefits from increased 4G connectivity. Research from the World Bank shows that it can reduce the number of households in extreme poverty by 4.3 percentage points, mainly due to increases in labour force participation, particularly among women1. Furthermore, expanding mobile broadband penetration across Africa by 10% could boost GDP per capita by 2.5% 2. There are many barriers preventing the use of 4G, including lack of awareness, digital skills, and the prohibitive upfront cost of smartphones. We know that the vast majority of those offline, 2.5 billion of the 2.9 billion unconnected, live within mobile broadband coverage. Given that smartphones are increasingly the main gateway to digital services, lowering the cost of devices is key to addressing the digital divide. We run a number of programmes designed to reduce the cost of a smartphone, from applying subsidies, to offering financing to customers to shift from 2G to 4G handsets. Last year in partnership with Google, Safaricom launched a device- financing initiative called Lipa Mdogo Mdogo (Pay Little by Little). Lipa Mdogo Mdogo offers a flexible payment plan with an 85% reduction in the upfront cost (a customer pays 500Kshs upfront) and an affordable daily fee of 20Kshs. So far, 600,000 4G devices have been connected through the Lipa Mdogo Mdogo initiative. This year, in his role as commissioner to the UN Broadband Commission for Sustainable Development, our Chief Executive, Nick Read, chaired a new working group to forge multi-stakeholder action to connect 3.4 billion people with smartphones by 2030. In order to drive digital inclusion to the hardest-to-connect communities, we also announced in March 2022 that Vodafone will invest US$190 million over the next five years to increase our 4G population coverage to an additional 80 million people in Sub-Saharan Africa3. This means that we have committed to increase our 4G population coverage from 54% (higher than the African average of 49%) to approximately 85% across six Sub-Saharan African countries. This targeted intervention includes four of the least developed counties (‘LDCs’) – Mozambique, Tanzania, Lesotho and the Democratic Republic of the Congo – and will help to close a particular gap in internet usage between urban communities and rural communities. This pledge was made as part of the ITU Partner2Connect digital coalition and we will continue to develop other partnerships to help us achieve this goal. FY22 network deployment 4G sites deployed (000s) 4G population coverage Europe1 131.2 98.2% Africa2 29.5 64.8% Group1,2 160.7 81.6% Notes: 1. Excluding Vodafone Ziggo and including Turkey. 2. Excluding Safaricom. Read more on our approach to closing the digital divide through partnerships here: vodafone.com/ closing-the-digital-divide-through-partnership Addressing the digital gender gap Goal: To connect an additional 20 million women living in Africa and Turkey to mobile by 2025 Despite efforts to close the gender digital divide, the majority of those still unconnected are women. The latest data from the GSMA4 indicates progress to close this gender gap has stalled. Research indicates that women who have access to mobile internet via a smartphone have 9% higher levels of wellbeing than women who have access via a basic or feature phone5. However, across low and middle-income countries women are 18% less likely than men to own a smartphone and 16% less likely to use mobile internet5. Key barriers preventing women in emerging markets from using the internet include relevance of services, cost and adequate digital skills. We focus on the first, relevance of services, as a strategy to increase women’s access. For example, in many African markets gaining access to quality health information and antenatal care can be very difficult. Information delivered by mobile can help to bridge some of the gaps in crucial, basic information. Responding to this, our Mum & Baby service continues to grow, giving customers free access to maternal, neonatal and child health information in South Africa and DRC. The service has over 2.1 million registered users in South Africa, helping parents and caregivers to take positive actions to improve their children’s health. In part thanks, to services such as Mum & Baby, since 2016 we estimate we have connected to our network an additional 21.6 million female customers in Africa and Turkey. The increase of women in our customer base also makes good business sense; women have a higher Net Promoter Score (+4 percentage points compared to men). Female customers (million) 2016 (baseline) FY21 FY22 Africa1 38.1 52.9 58.3 Turkey 7.2 8.4 8.6 Total1 45.3 61.3 67.0 Note: 1. Including Safaricom. Building platforms for financial inclusion Goal: To connect 50 million people and their families to mobile money services by 2025 Two billion people remain unbanked globally4. Digital services are key to helping people access safe, secure financial services. Without the ability to transfer money, people are limited in their ability to save, access loans, start a business and even be paid. Together with Safaricom, we developed the first mobile money platform, M-Pesa, which provides financial services to millions of people who have a mobile phone but limited access to a bank account. It is also widely used to manage business transactions and to pay salaries, pensions, agricultural subsidies and government grants, and reduces the associated risks of robbery and corruption in a cash-based society. Over 19 billion transactions were made in the year using M-Pesa, the equivalent of around 2 million per hour on average through a network of more than 600,000 agents. As of the end of March 2022, 52.4 million customers were using M-Pesa (or equivalent). This marks a significant milestone and we have exceeded our goal to connect 50 million people and their families to mobile financial services four years ahead of our original target date. The breakdown of customers per market is detailed in the table on the next page. Notes: 1. World Bank, 2020. 2. ITU, 2019. 3. Covering Mozambique, Lesotho, Tanzania, DRC, Ghana and South Africa. 4. GSMA, 2021. 5. GSMA, 2022. Scan or click to watch a video summarising how our products and services help close the digital divide: investors.vodafone.com/videos

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Strategic report Governance Financials Other information 38 Vodafone Group Plc  Annual Report on Form 20-F 2022 To deepen our commitment to financial inclusion, and building on the success to date, we have created a new target to connect 75 million customers to mobile money and financial inclusion services by 31 March 2026. As we committed last year, this target includes multiple financial service platforms and products and sets our path to help close the financial divide. This new target will include not just M-Pesa customers, but customers of other services that contribute to financial inclusion. For example, Vodacom launched our new VodaPay super-app in October 2021 and this will be a key part of delivering this target. The VodaPay super-app for smartphone users in South Africa offers access to digital financial services as well as online shopping and lifestyle tools. The introduction of this platform allows users to securely upload and store their money in a digital wallet, pay bills, send money or make purchases without the registration delays typically associated with setting up a traditional bank account in Africa. The VodaPay super-app has 1.6 million current registered users. Mobile money services adoption Number of mobile money customers (million) % of service revenue % penetration of base Kenya (Safaricom) 30.5 38% 93% Tanzania 6.8 34% 56% Mozambique 5.2 24% 71% Democratic Republic of the Congo 3.5 15% 30% Lesotho 1 12% 82% Egypt 3.5 2% 10% Ghana 1.9 4% 53% Total 52.4 22% 57% Enabling quality education and digital skills Even before the COVID-19 crisis, an estimated 258 million children around the world were not in school1. More than half of all children globally were not meeting the minimum expected standards in reading and mathematics1. The COVID-19 pandemic highlighted the need to adapt teaching to the new realities of increasingly digital societies. We have continued to grow our Connected Education programme, providing access to our ready- made classroom which includes connectivity, devices, and collaboration software for students and teachers across the world. To date, around 1.5 million students and teachers in 4,500 educational institutions across 10 countries have benefited from this digital learning solution, helping to bridge the digital divide. In South Africa, the Vodacom e-School solution allows learners to access curriculum-aligned content and educators to access learning materials on their smartphone with no data charges. We currently have over 1.3 million users on the platform. Vodafone Foundation previously committed to invest €20 million to expand digital skills and education programmes across Europe, aiming to reach over 16 million learners by 20252. To date, the programme has reached 1.2 million students and teachers. In June 2021, Vodafone Foundation and UNHCR expanded their Instant Network Schools programme which has helped to support over 94,000 refugee students and communities in four African countries. Two new Instant Network Schools have been established in Mozambique, located in the Maratane Refugee Settlement and the city of Nampula. These will transform existing classrooms into multimedia hubs for learning, complete with internet connectivity, sustainable solar power and a robust teacher training programme. Together this will benefit nearly 9,000 students, 25,000 family members and over 200 teachers. Purpose (continued) Workplace equality As part of our purpose, we are committed to making the world more connected, inclusive and sustainable, where everyone can truly be themselves and belong. We bring the human touch to our technology to create a better digital future for all, starting with our people. Our people We are developing a diverse and inclusive global workforce that reflects the customers and societies we serve. Key information 2022 2021 Average number of employees1 95,008 94,274 Average number of contractors 8,784 10,481 Employee contract types Permanent 87% 87% Fixed term contracts 13% 13% Full-time 93% 93% Part-time 7% 7% Number of markets where we operate 19 19 Employee nationalities 134 137 Employees and contractors across the Group Germany2 14% 14% UK 2 9% 9% Italy2 5% 5% Spain2 4% 4% Vodacom Group2 11% 11% Other Markets3 25% 26% Vantage Towers2 0% 0% _VOIS and Shared Operations4 32% 31% Employee experience Employee engagement index 5 73 74 Alignment to purpose5 93% 93% Voluntary turnover rate6 14% 8% Involuntary turnover rate6 3% 3% Notes: All headcount figures exclude non-controlled operations such as in the Netherlands, Kenya, Australia and India. 1. Calculation considers employee pro-rated headcount. 2. The percentages reflect headcount in each operating company or group of operating companies, such as the Vodacom Group. 3. Other Markets includes employees based in all other operating companies (Albania, Czech Republic, Egypt, Ghana, Greece, Hungary, Ireland, Portugal, Romania, Turkey) and other countries. 4. _VOIS and shared operations constitute a significant number of employees. The figures presented above include _VOIS headcount across our footprint (India, Romania, Hungary, Egypt and Albania), as well as headcount in our global Group entities. 5. More detail on the employee survey is included on page 21. The employee engagement index is based on a weighted average index of responses to three questions: satisfaction working at Vodafone; experiencing positive emotions at work; and recommending us as an employer. Alignment to purpose is based on a single question that asks whether employees feel their daily work contributes significantly to Vodafone’s purpose. Employee engagement index and purpose alignments scores reflect September 2021 data. 6. The pandemic saw voluntary attrition levels fall in 2021. However, as vaccine programmes progress and restrictions lift, we are seeing turnover return to slightly higher than pre-pandemic levels. We are monitoring the situation closely through exit interviews and also introducing specific and proactive retention approaches in place where required. The voluntary turnover rate includes retirements and death-in-service. Notes: 1. UNESCO, 2018. 2. Beyond digital training, the Vodafone Foundation builds programmes around the world that combine Vodafone’s charitable giving and technology to deliver public benefit and improve people’s lives. The total amount donated by Vodafone to Vodafone Foundation in 2022 was €47.4 million.

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Strategic report Governance Financials Other information 39 Vodafone Group Plc  Annual Report on Form 20-F 2022 Diversity and inclusion Our focus is on removing barriers to workplace equality. This year we have accelerated momentum on gender equality, sustained focus on embedding inclusion, set solid foundations on race and ethnicity, and began ensuring the physical and digital workplace is fully accessible. An expanded focus on practising inclusion supports our ambition to create a global workforce that reflects the customers, communities and colleagues we serve, and the wider societies in which we operate. Embedding inclusion to enable diversity is critical to achieving these goals in a sustainable way. Gender diversity Goal: We aim to have 40% women in management roles by 2030 We have reached 32% which is on track towards our ambition. We continue to drive progress through programmes, policies and leadership incentives. 2022 2021 Women on the Board 50% 45% Women on the Executive Committee 29% 29% Women in senior leadership positions1 31% 30% Women in management and senior leadership roles2 32% 32% Women as a percentage of external hires 42% 43% Women as a percentage of graduates 53% 53% Women in overall workforce 40% 40% Notes: 1. Percentage of senior women in our top 191 positions (FY21: 178). 2. Percentage of women in our 6,727 management and leadership roles (FY21: 6,609). Women in management and diversity We work to ensure there is gender diversity when resourcing for senior leadership roles and our leadership team is accountable for maintaining diversity and inclusion amongst their teams. Women in management targets are also embedded in our long-term incentive plans. Our progress and achievements to increase diversity have been recognised externally as Vodafone has been included in the Bloomberg Gender Equality Index for the fourth consecutive year. Across youth programmes, 51% of hires were women, including 53% of all graduate hires, 53% of all internship hires and 39% of all hired apprentices. We have also now connected with over 6,000 girls via the digital skills programme ‘Code Like a Girl’ since 2017, including 994 this year as we continued this programme during the pandemic by launching a digital coding classroom experience, available to all markets. Domestic violence In 2019, Vodafone launched the first global domestic violence policy in the workplace, which set out comprehensive workplace resources, security and other measures for employees at risk of experiencing, and recovering from, domestic violence and abuse. As most of the global workforce shifted to home working following the outbreak of COVID-19, reports of a ‘shadow pandemic’ of domestic violence intensified worldwide. We continue to provide support in this area through global training, ‘Apps Against Abuse’, and a publicly available toolkit to support survivors. ‘Apps Against Abuse’ includes the Bright Sky app, which provides support and information to anyone in an abusive relationship or those concerned about someone they know. To date, the Vodafone Foundation’s portfolio of ‘Apps Against Abuse’ has connected 1.6 million people to information, advice and support. Menopause Our research identified that 62% of women with symptoms of menopause found it impacted their work. In March 2021, we made a global commitment to support women experiencing menopause, including the release of a global toolkit. For World Menopause Day in October 2021, Vodafone’s menopause toolkit became freely available to download externally. In March 2022, we launched a menopause e-learning – a short course introducing the menopause, common symptoms and the impact on work with tips for managers, colleagues, family and friends. Maternity and parental leave Our global maternity and parental leave policies are available across markets, providing 16 weeks of fully paid leave with a phased return to work over six months, where parents work the equivalent of four days and are paid for five days. This policy is open to all employees regardless of gender, sexual orientation, length of service, and whether their partner is having a baby, or they are welcoming a child through surrogacy or adoption. This year, over 1,900 women have utilised our maternity leave. Over 1,300 men have taken parental leave, with 53% of the latter taking four or more weeks of leave. Embedding inclusion Alongside gender equality, we retained our focus on supporting the LGBT+ community with over 3,800 allies and active support from senior executives. We continued to be recognised as a Top Global Employer by Stonewall. Multiple employee networks operate across Vodafone including Women, VodAbility, Carers and Multicultural Inclusion. We support them actively and provide Network Chairs with specific leadership development focused on effectively setting up and running an employee network. Global Withstander training has been rolled out in 10 languages to upskill employees on how to become active allies by challenging negative and inappropriate behaviours when they witness them, with over 33,000 employees completing it during the year. In March 2022, we launched a global allyship ‘train-the-trainer’ programme to sustain the focus across all areas of inclusion. We continued to engage with colleagues and raise awareness on why inclusion matters. During the year, we held global webinars focused on gender and ethnic diversity, the LGBT+ community, and disabilities. These were hosted by Vodafone’s CEO and Executive Committee members, with over 16,500 viewers across all webinars.

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Strategic report Governance Financials Other information 40 Vodafone Group Plc  Annual Report on Form 20-F 2022 Purpose (continued) Race, ethnicity, and cultural heritage (‘REACH’) We continue to improve workforce capability in holding conversations on race in the workplace. To better understand representation across the organisation and inform our diversity and inclusion programmes, in November 2020 we launched the ‘#CountMeIn’ initiative which encourages employees to voluntarily self-declare their diversity demographics. These include race, ethnicity, disability, sexual orientation, gender identity and caring responsibilities, in line with local privacy and legal requirements. On this basis we were able to set ethnic diversity targets, which are summarised below. Ethnic category 31 March 2022 Long-term ambition Population Global Ethnically diverse background 18% 2030: 25% Global Senior Leadership Team (163 positions) UK Black, Asian, other diverse ethnicities 15% 2025: 20% UK-based senior leadership and management (1,452 positions) UK Black 1% 2025: 4% South Africa Ethnically diverse background 64% 2030: 75% South African- based senior leadership and management (416 positions) In addition to the above, 29% of our Executive Committee members are from ethnically diverse backgrounds. The plan is to expand ethnicity disclosure throughout our markets as we collect more globally consistent data. Our new REACH targets are supported by an action plan to achieve greater workplace inclusion through allyship and anti-racism. REACH fluency training was introduced to increase confidence and capability to talk about race and completed by all members of the Executive Committee, as well as their direct reports. The plan also includes reciprocal mentoring, external cross-company mentoring and McKinsey Black Leadership Academy participation. Physical and digital accessibility in the workplace We have joined the ‘Valuable 500’ – a group of 500 companies committed to disability inclusion in business. The commitments are focused on creating a physically and digitally accessible environment. We hosted a global event on ‘International Day of People with Disabilities’, attended by 4,600 employees, which featured initiatives that help create an inclusive workplace for customers and employees with visible and invisible differences. We also hosted a neurodiversity training for employees to ensure awareness of accessibility features in the digital workplace. During the year, we delivered six accessibility workshops focused on disability inclusive technology, covering all of the existing tools within Office 365 which support accessibility in a hybrid working environment. We have also embedded disability assistive technology standards (WCAG AA standard) into procurement and internal development processes, ensuring compatibility of all new platforms, products or tools procured with assistive technology. Policies, initiatives and targets Our commitment to diversity and inclusion is reflected across our global policies and principles, such as the Code of Conduct and our Fair Pay principles. Read more about these Fair Pay principles on page 106 Click to read more about Fair Pay at Vodafone: vodafone.com/fair-pay The achievement of our diversity targets is dependent on the attraction, engagement and retention of diverse talent and skills. To support this, we have inclusive initiatives such as: hybrid and flexible working, parental leave, mental health toolkit, learning and development programmes (e.g. Black Leadership Academy), allyship training and menopause support, reinforced by the work of employee networks and executive sponsors. Programmes are designed to help employees through all life stages and challenge societal norms so everyone can be themselves at work and belong. Read more about diverse talent, future ready skills and personalised employee experience on pages 22 to 23

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Strategic report Governance Financials Other information 41 Vodafone Group Plc  Annual Report on Form 20-F 2022 As the COP26 UN Climate Change Conference in Glasgow highlighted, urgent and sustained action is required to address the climate emergency. We believe business success should not come at a cost to the environment, and we are committed to reducing the impact of our activities. We also see a key role for our digital networks and technologies in helping to address climate change. Digitalisation is key to saving energy, using natural resources more efficiently and creating a circular economy. COP26 in Glasgow marked a step forward in global efforts to address the climate emergency, including a material increase in ambitions to reduce emissions, finalisation of rules on reporting emissions and international carbon trading, and the launch of a range of new initiatives and sector commitments. In July 2021 we reached a key milestone in our journey to net zero by 2040, achieving our goal to purchase 100% renewable electricity in all of our European markets. We are working to achieve the same in our African markets by 2025. As part of this commitment we are also placing significant focus on innovative sustainable power solutions that can be deployed at scale, for example, working with external organisations to develop self-powered mobile masts and install micro turbines. To help deliver a twin digital and green transformation, in February 2022 we announced our circular economy plan to help extend the life of mobile phones and increase the reuse and responsible recycling of handsets. Starting in our European markets, our customers will be offered circular economy services such as insurance, support and repairs for their devices, supported by a digital platform making it straightforward for customers to agree trade-in options. We also continued our work to identify climate change risks and opportunities through conducting Task Force on Climate-related Financial Disclosures (‘TCFD’) scenario-based risk and opportunity assessments across key markets. We are using the insights to create mitigating controls and identify ways to embed climate risk into our risk management system and processes. Read more on Vodafone’s approach to climate change risk aligned to the TCFD on page 66 Our Planet goals 2025 – Purchase 100% of the electricity we use globally from renewable sources – Reuse, resell or recycle 100% of our network waste 2030 – Fully abate all carbon emissions (‘net zero’) from our own activities and from energy we purchase and use (Scope 1 and 2) – Halve carbon emissions from our carbon footprint (against a 2020 baseline), including joint ventures, all supply chain purchases, the use of products we have sold and business travel (Scope 3) – Enable our business customers who use our services to reduce their own carbon emissions by a cumulative total of 350 million tonnes between 2020 and 2030 2040 – Fully abate Scope 3 emissions to reach ‘net zero’ across our full carbon footprint Reducing carbon emissions Goal: To reduce our own carbon emissions to ‘net zero’ by 2030 and across the full value chain by 2040 In 2020 we set an approved 2030 Science-Based Target in line with reductions required to keep warming to 1.5°C, becoming the first major telecoms operator to follow the emission reduction pathway developed for the ICT sector (setting out specific emissions reduction trajectories for mobile, fixed and data centres). Planet We also committed to reaching full value chain ‘net zero’ emissions by 2040. We are currently in the process of validating our targets with the recently updated Net Zero Standard issued by the Science-Based Targets initiative (SBTi) and expect this to be completed during 2022. As part of our transition towards net zero we are committed to improving our own generation of renewable energy through rolling out on-site solutions such as solar panels. We are also working on new innovative solutions. In January 2022, Vantage Towers committed to installing over 750 micro wind turbines across 52 sites in Germany, working in partnership with the energy startup MOWEA. It is estimated that the green energy generated on site in average wind conditions will cover 100% of each tower’s energy requirements. In 2021, Vodafone UK also began a trial of Eco-towers, working with Crossflow Energy and Cornerstone to deploy self-powered mobile masts utilising wind turbines, solar power and battery technology. Eco-towers will enable new mobile sites to be deployed in remote locations across the UK, overcoming the major rural challenge of connecting to the grid. Click to read more about our self-powered mobile masts – vodafone.com/self-powered-mobile-masts Driving energy efficiency Despite the ever-growing use of data and expansion of our networks, in FY22 our total Scope 1 and 2 GHG emissions decreased by 23% to 1.09 million tonnes of CO2e (carbon dioxide equivalent), due to our ongoing focus on energy efficiency and an increase in the proportion of renewable electricity purchased. We are committed to continually improving the energy efficiency of our base station sites and in our technology centres, which together account for 96% of our total global energy consumption. We continue to implement the ‘best in class’ ISO 50001 Energy Management Standard globally. To date, 11 operating companies and Safaricom have been awarded certification, with further markets due to implement the framework in the next year. As part of the implementation of ISO 50001, we engage with suppliers on energy efficiency improvements in both hardware and software solutions. Key suppliers are benchmarked biannually, with energy efficiency included within the evaluation criteria. The supplier engagement has also been supported and reinforced by the inclusion of energy efficiency as a key requirement in the ‘Request for Quotation’ (‘RFQ’) processes. In addition to working with suppliers, we collaborate with others in the industry and trial new modes of operating. In Spain, our active sharing programme has led to reduced hardware requirements and energy savings of 12 GWh. Whilst we focus on energy efficiency, we are also focused on increasing our renewable supply. We have been deploying further solar photovoltaic (‘PV’) cells and increasing our annual renewable generation to 13 GWh p.a., a year-on-year increase of 68%. All these programmes are underpinned by our energy data management and analytics system which collects and stores data feeds from our electricity suppliers and from smart meters. This system is now live across 11 markets in Europe, with smart meters installed at over 45,000 sites. This year we have developed new energy modelling capabilities for active mast equipment and data centres. Scan or click to watch a video summarising how we plan to reach net zero by 2040: investors.vodafone.com/videos

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Strategic report Governance Financials Other information 42 Vodafone Group Plc  Annual Report on Form 20-F 2022 Purpose (continued) Our performance1 Unit 2022 2021 Total Scope 1 and Scope 2 emissions Million tonnes of CO2e 1.09 1.42 Scope 1 emissions Million tonnes of CO2e 0.28 0.30 Scope 2 emissions Million tonnes of CO2e 0.82 1.12 Scope 3 emissions Million tonnes of CO2e 9.2 9.4 Joint ventures and associates Million tonnes of CO2e 2.6 3.2 Purchased goods and services Million tonnes of CO2e 3.9 4.0 Use of sold products Million tonnes of CO2e 1.7 1.5 Fuel and energy-related activities Million tonnes of CO2e 0.8 0.6 Other (business travel, upstream leased assets, waste) Million tonnes of CO2e 0.2 0.1 Renewable electricity Percentage of purchased electricity from renewable sources % 77 55 Percentage of purchased electricity from renewable sources in Europe % 96 79 GHG emissions intensity Scope 1 and 2 GHG emissions per EURm revenue Tonnes of CO2e 23.9 32.4 Vodafone energy use Base stations and technology centres Gigawatt hours / % 5,686 / 96 5,750 / 96 Offices and retail stores Gigawatt hours / % 239 / 4 246 / 4 Total Gigawatt hours / % 5,926 / 100 5,997 / 100 Note: 1. Data calculated using local market actual or estimated data sources from invoices, purchasing requisitions, direct data measurement and estimations. Carbon emissions calculated in line with GHG Protocol standards. Scope 2 emissions are reported using the market-based methodology. For full methodology see our ESG Addendum 2022. Purchasing renewable electricity This year we reached our target of powering our entire European operations with electricity from 100% renewable sources. This was achieved from July 2021, a significant acceleration of our original target of 2025 and a major milestone towards our ‘net zero’ goal. This achievement was shared across our European markets with a consumer campaign which turned Vodafone’s recognised brand green across digital and social channels. We are committed to making the same step-change in Africa by 2025. For example, installing solar PV solutions in Egypt and South Africa, whilst working with local governments to facilitate development of renewable energy infrastructure. We currently have Power Purchase Agreements (‘PPAs’) in Spain, Greece and the UK, and have agreed a new PPA in the UK which will go live later in 2022. PPAs trade at a discount to current wholesale electricity prices and provide us with more economic certainty against current volatile wholesale electricity prices, as well as helping to create new capacity within the markets. Following our energy purchasing hierarchy approach, we prioritise energy efficient practices before considering on-site generation of renewable energy, PPAs and Renewable Electricity Certificates (‘RECs’). Whilst on-site generation of renewable electricity currently accounts for less than 1% of our overall renewable energy consumption due to space constraints on our infrastructure, we continue to trial innovative solutions, such as the micro wind towers in Germany. The remainder of our renewable energy consumption is split between PPAs 5% and RECs 94%. Most RECs are bundled either via green electricity tariffs or provided by our electricity suppliers, however a small amount are considered ‘unbundled’ for example, to cover our consumption on third party sites. The purchase of unbundled RECs is our least favoured approach, however it is necessary in certain circumstances. For example, where we are tenants and electricity is procured by a landlord, or where our preferred options are not available due to limitations in a particular market. The incremental cost of RECs (or their equivalent) is small in the context of our overall energy spend. This year, we spent approximately €846 million on purchasing electricity. This is a year-on-year increase of 11% and approximately three quarters of our electricity we directly purchase is forward hedged for FY23. The increases in commodity prices (oil, gas and CO2) as a result of a strong post COVID-19 economic recovery were the main drivers for our energy costs. This year, 77% of our electricity purchased was from renewable sources (FY21: 55%). Read more about our renewable electricity purchasing strategy here – vodafone.com/renewables Working with our partners to reduce Scope 3 emissions Scope 3 emissions are indirect GHG emissions which we cannot control but may be able to influence. As part of our Science-Based Target, we have committed to halve our Scope 3 carbon emissions by 2030 (against a 2020 baseline) and fully abate them by 2040, as part of our ‘net zero’ target. The main sources of Scope 3 emissions are investments (joint ventures and associates), purchased goods and services, and the use of sold products. This year, our estimated Scope 3 emissions were 9.2 million tonnes of CO2e. We have worked with the Carbon Trust to analyse our Scope 3 emissions and prioritise reduction opportunities. In 2020, we introduced a 20% weighting for environmental and social criteria in our supplier evaluation RFQ processes. The assessment awards positive scoring for suppliers that have set (or are willing to set) a Science-Based Target. In addition, suppliers which offer product-specific CO2 data and pathways for reduction over the contract period are positively scored. Our supplier performance management programme also covers environmental factors, and suppliers’ GHG performance is one of the factors evaluated in our annual assessment process. We ask selected suppliers to provide details of their GHG emissions and management programmes through CDP. This year, 90% of those suppliers responded, with 88% reporting that they had set a target for GHG emissions. This year we introduced a new CO2 analytics dashboard allowing our supply chain teams to view and track progress against our reduction targets. The dashboard tracks the impact of purchased products and services on our targets. It also helps our procurement team to identify suppliers, markets and categories which contribute higher emissions and helps us subsequently work on efficiencies with our partners.

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Strategic report Governance Financials Other information 43 Vodafone Group Plc  Annual Report on Form 20-F 2022 FY22 carbon enablement overview GHG emission saving (million tonnes CO2e) Smart meters 1.6 Fleet management 10.7 Healthcare 2.6 Other (e.g. cloud/street lighting/EV charging) 0.6 Total 15.6 Enablement ratio 2022 2021 Total GHG enablement saving (Million tonnes of CO2e) 15.6 7.1 Scope 1 and Scope 2 emissions (Million tonnes of CO2e) 1.09 1.42 Enablement ratio 14.3 5.0 Vodafone Business is increasingly integrating environmental credentials into sales and bidding processes. For example, to demonstrate the savings potential for connected systems we have developed a carbon calculator tool which provides customers with a view of potential carbon savings. This year we established a Vodafone Business Sustainability Steering Group. This group is working to raise awareness, to include sustainability in our external marketing content and to educate and train sales teams across Vodafone Business on sustainability and how to engage customers and position Vodafone as the partner of choice for a sustainable future. Reducing waste Goal: To reuse, resell or recycle 100% of our network waste by 2025 Aside from carbon emissions, electronic waste is the largest material environmental issue for our business. We consistently seek to manage our own impact in a responsible manner and also support our customers with their efforts. Our global policy on waste management prioritises the reuse, resale or recycling of unwanted equipment. We aim to keep resources in use for as long as possible, extracting the maximum value from equipment while in use and then recovering and reusing materials responsibly. We implement resource efficiency and waste disposal management programmes in all our markets to minimise environmental impacts from network waste and IT equipment waste. This year, we generated an estimated 8,800 tonnes of waste (which includes hazardous waste) and we recovered and recycled 95%. Globally, 98.6% of our network waste was sent for reuse and recycling (excluding hazardous waste). To support the delivery of our 2025 goal to reuse, resell or recycle 100% of our network waste, we have launched an internal asset marketplace, a business-to-business solution within Vodafone that allows us to re-sell and re-purpose excess stock or large decommissioned electrical items like masts and antennae. This year, we estimate that we have saved €10.8 million of spend and avoided over 2,500 tonnes of CO2e. We are assessing the possibility of expanding the solution to partner markets and other operators. Network waste management (excluding hazardous waste) 2022 2021 Reused 9% 20% Recycled 90% 79% Landfilled 1% 1% Total network waste (metric tonnes) 8,483 6,307 Looking forward, we are planning to expand the categories of Scope 3 data we report. We are moving towards a hybrid model for Scope 3 data collection, which will improve the accuracy of carbon emissions data and help identify areas to improve efficiency, whilst ensuring we successfully measure our progress against our targets. Our new approach will also incorporate product-specific data and use data submitted to the Carbon Disclosure Project (‘CDP’) by our suppliers. In addition to suppliers, we also work with our joint ventures and associates, which represent the most significant proportion of our Scope 3 emissions. Notable actions from last year include: – In the Netherlands, VodafoneZiggo issued its first sustainability bonds worth €2.1 billion and had its Science-Based Target approved by SBTi; and – In Australia, TPG Telecom launched a new sustainability strategy, which includes a commitment to set a Science-Based Target. Another significant source of our Scope 3 emissions is the use of sold products (e.g. charging devices). As countries decarbonise their electricity grids, these associated emissions will also reduce. Enabling our customers to reduce their emissions Goal: To help our business customers reduce their own carbon emissions by 350 million tonnes between 2020 and 2030 For Vodafone, our most important contribution to tackling climate change is through enabling our customers (which include both businesses and governments) to reduce their environmental footprint using our digital technologies and services. In alignment with the recent Intergovernmental Panel on Climate Change (‘IPCC’) report, digital technologies have significant potential to contribute to de-carbonisation due to their ability to increase energy and material efficiency1. In 2020, we committed to helping our business customers reduce their own carbon emissions by a cumulative total of 350 million tonnes globally over 10 years between 2020 and 2030. Since setting this target, we estimate to have saved our customers 22.7 million tonnes of carbon emissions. Our IoT service offer, including logistics and fleet management and smart metering, has been central in delivering these savings so far. Our enablement target is underpinned by a strong commercial rationale. We believe our IoT and Digital for Green solutions represent three main opportunities for customers: 1. Increased efficiency and reduced wastage. IoT enables organisations to monitor operational processes, identify waste and address the cause, an example being energy loss. This improves cost efficiency, as well as carbon savings; 2. To use IoT to deliver cost-efficiency. Connectivity can allow products and services to be automated and shared, reducing the cost and carbon impact. For example, shared distribution networks and vehicle sharing; 3. Changing customer behaviour to promote long-term sustainability. IoT products can enable a direct connection to each customer allowing trends to be monitored, for example shifting demands for public transport or energy. We are continuing to work with the Carbon Trust to calculate the total GHG emissions avoided as a consequence of our IoT technologies and services. We estimate that 49% of our 150.1 million IoT connections directly enabled customers to reduce their emissions in the past year. During the year, we estimate to have enabled an avoidance of 15.6 million tonnes CO2e, which is over 14 times the emissions generated from our own operations (Scope 1 and 2). Note: 1. IPCC, 2022.

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Strategic report Governance Financials Other information 44 Vodafone Group Plc  Annual Report on Form 20-F 2022 Purpose (continued) We believe in the power of connectivity and digital services to strengthen the resilience of economies. Through our mobile and fixed networks, data flows at speed, connecting people and communities. As the last two years have demonstrated, connectivity and digital services can be a lifeline allowing people to work, learn, stay in touch with friends and family, access healthcare and more. Currently, we have over 351 million customers connected to our next-generation mobile and fixed networks. This year, informed by our social contract, we continue to focus the Digital Society pillar towards digitalising critical sectors. We have specifically focused on small and medium-sized enterprises (‘SMEs’), agriculture and health. We have also continued to invest in our network infrastructure and coverage. Aligned with our Planet pillar, our products and services enable customers to become more efficient and in many cases reduce their emissions. Read more about our carbon enablement approach on page 43 Supporting small businesses Goal: Support seven million users to digitalise using V-Hub by 2025 SMEs are a critical part of the economy and provide opportunities for socio-economic participation and social mobility for women, young people, and ethnic minorities. Through Vodafone Business, we provide products and services which are specifically tailored for SME and small-office home-office (‘SOHO’) businesses, helping guide them through technology choices and improving their digital readiness. These segments also represent a significant commercial opportunity for Vodafone. We estimate to have over six million SME customers and expect the overall market to grow a combined €6 billion over three years.1 To better support SMEs across Europe, Vodafone Business launched V-Hub in 2020. This free service provides access to online information and connects SMEs with experts who provide one-to-one advice and support on developing business in an ever-changing digital world. As of the end of March 2022, V-Hub has been used by over 3.6 million unique users across 12 European countries, as well as South Africa. Since its launch V-Hub has achieved a strong return visitor rate of 23% and has hosted over 8,500 conversations between SMEs and Vodafone experts. We have set a target to support seven million users digitalise their business through V-Hub by 2025. Over the next year we plan to improve our V-Hub offer. For example, SMEs will be able to sign-up as ‘V-Hub members’ and access a secure private portal for ongoing personalised advice and tailored content. Beyond customers, we are working to support SMEs in our supply chain. This year, over 1,500 small businesses are Tier 1 suppliers. We also offer optional supply chain financing which allows suppliers to leverage Vodafone’s credit position to access cheaper funding and liquidity. This has no impact on Vodafone’s commercially negotiated payments terms. In South Africa, Vodacom Financial Services has built a supplier portal called VodaTrade, where small suppliers can connect with bigger business partners. Currently, there are 88 SMEs registered on the VodaTrade portal, which provides them access to procurement opportunities with seven large retailers. Digital Society Building a circular economy We recognise that to build a circular economy we need to tackle not only our network waste, but also device waste. To begin the shift towards a circular economy of devices, we are taking a life-cycle management approach, which includes extending the lifespan of devices through repair, refurbishment and resale. We estimate that more than 50,000 tonnes of CO2e could potentially be avoided for every million smartphones Vodafone receives via trade-in that are subsequently refurbished and resold. In May 2021, we launched a new Eco Rating labelling scheme jointly with other major European operators. This is a pan-industry initiative to help consumers identify and compare the most sustainable mobile phones on the market, whilst also encouraging suppliers to reduce the environmental impact of devices. Eco Rating evaluates the environmental impact of the entire production process, transportation, use and disposal of a handset, resulting in an overall score. The Eco Rating scheme was initially launched in 24 European countries and has since been rolled out in several countries in Latin America and by Vodacom in South Africa. More than 150 mobile phones from 15 manufacturers are now assessed by the Eco Rating initiative, nearly doubling the range of devices rated at launch. Find out more about Eco Rating at ecoratingdevices.com In addition, in November 2021 we launched our ‘Bring Back Friday’ initiative to coincide with Black Friday. Across several markets including Italy, Spain, Czech Republic and Greece, we encouraged customers to return old devices to be recycled or refurbished and in return customers received credit towards a purchase. This year, we announced a new initiative to extend the life of new mobile phones and encourage customers to trade in or recycle their old devices, in partnership with Recommerce. Starting in European markets from Spring 2022, our customers will be able to access a comprehensive and convenient suite of services, including insurance, support and repairs for their device. We will also launch a new digital platform enabling customers to agree trade-in options for their existing phones. As well as encouraging customers to return their phones, we will begin to offer a wider range of high-quality, competitively priced refurbished smartphones at retail. We are part of the Circular Electronics Partnership to drive industry action on circularity, bringing together leaders across the value chain from manufacturing, reverse logistics, material recovery, to e-waste management. This year the partnership has extended to 22 members, working to scale solutions across industries. Beyond what we can directly and indirectly influence we also support societal change to more circular economy models. Digital and connected solutions are an essential part of the solution towards lower resource use and improved reuse and recycling. For example, through enabling material tracing or shifting from product-based business models to service-based ones. We strive to refurbish and reuse fixed-line equipment multiple times, with significant associated environmental and cost savings. We are also eliminating all unnecessary plastics and other disposable single-use items where there are lower impact alternatives across all our retail stores and offices. From October 2021, we committed to roll out SIMs made out of recycled plastic and half the size of a traditional SIM card holder. The global roll out of the new SIMs will result in a 340 tonne reduction in plastic per year, an equivalent to 1,760 tonnes of CO2e. Engaging our people More than 13,000 colleagues are currently members of our ‘#RedLovesGreen’ employee engagement initiative, which aims to raise awareness of the individual actions that employees can take to reduce energy and other resource uses. Note: 1. Vodafone Business investor day, 2021.

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Strategic report Governance Financials Other information 45 Vodafone Group Plc  Annual Report on Form 20-F 2022 Digitalising agriculture Agriculture is a pressing issue for society with the need for sustainable and affordable sources of food increasing. According to the Food and Agriculture Organization, by 2050, the world will need to produce 50% more food than current levels1. There is also a growing need to address the environmental impact of agriculture. In Europe, agriculture accounts for 10% of the EU’s total greenhouse gas emissions and over 40% of EU land use2, in many cases leading to habitat loss and deforestation. Through Vodafone Business, we are working with partners across the value chain, including equipment manufacturers, suppliers and research institutes, to introduce new applications and IoT platforms – helping to increase the amount of information farmers have available to them and enabling farms to efficiently operate and use resources. This allows a farmer to reduce the use of pesticides and fertiliser (which reduces emissions), water use and resource consumption, as well as improving the protection of biodiversity and increasing yields. Through Vodacom’s subsidiary, Mezzanine we have developed MyFarmWeb to support larger commercial farms. Over 8,000 farms across four continents use MyFarmWeb. The cloud-based web platform allows producers to capture key agriculture data (physical, chemical, and microbial soil analysis, pest presence, satellite and remote sensing information along with data from various internet connected farming sensors) into a system that aggregates and calibrates the information to assist in decision-making. This helps to increase yields whilst not damaging the environment and reduce losses – all of which contribute to carbon savings along the production process. MyFarmWeb also provides farmers with a platform that will allow them to use more productive and sustainable farm operation practices, which is becoming increasingly important to comply with the changing legislation to qualify for subsidy funding in the future. This year, we expanded MyFarmWeb to Europe, accelerating digitalisation across the agricultural industry and collaborating with the farming community to meet targets set out in the EU Farm to Fork strategy. Five pilot farms in Europe will provide the platform with valuable region-specific data points to calibrate the MyFarmWeb data to local farming practices and regional regulations. The five selected farms are: Dairygold in Ireland, Llusar and Grima both based in Spain, Laporta in Italy and Agrar-Betriebsgemeinschaft Leine-Solling GbR in Germany. Mezzanine is also helping to digitalise agriculture in Sub-Saharan Africa through its Connected Farmer platform. This gives smallholder farmers access to agricultural inputs, financial services like insurance, logistics suppliers, buyers and markets and knowledge. With around 2.9 million smallholder farmers registered, the platform allows an ecosystem of partners to register, profile, communicate and transact (using M-Pesa in some cases) with each other. This year, Mezzanine supported both the Department of Agriculture, Land Reform, and Rural Development (‘DALRRD’) and also the Solidarity Fund in South Africa to disburse subsidies to smallholder farmers across the country. Mezzanine also distributed vouchers to DALRRD registered farmers breeding small or large livestock or those growing vegetables and grain on behalf of the Solidarity Fund. In total, both programmes issued over 260,000 vouchers to smallholder farmers in South Africa worth a combined value of €27 million. Women and youth were focus demographics for the programmes, with the Solidarity Fund reporting that more than 65% of the beneficiaries were women. More than 350 suppliers participated in the voucher programmes, resulting in more than 1,000 outlets redeeming farmers’ vouchers, receiving a welcome cash injection from outside the community. Mezzanine has also supported Safaricom and the Kenyan Ministry of Agriculture, Land, and Fisheries (‘MoALF’) with the rollout of vouchers to smallholder farmers in around 40 counties throughout Kenya. These vouchers can be used to buy inputs to support maize, rice, and coffee cultivation. Find out more about digitalising agriculture at vodafone.com/agriculture-digitalisation Revolutionising healthcare The COVID-19 pandemic highlighted the importance of digital connectivity to deliver critical services, in particular healthcare. During the last two years, healthcare resources across the world have become stretched and significant backlogs of diagnostic tests and elective procedures have grown for non-COVID related conditions. Even before this, many countries were facing a health crisis, with increasing demands for healthcare from ageing populations and decreasing capacity to provide treatment due to staff shortages and supply constraints. We believe that technology can be used to make the delivery of healthcare services more efficient for providers and more inclusive for patients. A recent survey by the Vodafone Institute revealed that 92% of European citizens think the health sector needs urgent support through the EU’s Recovery and Resilience Facility (‘RRF’)3. Against this backdrop, in October 2021, we launched the Vodafone Centre for Health in partnership with Deloitte, a new strategic alliance to accelerate the adoption of connected healthcare. This virtual centre brings together our connected health solutions with Deloitte’s healthcare consulting experience to enable many more people to access healthcare. Working together, we are committed to using our networks and capabilities to improve access and quality of care worldwide, utilising our experience of developing new technologies like 5G, edge computing and artificial intelligence to make healthcare more accessible. In addition, we have continued to deliver other digital healthcare solutions during the last year, developing 5G technology to enable remote procedures and surgeries with our partners in Europe. These solutions could deliver improvements to the training of doctors and nurses and enable more procedures, removing the need for specialists to travel between hospitals. For example: – We are working with Proximie and Cardiff University Hospital in the UK to pilot 5G virtual surgery. This technology allows healthcare experts to virtually ’scrub-in’, record and interact with operating rooms across the world to help accelerate and improve workforce training and more efficient delivery of surgical care, at scale; and – Vodafone Italy in partnership with Artiness conducted a clinical trial at IRCCS San Raffaele hospital in Milan to perform intrusive heart surgery using a remote proctoring system. Proctoring is the support provided to doctors by experts from the medical device companies, who guide them in the correct implant of medical devices during surgical procedures. This solution means proctors can supervise more procedures every day without needing to travel to each hospital. Notes: 1. Food and Agriculture Organisation, 2017. 2. Eurostat, 2021. 3. Vodafone Institute for Society and Communications, 2021.

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Strategic report Governance Financials Other information 46 Vodafone Group Plc  Annual Report on Form 20-F 2022 Purpose (continued) Connectivity: We want everyone – whoever they are and wherever they live – to have access to reliable and affordable internet. Digital innovations: We will build digital innovations such as IoT solutions and digital platforms like M-Pesa to contribute to the sustainable development across a range of sectors including manufacturing, transport, health, agriculture, education and energy.  Partnerships: We are building new models of cooperation between business, governments, international organisations and civil society to deliver process and scale, for example to connect the unconnected. Through connectivity infrastructure, digital innovations and partnerships, we deliver impact across many of the SDGs. We enable inclusive and sustainable digital societies Vodafone is committed to accelerating connectivity and digitalisation in order to meet the SDGs by 2030. We have identified two priority SDGs (SDG 9 build resilient infrastructure and innovation, and SDG 17 strengthen the means of implementation and partnerships for sustainable development) that will enable us and our partners to find lasting solutions to social, economic and environmental challenges and thereby accelerate the delivery of many other SDGs. The UN Sustainable Development Goals (‘SDGs’) provide a blueprint for human progress and a clear call to action for businesses to contribute to a better future. The COVID-19 crisis continues to create huge challenges for society, particularly in developing countries, and has led to a reversal of progress on a number of SDGs. For example, we have seen the first rise in extreme poverty in a generation, with around 120 million people pushed back into extreme poverty1. Furthermore, the UN estimates that COVID-19 has wiped out 20 years of educational gains, with secondary school completion rates at just 53% and this is predicted to decline1. Digital technology will be essential in reducing these impacts, and help progress towards delivering the SDGs as society builds back better. We are committed to playing our role and believe we can increase the speed and scale of delivery across a wide number of SDGs through leveraging our technology and services, and through partnering with others. Simultaneously, we can drive significant growth. For example, our M-Pesa mobile money platform, designed to enable financial inclusion, has 52.4 million active customers. Excluding Safaricom, M-Pesa generated revenue this year of €336 million. Note: 1. UN, 2021. We contribute to the  Sustainable Development Goals UN Young SDG Innovators This year, a small group of Vodafone colleagues participated in the 2021 UN Young SDG Innovators programme, run by the United Nations Global Compact. The programme helps to accelerate business innovation towards the SDGs. The team worked on a concept to tackle inequality (SDG 10) by addressing the digital divide through big data and was selected to showcase its idea at the 2021 SDG Innovators Summit. Examples of our projects and initiatives supporting the SDG’s over the last year Read more about our contribution to the SDGs: vodafone.com/sdgs Click here to read more about the launch of VodaPay vodafone.com/vodapay-launch Click here to read more on how our #ChangeTheFace Alliance is driving increase participation and equal opportunities for leadership in our industry vodafone.com/change-the-face-alliance Click here to read more about self-powered mobile masts providing sustainable solutions for rural communities vodafone.com/self-powered-mobile-masts Click here to read more about Greece’s first “green island” vodafone.com/first-green-island Click here to read more about the new pan-industry Eco Rating scheme launched for mobile phones vodafone.com/eco-rating Scan to watch how our Mum & Baby service in Mozambique is helping mothers to access healthcare expertise Scan to watch how Vodafone is bringing digital learning to students, teachers and schools worldwide through Connected Education and other programmes No poverty Gender equality Affordable and clean energy Sustainable cities and communities Responsible consumption Good health and wellbeing Quality education

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Strategic report Governance Financials Other information 47 Vodafone Group Plc  Annual Report on Form 20-F 2022 To underpin the delivery of our purpose, we ensure that we operate in a responsible way. Acting ethically, lawfully and with integrity is critical to our long-term success. Our Code of Conduct sets out what we expect from every single person working for Vodafone, regardless of location. We also expect our suppliers and business partners to uphold the same standards and to abide by our Code of Ethical Purchasing. Click here to read our Code of Conduct: vodafone.com/code-of-conduct Our ‘Doing What’s Right’ training and communication programme is key to embedding a shared understanding of the Code of Conduct across Vodafone. Throughout the year, the Doing What’s Right communication programme promoted different areas of our Code of Conduct, including Speak Up, anti-bribery, privacy, competition law, security, and health and safety. Training on our Code of Conduct is included in our standard induction process for new employees. We expect every employee to complete refresher training when assigned, and this is typically every two years. Of those employees assigned induction or refresher Doing What’s Right training during the period, 89% had completed the training as at 31 March 2022. During the year, we rolled out a translated version of our Code of Conduct module in 10 non-English-speaking markets. We also produced and launched new anti-bribery training globally and introduced a new security module to English-speaking markets; a translated version will follow in the next year. The refreshed modules followed the same approach taken in the Code of Conduct module by engaging learners with interactive video-based scenarios aimed at encouraging the right behaviours. The new training materials were positively received and were consistently rated with five stars in the Vodafone learning platform. We also strive to make compliance easy for our employees and continue to improve our digital Code of Conduct and Global Policy portal, the internal platform where employees can find information about our policies and procedures. We have seen a significant increase in traffic on both sites, with a 55% increase in views of the Policy Portal and a 45% increase in views of the digital Code of Conduct, showing that our employees are engaging with our policies. Our Code of Conduct is well understood throughout Vodafone. In our January 2021 Spirit Beat employee survey, 96% of respondents agreed with the statement ‘Our team lives by the Code of Conduct’. Speak Up Everyone who works for or on behalf of Vodafone has a responsibility to report any behaviour at work that may be unlawful or criminal, or could amount to an abuse of our policies, systems or processes and therefore a breach of our Code of Conduct. Employees are able to raise concerns with a line manager, with a colleague from human resources or through our confidential third-party hotline, Speak Up, accessible online or by telephone. Speak Up operates under a non-retaliatory policy, meaning that everyone who raises a concern in good faith is treated fairly, with no negative consequences for their employment with Vodafone, regardless of the outcome of any subsequent investigation. All Speak Up reports are confidentially investigated by local specialist teams, with a senior team in place to triage reports. Each grievance is formally and robustly investigated and is monitored to verify that any corrective action plan or remediation has been conducted. Our Group Risk and Compliance Committee reviews the effectiveness of the Speak Up process and trends twice a year, and the Audit and Risk Committee receives an annual update, with additional ad hoc reviews also carried out where appropriate. Our employees trust our Speak Up process, as evidenced by our January 2021 Spirit Beat survey, with 87% of respondents agreeing that they believe appropriate action would be taken as a result of using the process. We also track the proportion of ‘named’ versus ‘anonymous’ reports as a higher number of named reports suggests higher levels of trust in the Speak Up process. During the year, 64% (FY21: 64%) of reports were ‘named’ and this was higher than available industry benchmarks. This year, 642 (FY21: 623) separate concerns were reported using Speak Up. Speak Up reports could relate to matters of unlawful behaviour or matters of integrity, such as bribery, fraud, price fixing, a conflict of interest, or a breach of data privacy. Reports could also relate to people issues such as discrimination, bullying or harassment, danger to the health and safety of employees or the public, or potential abuses of human rights. If we decide to proceed with an investigation, a qualified expert will investigate, keeping the person who raised the concern informed throughout the process. Where reports made to Speak Up require remedial action, this could include consequences at the individual level, or changes to internal processes and procedures. Speak Up topics raised during the year Topic1 Speak Up reports Requiring remedial action People issues2 55% 24% Integrity 33% 39% Other 11% 84% Health and safety 1% 33% Notes: 1. There were no reports relating to modern slavery concerns reported during the period (FY21: zero reports). 2. Diversity & Inclusion topics accounted for 4% of the People issues reported during the year. Speak Up is also made available to our suppliers and is communicated through our Code of Ethical Purchasing. For suppliers that decide to maintain their own grievance mechanisms, we require that they inform us of any grievances raised relating to work done on behalf of Vodafone directly. Protecting data Millions of people communicate and share information over our networks, enabling them to connect, innovate and prosper. Customers trust us with their data and maintaining this trust is critical. Data privacy We believe that everyone has a right to privacy wherever they live in the world, and our commitment to our customers’ privacy goes beyond legal compliance. As a result, our privacy programme applies globally, irrespective of whether there are local data protection or privacy laws. Our privacy management policy is based on the European Union General Data Protection Regulation (‘GDPR’) and this is applied across Vodafone markets both inside and outside the European Economic Area. Our privacy management policy establishes a framework within which local data protection and privacy laws are respected and sets a baseline for those markets where there are no equivalent legal requirements. Responsible business Responsible business

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Strategic report Governance Financials Other information 48 Vodafone Group Plc  Annual Report on Form 20-F 2022 Privacy risks As data volumes continue to grow and regulatory and customer scrutiny increases, it is important to be clear on the privacy risks we face, as well as how our policies and programmes can mitigate these risks. We categorise data privacy risk into three main areas: – Collection: collection of personal data without permissions or excessive collection of data; – Access & use: use of personal data for unauthorised purposes, excessive data retention or poor data quality; and – Sharing: unauthorised disclosure of personal data, including supplier non-compliance with the law or our own policies. To help us identify and manage evolving risks, we constantly evaluate our business strategy, new technologies, products and services as well as government policies and regulation. Privacy principles Our privacy programme governs how we collect, use, and manage our customers’ personal data to ensure we respect the confidentiality of their communications and any choices that they have made regarding the use of their data. Our privacy programme is based on the following principles: accountability; privacy by design; fairness and lawfulness; openness and honesty; choice and access; security safeguards; and balance. Click to read more about our privacy principles and how they guide the way our products are designed and built: vodafone.com/privacy Using customer data We want to enable our customers to get the most out of our products and services. To provide these services, we need to use our customers’ personal information. We are committed to protecting our customers’ data, using it for a stated and specific purpose, and we are always open about what customer data we collect, and why we collect it. Click to read more about uses of customer data: investors.vodafone.com/sasb Each local market publishes a Privacy Statement to provide clear, transparent and relevant information on how we collect and use personal data, what choices are available regarding its use and how customers can exercise their rights. Our product specific privacy notices include details relating to a particular product. These statements and notices are available to customers online, in the MyVodafone app and in our retail stores. Our businesses provide our customers with access to their data through online and physical channels. These channels can be used also to request deletion of data that is no longer necessary, or for correction of outdated or incorrect data, or for data portability. Our customer privacy statements and other customer facing documents provide comprehensive information on how these rights can be exercised and how to raise complaints or contact the relevant data protection authority. Our frontline retail and customer support staff are trained to respond to the customers’ requests. Our state-of-art, multi-channel permission management approach was deployed across our channels (MyVodafone app, website, call centres and retail stores) in 2018. This approach allows our customers to control how we use their data for marketing and other purposes at any time and the permissions are synchronised across our channels. For example, customers can: – Opt-in for processing of special categories of data; – Choose what data we collect through the MyVodafone app and how it is used; – Opt-out from marketing across different channels (call, SMS, notifications), or opt-in to the use of their communications metadata for marketing purposes or for receiving third-party marketing messages; and – Opt-out from the use of anonymised network and location data (‘Vodafone Analytics’). Click to read more about our privacy policies: vodafone.com/privacy Operating model We have an experienced team of privacy specialists dedicated to ensuring compliance with data protection laws and our policies in the countries where we operate. We apply a process-based approach to managing privacy risks across the data life cycle and teams from across Vodafone ensure end-to-end coverage. Dedicated security teams ensure appropriate technical and organisational information security measures are applied to protect personal data against unauthorised access, disclosure, loss or use during transit and at rest. Read more about cyber security on pages 49 to 51 and 60 All products, services and processes are subject to privacy impact assessments as part of their development and throughout their life cycle. We maintain personal data processing records, supplier privacy compliance, data breach management and individual rights processes, as well as internal and international data transfer compliance frameworks, and training and awareness programmes. Our teams monitor and influence regulatory and industry developments and work to build and maintain relationships with local data protection authorities and other key stakeholders. Our privacy control frameworks are subject to continuous risk-based improvements. In addition to introducing updates to our global privacy controls, we also require every employee, and where possible contractors, to complete Doing What’s Right privacy training within six weeks of joining and then every two years. We also have targeted training for high-risk roles which is aimed at teams with a key role in personal data processing. With this approach we aim to achieve a 90% completion rate on both types of training across all target groups across our global footprint. In FY22, 91% of assigned employees completed Doing What’s Right privacy training. The effectiveness of control implementation is subject to quarterly reporting, annual evidence-based testing by the privacy teams, as well as internal audit. Control implementation is also reviewed by local market CEOs, the Group Risk and Compliance Committee and the Audit and Risk Committee. Any findings are subject to remedial actions by the responsible control operator, and completion is monitored. Governance The General Counsel and Company Secretary, a member of the Executive Committee, oversees the global privacy programme. The Group Privacy Officer, reporting to the General Counsel, is responsible for managing and overseeing the privacy programme on a day-to-day basis across the markets and provides regular status reports to the General Counsel and Company Secretary and an annual update to the Audit and Risk Committee. Responsible business (continued) We always seek to respect and protect the right to privacy, including our customers’ lawful rights to hold and express opinions and share information and ideas without interference. At the same time, as a licensed national operator, we are obliged to comply with lawful orders from national authorities and the judiciary, including law enforcement. Scan or click to watch our privacy experts summarise our approach to data privacy: investors.vodafone.com/videos

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Strategic report Governance Financials Other information 49 Vodafone Group Plc  Annual Report on Form 20-F 2022 Whilst each employee is responsible for protecting personal data they are trusted with, accountability for compliance sits with each operating company. A member of the local executive committee oversees the local implementation of our privacy programme. Each operating company also has a dedicated privacy officer, privacy legal counsel and other privacy specialists. Local privacy officers report to the Group Privacy Officer throughout the year. The Privacy Leadership team approves new standards and guidelines and monitors the implementation of global privacy plans. Operating companies also maintain privacy steering committees that bring together privacy and security teams and senior management from relevant business functions. Privacy incidents We have a strong culture of data privacy and our assurance and monitoring activities are designed to identify potential issues before they materialise. However, during the financial year, Vodafone was fined €2 million (FY21: €20 million) for data privacy issues, primarily relating to telesales and customer authentication practices in Spain. In response to the incidents in Spain, we have established a dedicated taskforce that reports directly to the Vodafone Spain Executive Committee. The taskforce also contributed to a new industry code of conduct on telesales published in July 2021. Fines relating to telesales arose as some of our third-party marketing agencies had conducted direct marketing activities towards people who had opted-out. These activities were in violation of existing supplier agreements. In response to these incidents, our rules on telesales have been reviewed and compliance with these rules is subject to increased assurance and monitoring. Where necessary, improved controls have been introduced to monitor and enforce suppliers’ compliance. Such measures include, for example, the routing of third-party telesales through Vodafone’s systems which ensures that calls to opted-out customers are detected and blocked, verification to ensure that commission is only paid for authorised calls, strict enforcement of contractual penalties for non- compliance, and the discontinuation of contracts with several suppliers. Third parties are increasingly using mobile devices to verify the identity of their customers. For example, banks or websites may issue one time access codes sent via SMS to verify an individual’s identity. As a result, there has been an increase in attackers attempting to exploit telecommunication authentication processes for fraudulent purposes. One method involves attackers using social engineering to access customers’ telecommunications accounts with the aim of swapping SIMs to new devices or setting up call forwarding. In response to these trends, the Spanish data protection regulator has issued penalties to the main telecommunications companies operating in the country, including Vodafone, for not having stronger levels of authentication processes to prevent such fraudulent activities from occurring. We have been actively collaborating with other local telecommunications operators, the banking sector, law enforcement authorities and the local data protection regulator through a cross- industry taskforce, with the aim of resolving fraudulent customer authentication practices. We have also implemented new technology tools to minimise the risk of further fraudulent activities in Spain, updated our global security policies and are in the process of implementing new tools in our markets. In addition to the fines in Spain, our businesses in Hungary, Romania, Ireland and Turkey received immaterial fines for data privacy issues. These fines arose as a result of a delayed response to a subject access request, direct marketing towards people who had opted-out of being contacted, and an issue relating to notifying customers about how their personal data was processed. These cases were isolated incidents and we have implemented additional controls, such as stricter access restrictions and increased monitoring in response. For detail on how we respond to a data breach, refer to the cyber security section on page 51 Cyber security Our role is to enable connectivity in society. As a provider of critical national infrastructure and connectivity that is relied upon by millions of customers, we prioritise cyber and information security across everything we do. Our customers use Vodafone products and services because of our next-generation connectivity, but also because they trust that their information is secure. Cyber attacks are part of the technology landscape today and will be in the future. No organisation, government or person will ever be fully immune to the effect of cyber attacks and the telecommunications industry is faced with a unique set of risks as we provide connectivity services and handle private communication data. Our approach to managing cyber risk is based on international best practice, a good understanding of the threat landscape and leverages our global scale. Identification of vulnerabilities and risks Cyber security is a principal risk. We understand that if not managed effectively, there could be major customer, financial, reputation or regulatory impacts. Risk and threat management are fundamental to maintaining the security of our services across every aspect of our business. We separate cyber security risk into three main areas of risk: – External: Attackers and criminals targeting our systems, networks, or people to conduct malicious attacks; – Insider: Accidental leakage of information or malicious misuse of access privileges by our employees; and – Supply chain: A supplier is breached or used as a conduit to gain access to our systems, data or people. To help us identify and manage emerging and evolving risks, we constantly evaluate and challenge our business strategy, new technologies, government policies and regulation, and cyber threats. We conduct regular reviews of the most significant security risks affecting our business and develop strategies and policies to detect, prevent and respond to them. Our cyber security strategy focuses on minimising the risk of cyber incidents that affect our networks and services. Understanding the threat landscape is key to managing cyber risk. The war in Ukraine has led to an increased cyber threat for organisations across all industries. State-backed or state-supporting threat groups may conduct attacks on companies to cause disruption, in retaliation against sanctions or as a spillover from the conflict. In the telecoms sector, espionage, disruption and destruction are likely objectives for threat actors. We have taken a multi-step approach to managing the heightened risk and we have: – Increased threat monitoring for specific threats or insight distributed by security authorities; – Heightened internal monitoring to track indicators that are related to the war and immediately escalated them for action and review; and – Bolstered specific areas of security and reinforced good practice, including changes to make user compromise less likely, and ran an awareness campaign led by the Chief Executive. More broadly, ransomware remains a significant threat to all companies. Threat actors are changing their tactics to include data extortion or destruction without using malware. In these cases, the cyber criminals compromise internal accounts and tools and then use these to perform their criminal activities. User awareness and good security hygiene, such as that required by Vodafone’s Cyber Code, are critical to managing these threats. Scan or click to watch our cyber security experts summarise our approach to cyber security: investors.vodafone.com/videos

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Strategic report Governance Financials Other information 50 Vodafone Group Plc  Annual Report on Form 20-F 2022 Responsible business (continued) In December 2021, a new critical vulnerability in widely used log4j software code was identified. This vulnerability could be used to steal data, introduce malware or take over systems. The log4j software is used as a building block within many applications and services, and as a result almost all companies were impacted. Our response has included blocking over two million attacks which were attempting to exploit this vulnerability, as well as scanning and patching our own systems and those supplied to us by third parties to rule out compromise and reduce the risk level. Controls Controls can prevent, detect or respond to risks. Most risks and threats are prevented from occurring and most will be detected before they cause harm and need a response. A small minority will need recovery actions. We use a common global framework called the Cyber Security Baseline and it is mandatory across the entire Group. The baseline is based on an international standard and includes key security controls which significantly reduce cyber security risk, by preventing, detecting or responding to events and attacks. We have effectiveness targets for the key controls that are monitored and reported to senior management on a monthly basis. Each year, we review the framework in the light of changing threats and create new or enhanced controls to counter these threats. During FY22, we have introduced new controls to strengthen protection against phishing and ransomware, increased requirements for privileged access and authentication, and defined stronger security controls in our agile development lifecycle. A dedicated assurance team reviews and validates the effectiveness of our security controls, and our control environment is subject to regular internal audit. The security of our global networks is also independently tested every year to assure we are maintaining the highest standards and our controls are operating effectively. We maintain independently audited information security certifications, including ISO 27001, which cover our global technology function and 15 local markets. We do more than just comply with local requirements or certifications; we actively contribute to consultations and debates on laws and regulations. We support level playing fields across regions and seek harmonised regulatory environments that provide strong security and societal benefits at a reasonable cost. Read more about our identification of cyber threat as a principal risk on page 60 New technologies We adopt new technologies to better serve our customers and gain operational efficiency. For every technology programme, new or existing, we follow our Security by Design process, evaluating suppliers’ hardware and software, modelling threats and understanding the risks before designing, implementing and testing the necessary security controls. Every new mobile network generation has brought increased performance and capability, along with new opportunities in security. During the year, we began deploying 5G core networks alongside our 5G radio networks, often described as 5G Standalone; with these networks already live in the UK and Germany. As we roll out 5G standalone, we have updated our security standards to implement the latest 5G features in our core networks. We also test security in our radio networks using independent testing companies. Open RAN is a new way of building and managing Radio Access Network (‘RAN’) components within telecommunication infrastructure. Instead of purchasing all the components from one supplier, we rely on software to implement many of these functions which are connected through open interfaces. Over time, this will create a more competitive landscape for telecoms equipment. We mitigate security risks by following our Security by Design process, identifying and mitigating threats with secure design and configuration. We also participate in the O-RAN Alliance and security working groups to standardise and strengthen the industry approach. T ech & B u s i ness Intern a l Audit Risk & Threat-based Security Assess risk Respond to events Select & design controls Deploy controls Maintain systems, threats & network M easure & Test Set Policy and Standards Se c u rit y b y D e s i g n Cy b e r P revent C y b e r D e fence Detect P r o t e c t R e s p o n d a n d r e c o v e r I d e n t i f y Business customers We also provide cyber security support to our business customers through Vodafone Business. Our products and services help our business customers of all sizes protect themselves from the evolving cyber security threat landscape and adapt to a new model of security necessitated by the adoption of hybrid working. Our portfolio of cyber security solutions for businesses is available in 16 markets and has over one million users. Our products and services leverage our global network and partnerships, such as those with Accenture, Palo Alto Networks, Trend Micro, and VMWare, to make enterprise-grade security services accessible to organisations of any size. For SOHO and SME customers our focus is on click-to-buy services covering mobile, endpoint and network security. We are also expanding our services to cover emerging challenges such as human risk mitigation, risk assessment and certification. For mid-market business customers, we offer a range of professional and managed services that provide support across the full spectrum of an organisation’s cyber security needs – assessing risk with vulnerability assessments; penetration testing and cyber exposure diagnostics; protecting the organisation with firewall management and phishing awareness campaigns; through to full scale managed detection and response, and breach response and forensics services. For larger and multinational organisations, Vodafone Business offers a range of network, endpoint and managed security solutions to enhance mobile and fixed portfolios in this segment. Operating model We have implemented an operating model based on the leading industry security standards published by the US National Institute of Standards and Technology (‘NIST’). We have an international team of over 1,000 people who are focused on constantly monitoring, protecting and defending our systems and our customers’ data. We also work with third-party experts and consultants to maintain specialist skills and continue to follow leading practice. Our scale means we benefit from global collaboration, technology sharing, deep expertise and ultimately have greater visibility of emerging threats. Although the cyber team leads on detect, respond and recover, preventative and protective controls are embedded across all of our technology and throughout the entire business.

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Strategic report Governance Financials Other information 51 Vodafone Group Plc  Annual Report on Form 20-F 2022 Every employee has responsibility for cyber security and must follow the Vodafone Cyber Code, be sensitive to threats and report suspicious activity. Embedded in our Code of Conduct, the Cyber Code is the cornerstone of how we expect all employees to behave when it comes to best practice in cyber security. It consists of seven areas where employees need to follow security good practice. Our cyber security awareness programme is delivered digitally via our internal social media platform, videos and webinars. In addition, we perform regular phishing simulations across all markets and functions to raise awareness and train employees. Cyber security is included within our Doing What’s Right training programme and our latest module was launched to all English-speaking markets during the year, with translations for other markets planned during FY23. Of those assigned the English language training, 89% had completed it by 31 March 2022. We continued to run incident simulation training for our local markets during the year. The simulations used a common platform to provide CEOs and their teams a realistic experience of managing a cyber incident and exercising their responsibilities in accordance with our common approach. Click to read more about Vodafone’s Cyber Code in our Code of Conduct: vodafone.com/code-of-conduct Governance The Chief Technology Officer is the Executive Committee member responsible for managing the risks associated with cyber threats and information security. The Cyber Security Director is responsible for managing and overseeing the cyber security programme on a day-to-day basis and reports to the Chief Technology Officer. Reporting to the Cyber Security Director are the heads of the global cyber security functions and markets or regions. The local cyber security leads are part of their local management teams and responsible for the cyber agenda in their market or region. The Cyber Risk Council (‘CRC’) meets on a monthly basis, is attended by the leads from each market and function and is chaired by the Cyber Security Director. The CRC approves policies and standards, monitors cyber risk and threat and oversees key programmes. The CRC is part of a wider governance structure which includes the Group Technology Audit and Risk Committee and ultimately the Board’s Audit and Risk Committee. Key risk indicators for our most important controls and our security baseline are reported to senior management and the Executive Committee on a monthly basis. This reporting provides a granular view of progress and risk reduction. The reports also include detail on the threat landscape, policy and risk updates, vulnerability and incident data, and programme status. Cyber threats and information security are a major area of focus for the Board’s Audit and Risk Committee and detailed updates including threat landscape, risk position and security programme progress are provided at least twice a year, most recently in March 2022. The Audit and Risk Committee does deep dives into significant incidents, such as the security incident in Portugal during the year. Read more about the Audit and Risk Committee’s oversight of cyber security on pages 83 to 88 Cyber incidents As a global connectivity provider, we are subject to cyber threats, which we work to identify, block and mitigate with our robust control environment without any impact. Where a security incident occurs, we have a consistent incident management framework and an experienced team to manage our response. The focus of our incident responders is always fast risk mitigation and customer security. We actively engage with stakeholders, including academic institutions, industry and government, in order to protect Vodafone, respond to cyber threats and work together to share best practice. Given our expertise and extensive experience, we also engage with a wide range of organisations to help improve the understanding of cyber security thinking and practice, and contribute to public policy, technical standards, information sharing and analysis, risk assessment, and governance. In the event of a cyber breach, disclosure is made in line with local regulations and laws, and based on a risk assessment considering customers, law enforcement, relevant authorities and our external auditor. The European Union’s GDPR provides a framework for notifying customers in the event there is a loss of customer data as a result of a data breach and this framework is a baseline across all our markets. Vodafone holds cyber liability and professional indemnity insurance policies and these policies may cover the costs of an information security breach, in whole or in part. Vodafone Portugal incident Vodafone classifies security incidents according to severity, measured by business and customer impact. The highest severity category corresponds to a significant data breach or loss of service caused by the incident. In the past year, the only such incident was the Vodafone Portugal incident discussed below. During the incident, 4.7 million mobile and one million fixed line customers were impacted, with some customers having both services. While the network outage was significant, it was only classified as a severe network incident for 48 hours. The direct costs of the incident are estimated in the range of €5 million and are financially immaterial in the context of Vodafone Portugal’s operations and the wider Vodafone Group. In February 2022, Vodafone Portugal experienced a network outage that was caused by a deliberate cyber attack that was intended to cause disruption. No malware or malicious software was installed, and the attack method would be described as a ‘living off the land’ attack because it did not use any specialist tools. The attack relied on sophisticated social engineering, and a deep understanding of IT systems and networks. Investigations revealed that no customer data was accessed or compromised. No other Vodafone markets experienced any disruption from this incident. The outage affected the data network in Portugal. The impact was loss of some voice and data services, some TV services and enterprise and business applications across the country, as well as international connections. Home broadband and linear TV were unaffected by the attack. On detecting the incident, we utilised our global incident management framework and immediately took action to identify, contain further risk and restore services quickly. Mobile data services and interconnections with other operators were resumed within eight hours of the attack, with other services being recovered during the next 48 hours. The Vodafone Portugal CEO immediately and proactively communicated with customers, and the team used widespread online, social media and press information and articles to keep customers aware of our recovery progress. Our cyber security team is continuing the investigation of this incident and working with local law enforcement and security agencies. Other incidents We also track incidents at our suppliers and third parties. The frequency of such incidents is increasing. We contractually require our suppliers to report incidents and we manage these incidents as if they were internal. In the last financial year, one such supplier incident has been reported to the Luxembourg regulator due to its potential scope to impact the entire telecommunications industry. The supplier in question manages the netting of roaming charges between operators and reported a cyber incident in September 2021. There was a minor direct impact on Vodafone based on the investigation carried out by Vodafone and the supplier.

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Strategic report Governance Financials Other information 52 Vodafone Group Plc  Annual Report on Form 20-F 2022 Responsible business (continued) Protecting people Wherever we operate, we have an opportunity to contribute to the advancement of fundamental rights for our customers, colleagues and communities. We are also conscious of the risks associated with our operations and we work hard to mitigate negative impacts, ensuring we keep people safe. Health and safety Keeping people safe is one of the most important responsibilities we hold as an employer. Our ongoing focus is to provide a safe working environment for everyone working for and on behalf of Vodafone and the communities in which we operate. We want everyone working with Vodafone to return home safely every day. Our health and safety framework provides a consistent approach to safety leadership, planning, performance monitoring, governance and assurance. Our commitment to safety does not differentiate between employees, contractors and suppliers, all of whom benefit from the same focus on preventing harm, both on worksites and when working or moving between sites. Health and safety risks We continue to focus on our key health and safety risks, which account for the majority of reported incidents and remain a focus area globally: occupational road risk, falls from height, working with electricity, and fibre operations. Road traffic incidents continue to be the primary cause of major injuries and fatalities reported globally, accounting for 41% of all reported high potential incidents within Vodafone during the year. As a result, we have maintained a specific requirement to focus on road safety and driver behaviour within our health and safety strategy and annual objectives. In addition, local market road risk controls are reviewed as part of our internal assurance plans. In recognition of our key risks, we have established the ‘Vodafone Absolute Rules’. These rules focus on risks that present the greatest potential for harm for anyone working for or on behalf of Vodafone. The Absolute Rules are clear and underpinned by a zero tolerance approach to unsafe behaviours in all of our businesses. The Absolute Rules must be followed by all Vodafone employees and contractors, as well as our suppliers’ employees and contractors. In the January 2021 Spirit Beat survey, 96% of employees agreed that the Absolute Rules are taken seriously at Vodafone. Leadership engagement The importance of senior leadership and commitment to health and safety remains key to our approach. Our senior leaders are actively engaged, carrying out regular site tours throughout the year. Despite the restrictions imposed by COVID-19, our senior leaders have continued to maintain their visibility and engagement by carrying out tours virtually, recognising the importance of connecting with teams and critical workers as they continued to maintain our networks, work in our retail stores and on customer sites. Health and safety governance Health and safety is managed through a global health and safety framework, which includes the monitoring and assessing of risks, setting targets, reviewing progress and reporting performance. Our global safety framework is based on international standards for occupational health and safety, is aligned to internationally recognised best practice, and always meets or exceeds local requirements. In addition, some of our local markets have chosen to undergo independent external certification to ISO 45001, the international standard for occupational health and safety; 49% of our business is externally certified to ISO 45001. All incidents relating to key risks and breaches of the Vodafone Absolute Rules are reported and investigated in adherence with timescales contained within our Incident Reporting Standard. We ensure that incidents are investigated in accordance with their severity, and appropriate remedial actions and improvements are identified and implemented. We strongly believe in the importance of prevention, however we also believe that every incident should be treated as an opportunity for learning and improvement. Health and safety is a high-risk policy and included within our risk and compliance governance programme. Due to restrictions introduced as a consequence of the COVID-19 pandemic, in-country audits have not been possible again this year. However, we have updated our risk control matrix to help enhance the effectiveness of the assurance programme, ensuring a single set of standards and mandatory controls that local markets self-assess against. This self-assessment process has been completed with independent oversight and quality review to ensure consistency and effectiveness. Employee engagement and consultation in arrangements for health and safety is a foundation of our approach and all markets have Health and Safety consultative committees that meet on a regular basis. Training We continue to include a health and safety module as part of our mandatory ‘Doing What’s Right’ training. The training module includes a video from our Chief Human Resources Officer demonstrating senior-level support for the Vodafone Absolute Rules. Every employee must complete the training within six weeks of joining and then typically every two years. During FY22, 90% of assigned employees working for Vodafone completed the health and safety module. Contractors are required to complete separate training relevant to their role and position. Each local market is also responsible for delivering health and safety training which supports the development of appropriate safety leadership skills, behaviours and identification of health and safety risks. Additional training is specific to an individual’s role and aligned to each market’s local safety legislation. Key performance indicators We have a global set of key performance indicators as part of our safety framework, which are reported monthly to the Executive Committee, and bi-annually to the Board: – Number of fatalities; – Number of employee lost time incidents; and – Number of top safety risks, including breaches of our Absolute Rules. After a thorough investigation, we record all fatal incidents related to our operations where we conclude that our controls were not operating as effectively as required and may have prevented the incident from occurring. We also consider circumstances where, if controls could have reasonably been enhanced, the outcome could have been different. Each fatality is presented for review at a Fatality Review Board chaired by the Chief Human Resources Officer and supported by the Global Head of Health and Safety. The presentation is led by the local market’s CEO. We also share any lessons learned from each fatality across the relevant Group functions. Any injury is one too many and any loss of life related to our operations is unacceptable. It is therefore with great regret that we record three fatalities in the year that have been determined to be within Vodafone’s control. In Vodacom Mozambique a road traffic collision between a Vodacom subcontractor’s vehicle and a third-party vehicle resulted in the deaths of two passengers in the third-party vehicle who were members of the public. In Vodafone Egypt an 18-metre mast collapsed during construction carried out by a Vodafone subcontractor and resulted in the death of one of the subcontractors. In each case, a thorough investigation was overseen by the respective local market CEO, who is responsible for ensuring that the causes of the incident are widely understood and that any necessary corrective actions are implemented. These incidents further reinforce our

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Strategic report Governance Financials Other information 53 Vodafone Group Plc  Annual Report on Form 20-F 2022 During the year, our focus has shifted to support Future Ready Vodafone, ensuring our hybrid working plans are safe and effective, and mental health and wellbeing is supported. We recognise that there will be a range of perspectives towards the risks as we shift to the endemic phase and the need to ensure those at greatest health risk have the support and protection they need. Going forward, we will continue to listen and adjust as we embed hybrid working and the Future Ready Vodafone strategy. Read more about our Future Ready Vodafone strategy on page 22 We are confident that our flexible approach remains appropriate to ensure the health, safety and wellbeing of our people and suppliers who work with us, however we will continue to assess and monitor the risks and adjust our approach in light of any material changes. We are capturing the lessons learned from our response to the pandemic phase and building them into our plans for future pandemic response teams and to maintain our overall business resilience capability. Read more about employee wellbeing on page 22 Mobiles, masts and health The health and safety of our customers and the wider public has always been, and continues to be, a priority for us. Our masts fully comply with national guidelines, which are typically based on, or go beyond, international guidelines set by the independent scientific body, the International Commission for Non-Ionizing Radiation Protection (‘ICNIRP’). There has been scientific research on mobile frequencies for decades, including those used by 5G. If exposure is within national guidelines, the scientific consensus is that there is no adverse impact on health. We continually monitor and evaluate our mobile networks to make sure we meet all regulations. In addition, all the products we sell are rigorously tested to ensure they comply with international safety guidelines. As well as complying with national regulations, where our markets have rolled out 5G, we have implemented a ‘Smart PowerLock’ (‘SPL’) feature. This innovative technology, designed for use with adaptive antennas used for 5G, ensures that the transmitted radio frequency power of the antenna is always below a threshold when averaged over a predefined time window. This guarantees compliance with electromagnetic field (‘EMF’) regulations under all possible operating conditions for 5G sites. This is now one of many software features that are routinely activated when a new 5G site is commissioned. SPL also includes counters, so it is possible to retrieve them to build evidence of compliance over several past days/weeks for a given site if needed by regulators. The feature has been accepted by regulators as effective. Science monitoring Scientific reviews have made a vital contribution to establishing industry guidelines and standards. We follow the results of these independent expert reviews to understand developments in scientific research related to mobile devices, base stations and health. In February 2022, an EU-funded scientific study into the effect of mobile phone use on children and young people was published. The case study was conducted between 2010 and 2015 across 14 countries with more than 2,000 participants aged 10-24 years. The study found no evidence of a causal association between wireless phone use and brain tumours. We fund research into mobile devices, base stations and health through funding bodies such as national governments to ensure that the research remains independent of industry influence, including our own. We also respond to requests from bodies conducting research by providing technical advice and information on the use of mobile devices. This helps to ensure scientists have access to the best-quality information available. ongoing focus to reduce the number of road risk and work at height related incidents, with a focus on Vodafone’s Absolute Rules and awareness campaigns within our local communities. We track and investigate incidents relating to our top risks and breaches of the Vodafone Absolute Rules. During the year, 656 breaches of Vodafone Absolute Rules and 476 incidents relating to our key risks were recorded. Each incident is investigated and we seek to identify the root cause and ensure suitable corrective action is taken where necessary. An investigation into each incident is conducted at a scale proportionate to the indicative level of risk. Lost-time incident (‘LTI’) is the term we use when an employee is injured while carrying out a work-related task and is consequently unable to perform regular duties for a complete shift or period of time after the incident. During the year, 12 LTIs were reported, five of these occurred whilst working from home, four occurred in Vodafone offices, and two occurred on work sites. In total these incidents account for 103 lost work days. In response to the occurrence of injuries whilst working in the home, we have reinforced the requirements of our safe home working policies and guidance across all locations. Key performance indicators 2022 2021 Work-related injuries or ill health (excluding fatalities) Employees 12 7 Contractors and suppliers 30 24 Lost-time incidents (‘LTI’) Number of lost-time employee incidents1 12 7 Lost-time incident rate per 1,000 employees 0.11 0.06 Total recordable fatalities Employees 0 0 Suppliers’ employees/contractors 1 0 Members of the public 2 1 Note: 1. Lost Time Incident means the loss of one or more work day as a result of injury. COVID-19 Our response to the COVID-19 pandemic has prioritised the safety and wellbeing of our people from the outset and has continued throughout the pandemic as we responded to the emergence of new variants and the impact of cases varying across our footprint. An agile approach to the changing situation was coordinated by the COVID-19 Business Continuity Plan programme management team, in line with World Health Organization Guidance and industry best practice, chaired by the Chief Human Resources Officer. Whilst the global reporting of positive employee cases is no longer a requirement across all countries, we continue to review incidence rates with local teams, to identify any locations or functions requiring focus and ensuring controls are adequate or if they require strengthening. During the pandemic, we supported employees by ensuring: – Local plans were in place to ensure all employees had a safe place to work, whether they are working on site or at home. We supported employees with access to offices whenever possible, for instance when it was required to better protect their personal safety. We also maintained guidance for employees with underlying health conditions, where we ensured they were able to engage and connect with their teams productively. – Access to physical, mental health and wellbeing support. – Digital learning was available to all employees and their families. – We continued to support Future Ready Vodafone and return to our office plans. – We continued to be flexible with policies as required by local conditions while exploring other policies that we could adjust/implement.

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Strategic report Governance Financials Other information 54 Vodafone Group Plc  Annual Report on Form 20-F 2022 Responsible business (continued) COVID-19 In the past year, we have not seen any further instances of damage to masts and base stations incited by unproven, unsubstantiated theories alleging links between COVID-19 and 5G. Our markets used a common strategy to rebut the misinformation and condemn arson attacks on our base stations. In partnership with other operators, we have provided clear messages that there is no scientific evidence to link the spread of COVID-19 to 5G. Operating model We have robust governance mechanisms in place and conduct regular compliance assessments to ensure that our masts and devices meet the standards set by the Group policy and national regulations. During the year, the Group EMF leadership team met four times and reported directly to the Executive Committee and the Board. We conduct network measurements and calculations of EMF exposure from the network masts and review the test reports we receive on EMF testing on devices. During the year, end-to-end compliance reviews in two of our European markets demonstrated robust and optimised EMF risk management, with examples of best practice to share across our footprint. All Vodafone markets also participated in a compliance self-assessment programme with assurance provided through our compliance team. Human rights We want to make sure that we have a positive impact on people and society, which includes respecting human rights in all our operations. We are a long-standing member of the UN Global Compact and follow the United Nations Guiding Principles on Business and Human Rights, which guide our approach. Click to read more about our human rights approach: vodafone.com/human-rights The risks to people working in our supply chain are another area of focus for us. We manage these risks through our supply chain management programme which assesses our suppliers for indicators such as forced labour and other risks to human rights, such as health and safety. We also believe in supporting the responsible sourcing of minerals globally. Although we do not source minerals ourselves, we follow the best practice of the OECD Due Diligence Guidance to understand whether our manufactured products include minerals which have been sourced from smelters taking a responsible approach to sourcing. Click to read more about our Conflict Minerals Reports and Statement: vodafone.com/responsibleminerals Our human rights programme also addresses a broader range of human rights risks, such as those relating to the design and deployment of artificial intelligence, children’s rights, data ethics and risks we may become connected with through our broader value chain, such as enterprise customers or partner markets. Our approach We conduct due diligence to help make sure that we respect human rights. Due diligence comes in various forms and at different moments in our operations: it may be an independent human rights risk assessment for a new market entry as we did for Ethiopia during the year, a thematic impact assessment such the child rights assessment completed in FY21 and actioned this year, or it may be the ongoing assessments we do when considering new markets. The nature of our business also means that we often grapple with novel issues concerning data ethics: for example, this year our Purpose and Reputation Steering Committee considered the right balance between our GDPR obligations to safeguard customer information, and our responsibility to respect our employees’ privacy when working with such data from home. The committee also approved principles to underpin our Artificial Intelligence Framework which helps to determine which uses of artificial intelligence require higher levels of approval within Vodafone. Click to read more about our Artificial Intelligence Framework: vodafone.com/ai-framework We follow up assessments with mitigating actions, such as contractual commitments to respect human rights in our partner market agreements, and in our enterprise customer contracts. Last year we reported that we had conducted a child rights assessment. This year we have started to implement the recommendations focusing first on updating our child protection policy for the digital world, to a broader children’s rights policy. Anyone who works for us can use Speak Up to raise concerns about human rights issues. For example, this year we received a query relating to our use of suppliers and their reputation for responsible business conduct with respect to their work with customers other than Vodafone. The case was investigated and discussed by our Purpose and Reputation Steering Committee, and as a result contractual assurances to respect human rights were put in place with the supplier. Governance The Chief External and Corporate Affairs Officer oversees our human rights programme and is a member of the Executive Committee. The senior human rights manager manages our programme, with the support of a cross-functional internal Human Rights Advisory Group, comprising senior managers responsible for: privacy, security, responsible sourcing, and diversity and inclusion, amongst others. We report regularly on our progress to the Purpose and Reputation Steering Committee, which assists the Executive Committee in fulfilling duties with regards to our purpose, reputation management and policy. Our Human Rights Policy Statement details how we do this, and is backed up by our internal Human Rights Policy which sets out how our people must ensure we respect human rights, including steps to take through our other aligned policies, such as those covering child protection, conflict minerals, health, safety and wellbeing, human resources, privacy management and law enforcement assistance. Click to read our Human Rights Policy Statement: vodafone.com/human-rights-policy-statement Human rights risks As a global telecommunications operator, we connect people. This means that our most significant human rights risks relate to our customers’ rights to privacy (concerning their data that we safeguard) and freedom of expression (in terms of their access to information, through the connections we provide). Local laws and regulations can mandate that telecommunications operators must provide assistance to governments, and we must comply with lawful government requests as part of our operating licences. This might include the disclosure of customer information, or limiting access to digital networks and services. However, our internal law enforcement assistance policy guides us on how to do this in a rights-respecting way. We also publicly advocate for these powers to conform to international human rights standards both through our own transparency reporting and our membership of the Global Network Initiative (‘GNI’). Click to read more about how we handle law enforcement demands: vodafone.com/ handling-law-enforcement-demands Click or scan to watch a video summarising our human rights approach: investors.vodafone.com/videos

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Strategic report Governance Financials Other information 55 Vodafone Group Plc  Annual Report on Form 20-F 2022 Our approach When new suppliers tender for work, they are asked to demonstrate policies and procedures that support safe working, diversity in the workplace and to address carbon reduction, renewable energy, plastic reduction, circular economy and product life-cycle which account for up to 20% of the overall evaluation criteria. Commitments made by our suppliers are assessed against our own purpose strategy with respect to diversity & inclusion (5%), the environment (5%) and health & safety (10%) in categories where there is a safety risk. We have included purpose criteria in all FY22 tenders. Our requirements are backed up by risk assessments, audits and operational improvement processes, which are included in suppliers’ contractual commitments. Some site audits are conducted by the Joint Alliance for CSR (‘JAC’), formerly known as the Joint Audit Cooperation, an association of telecommunications operators established to improve ethical, labour and environmental standards in the technology supply chain, which Vodafone chairs. This year, 71 site assessments were conducted (either by Vodafone or through JAC). This year we have launched an improved supplier qualification process which uses a risk based assessment to review compliance for any new suppliers across 13 countries. The roll-out to remaining operations is subject to consultation with the respective workers’ councils. We report on our approach to preventing modern slavery and human trafficking in our business and supply chain in our annual Modern Slavery Statement. Click here to read our Modern Slavery Statement: vodafone.com/modern-slavery-statement Governance The Chief Financial Officer oversees our supply chain and is a member of the Executive Committee and Board. Reporting to the Chief Financial Officer, the Chief Executive Officer of the VPC is responsible for the implementation of our Code of Ethical Purchasing. Progress is reported regularly to the Vodafone Procurement Company Board. Procurement is a highly centralised function within the business, with the majority of our external spend managed by VPC. This enables us to maintain a consistent approach to supplier management and makes it easier to monitor and improve supplier performance across our markets. Collaboration We play our part in developing the global understanding of what businesses should do to respect human rights. We are a member of the Global Network Initiative, alongside other initiatives such as the United Nations B-Tech Project which convenes business, civil society and government to advance implementation of the UN Guiding Principles in the tech sector. This year, we were recognised in the Global Child Forum Benchmark, the State of Children’s Rights and Business 2021, as a leader and the top scoring company in the Technology and Telecommunications sector. Responsible supply chain We spend approximately €24 billion a year with around 9,000 direct suppliers around the world to meet our businesses’ and customers’ needs across network infrastructure, IT and services related to fixed lines, mobile masts and data centres that run our networks. The majority of our external spend is managed by our Vodafone Procurement Company (‘VPC’), based in Luxembourg, and our shared services (‘_VOIS’), based in Ahmedabad, India. Our next largest area of spend is on the products we sell to our customers, including mobile phones, tablets, SIM cards, broadband routers, TV set-top boxes and IoT devices. This centralised approach helps to ensure that we maintain a consistent approach to supplier management across Vodafone, from on boarding and vetting a supplier, to raising orders and paying for delivered goods and services. Supply chain risks The main risks in our supply chain relate to three key areas: health and safety matters related to non-compliant fire safety measures; excessive working hours compounded by COVID-19 disruption and environmental matters related to non-compliant chemical storage and lack of carbon reduction programmes. This year, these three risks made up 77% of all non-compliances found in our supply chain through our assessments. Suppliers that do not meet our standards are provided with a corrective action plan to address any areas for improvement and are required to submit evidence that this has been completed. Policy Every supplier that works for Vodafone is required to comply with our Code of Ethical Purchasing. These commitments extend down through the supply chain so that a supplier with which we have a direct contractual relationship (Tier 1 supplier) in turn is required to ensure compliance across its own direct supply chain (Tier 2 supplier from Vodafone’s perspective) and beyond. The Code of Ethical Purchasing is based on international standards, including the Universal Declaration of Human Rights and the International Labour Organization’s Fundamental Conventions on Labour Standards. It stipulates the social, ethical, and environmental standards that we expect, including areas such as child and forced labour, health and safety, working hours, discrimination and disciplinary processes. Click here to read our Code of Ethical Purchasing: vodafone.com/code-of-ethical-purchasing

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Strategic report Governance Financials Other information 56 Vodafone Group Plc  Annual Report on Form 20-F 2022 Responsible business (continued) Anti-bribery and corruption At Vodafone, we support and foster a culture of zero tolerance towards bribery or corruption in all our activities. Our anti-bribery policy Our policy on this issue is summarised in our Code of Conduct and states that employees or others working on our behalf must never offer or accept any kind of bribe. Our anti-bribery policy is consistent with the UK Bribery Act and the US Foreign Corrupt Practices Act, and provides guidance about what constitutes a bribe and prohibits giving or receiving any excessive or improper gifts and hospitality. Any policy breaches can lead to dismissal or termination of contract. Click here to read our Code of Conduct: vodafone.com/code-of-conduct Facilitation payments are strictly prohibited and our employees are provided with practical training and guidance on how to respond to demands for facilitation payments. The only exception is when an employee’s personal safety is at risk. In such circumstances, when a payment under duress is made, the incident must be reported as soon as possible afterwards. To support our approach, Vodafone is also a member of Transparency International UK’s Business Integrity Forum. Governance and risk assessment Our Chief Executive and Executive Committee oversee our efforts to prevent bribery. They are supported by local market Chief Executive Officers, who are responsible for ensuring that our anti-bribery programme is implemented effectively in their local market. They in turn are supported by local specialists and by a dedicated Group team that is solely focused on anti-bribery policy and compliance. The Risk and Compliance Committee assists the Executive Committee in fulfilling duties with regards to risk management and policy compliance. As part of our anti-bribery programme, every Vodafone business must adhere to minimum global standards, which include: – Ensuring there is a due diligence process for suppliers and business partners at the start of the business relationship; – Completion of the global e-learning training for all employees, as well as tailored training for higher risk teams; and – Using Vodafone’s global online gift and hospitality registration platform, as well as ensuring there is a process for approving local sponsorships and charitable contributions. The risks we face evolve constantly but broadly fall into the areas summarised in the table below, which outlines the principal risk categories and the mitigation measures adopted. Business integrity We are committed to ensuring that our business operates ethically, lawfully and with integrity wherever we operate as this is critical to our long-term success. Tax and economic contribution As a major investor, taxpayer and employer, we make a significant contribution to the economies of the countries where we operate. In addition to direct and indirect taxation, our financial contributions to governments also include other areas such as radio spectrum fees and spectrum auction proceeds. Scan or click to watch our Group Head of Tax summarise our approach to taxation: investors.vodafone.com/videos Tax transparency Our most recent tax report sets out our total contribution to public finances on a cash-paid basis for both 2019 and 2020. In 2021, we contributed, directly and indirectly, more than €9.6 billion to public finances worldwide, compared with €9.4 billion in 2020. The year-on-year increase was due to higher spectrum payments in 2021. In 2021, we paid €2.4 billion in direct taxes, including more than €1.1 billion in corporate income taxes, nearly €1.5 billion via non-taxation based revenue mechanisms, such as payments for the right to use spectrum, and collected nearly €5.7 billion of indirect taxes for governments around the world. Acting with integrity in the creation and execution of our tax strategy, policies and practices is absolutely core to our approach to tax, as is our commitment to transparency. We disclose our financial contributions to governments at a country level, as we believe this is an important way to demonstrate that it is possible to achieve an effective balance between a company’s responsibilities to society as a whole, through the payment of taxes and other government revenue-raising mechanisms, and its obligations to its shareholders. The information we share aims to help our stakeholders understand our approach, policies and principles. We also share our views on key topics of relevance, including the latest on the taxation of the digital economy, as well as publishing our OECD country-by-country disclosure, as submitted to the UK’s tax authority (HMRC), as well as how our disclosures compare to the B Team tax principles and the requirements of the Global Reporting Initiative. Our tax report for 2022 will be published by the end of the year, following the submission of our tax returns and payment of all applicable taxes. Click here to read more about our tax and economic contribution to public finances: vodafone.com/tax

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Strategic report Governance Financials Other information 57 Vodafone Group Plc  Annual Report on Form 20-F 2022 Risk Response Operating in high-risk markets We undertake biennial risk assessments in each of our local operating companies and at Group, so we can understand and limit our exposure to risk. Business acquisition and integration Anti-bribery pre and post acquisition due diligence is carried out on a target company. Red flags identified during the due diligence process are reviewed and assessed. Following acquisition, we implement our anti-bribery programme. Spectrum licensing To reduce the risk of attempted bribery, a specialist spectrum policy team oversees our participation in all negotiations and auctions. We provide appropriate training and guidance for employees who interact with government officials on spectrum matters. Building and upgrading networks Our anti-bribery policy makes it clear that we never offer any form of inducement to secure a permit, lease or access to a site. We regularly remind all employees and contractors in network roles of this prohibition, through tailored training sessions and communications. Working with third parties Suppliers and other relevant third parties working for or on behalf of Vodafone, must comply with the principles set out in our Code of Conduct and Code of Ethical Purchasing, as well as have programmes in place to ensure suppliers’ employees and contractors are aware of these policies. Third-party due diligence is completed at the start of our business relationship with suppliers, other third parties and partners. Through their contracts with us, our suppliers, partners and other third parties make a commitment to implement and maintain proportionate and effective anti-bribery compliance measures. We regularly remind current suppliers of our policy requirements and complete detailed compliance assessments across a sample of higher-risk and higher-value suppliers. Select high-risk third parties are trained to ensure awareness of our zero-tolerance policy. Winning and retaining business We provide targeted training for our Vodafone Business and Partner Markets sales teams. In addition, we also maintain and monitor a global register of gifts and hospitality to ensure that inappropriate offers are not accepted or extended by our employees. Engaging employees to raise awareness of bribery risk We run a multi-channel high-profile global communications programme, ‘Doing What’s Right’, to engage with employees and raise awareness and understanding of the policy. The ‘Doing What’s Right’ programme features e-learning training, including a specific anti-bribery module. The latest anti-bribery module, DWR 3.0, was launched in September 2021 and is a video-based module requiring employees to identify risks they see playing out in the conversations on screen. Currently approximately 80% of the employees that were assigned the training have completed it and the training has received a five star rating from employees. For higher-risk employees, additional tailored training programmes are used to cover relevant scenarios for those employees. Assurance Implementation of the anti-bribery policy is monitored regularly in all local markets as part of the annual Group assurance process, which reviews key anti-bribery controls. Due to the challenging travel conditions during the year, self-assessments and quality reviews were undertaken instead of local market visits in Egypt, Lesotho, Vodafone Procurement Company and Vodafone Roaming Services. We also conducted a thematic review across the key areas of high-risk sales intermediaries and representatives, and provided training to high-risk employees in Czech Republic, Ireland, Portugal and Romania. Further to this, Internal Audit completed audits of the anti-bribery programme in a number of local markets in Europe and Africa. The reviews demonstrate good implementation of the anti-bribery programme. Some areas for improvement relating to third-party risk management and training of high-risk employees were identified and appropriate action plans to improve the control environment were put in place.

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Strategic report Governance Financials Other information 58 Vodafone Group Plc  Annual Report on Form 20-F 2022 Reporting requirement Vodafone policies and approach Section within Annual Report Page(s) Environmental matters Planet performance Planet 41-44 Climate change risk Principal risk factors and uncertainties 59-67 Employees Code of Conduct Responsible business and anti-bribery and corruption 47, 56 Occupational health and safety Health and safety 52-53 Diversity and inclusion Workplace equality 38-40 Social and community matters Driving positive societal transformation performance Inclusion for All 36-40 Digital Society 44-45 Stakeholder engagement Stakeholder engagement 14-15 Mobiles, masts and health Mobiles, masts and health 53-54 Human rights Human rights approach Human rights 54-55 Code of Ethical Purchasing Responsible supply chain 55 Modern Slavery Statement Responsible supply chain 55 Anti-bribery and corruption Code of Conduct Responsible business 47 Anti-bribery policy Anti-bribery and corruption 56 Speak Up process Responsible business 47 Policy embedding, due diligence and outcomes Purpose, sustainability and responsible business 36-57 Principal risk factors and uncertainties 59-67 Description of principal risks and impact of business activity Principal risk factors and uncertainties 53-67 Description of business model Business model 10 Non-financial key performance indicators Financial and non-financial performance Purpose, sustainability and responsible business 4-5 36-57 UK Streamlined Energy and Carbon Reporting (‘SECR’) In accordance with SECR requirements, this provides a summary of GHG emissions and energy data for Vodafone UK, in comparison with global performance. Group (excluding Vodafone UK) Vodafone UK Vodafone UK % proportion of Group data Scope 1 GHG emissions (million tonnes CO2e) 0.26 0.01 4 Scope 2 market-based GHG emissions (million tonnes CO2e) 0.78 0.03 4 Scope 2 location-based GHG emissions (million tonnes CO2e) 1.85 0.13 7 GHG emissions per EUR million of revenue (tonnes of CO2e) 26.77 7.35 – Total energy consumption (GWh) 5,261 664 13 Non-Financial information Non-financial information statement The table below outlines where the key content requirements of the non-financial information statement can be found within this document (as required by sections 414CA and 414CB of the Companies Act 2006). Vodafone’s sustainable business reporting also follows other international reporting frameworks, including the Global Reporting Initiative, the SASB Standards, CDP and GHG Reporting Protocol. Click to download our ESG Addendum: investors.vodafone.com/esgaddendum Click to read our SASB disclosures: investors.vodafone.com/sasb

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Strategic report Governance Financials Other information 59 Vodafone Group Plc  Annual Report on Form 20-F 2022 Overview of risk governance structure Principal risk factors and uncertainties Board/Audit and Risk Committee – Provide oversight for the Vodafone Group – Discuss, challenge and make a robust assessment of principal and emerging risks – Ensure appropriate risk culture is embedded throughout the organisation Local oversight committees Provide oversight for the local risk management programme Local risk managers Contact point for each market/entity on risk, facilitate all activities as defined by the global risk management framework Local market CEOs Set local objectives, identify priority risks and align tolerance levels with the Vodafone Group guidance Local risk owners Senior managers in local management teams are responsible for local risks and the local risk programme to manage, measure, monitor and report on the risks Risk and Compliance Committee – Reviews principal, watchlist and emerging risks – Reviews effectiveness of risk management across the Group Group risk team – Responsible for the application of the global risk management framework – Supports the Board/ExCo by creating programmes to strengthen our risk culture Group risk owners – ExCo risk owners have responsibility for management of the risk assigned to them – Senior executive risk champions identify and implement mitigating actions Assurance Business assurance functions Review and provide assurance over business controls for the Group and local markets Internal Audit Supports the Audit and Risk Committee in reviewing the effectiveness of the global risk management framework and management of individual risks Vodafone Group Local markets or Group entities Managing risks and uncertainties is an integral part of successfully executing our strategic objectives and delivering our long-term success. Risks are not static and as the environment changes, so do risks – some diminish or increase, while new risks appear. Identifying our risks The objective of the risk management function is to make risk meaningful and relevant to the delivery of the Vodafone strategy, acting as an enabler that helps make informed decisions across both the Group and our local markets. We take an end-to-end approach to risk management within Vodafone. We start by identifying and assessing risks which could affect the local strategy and operations in all local markets and Group entities. A consolidated list of these risks is then presented to a selection of Group senior leaders and executives, alongside the outputs from our external risk scanning exercise. Applying a Group-wide perspective, these executives evaluate and determine the top risks warranting further exploration. The proposed principal risks (pages 60 to 63), emerging risks and risk watchlist (page 64) are agreed by our Executive Committee (‘ExCo’) before being submitted to the Audit and Risk Committee and the Board for scrutiny and approval. Identifying our risks Managing our risks We assign each of our risks to a category (strategic, operational or financial – see next page) and identify the source of the threat (internal or external). This approach enables a better understanding of how we should treat the risk and provide the right level of oversight and assurance. Executive risk owners are accountable for confirming adequate controls are in place and that the necessary treatment plans are implemented to bring the risk within an acceptable tolerance level. We continue to monitor the status of our risk treatment plans across the year and perform in-depth reviews of our risks which are presented to the relevant oversight committees. Read more about the Audit and Risk Committee on pages 83 to 88 We also develop severe but plausible scenarios for each principal risk, which provide additional insights into possible threats and enable a better risk treatment strategy. Scenarios are also used for the purpose of assessing our viability. Read more about our viability statement on page 65 The diagram below shows a simplified, high-level governance structure for risk management.

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Strategic report Governance Financials Other information 60 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strategic Risks affecting the execution of our strategy: A Adverse political and policy environment B Strategic transformation C Disintermediation D Infrastructure competitiveness E Portfolio transformation F Adverse market conditions Financial Risk related to our financial status, standing and continued growth: G Adverse changes in macroeconomic conditions Operational Risks impacting our operations: H Cyber threat I Supply chain disruption J Technology resilience and future readiness Risk order is based on the category and not risk ranking Customer commitments Best connectivity products & services Leading innovation in digital services Outstanding digital experiences Our strategy Enabling strategies Simplified & most efficient operator Social contract shaping digital society Leading gigabit networks Principal risk factors and uncertainties (continued) Risk categorisation and interdependencies Operatio n a l S tra te gic Fi na ncial J H I B C E D F G A By analysing the correlation between risks, we can identify those that have the potential to impact or increase other risks and ensure they are weighted appropriately. This exercise also informs our scenario analysis, particularly the combined scenario used in the long-term viability statement. Read more about our viability statement on page 65 Key:   External   Internal   Bidirectional   Unidirectional  Principal risks Cyber threat Description An external attack, insider threat or supplier breach has in the past and may in the future cause service interruption or confidential data breaches. Scenario Each year we model a severe but plausible scenario. These have included attacks on core infrastructure, a bulk data breach and loss of major customer facing systems. We perform regular cyber crisis simulations with senior management in our markets and Group functions using a tailored set of scenarios. Emerging threats Cyber risk is constantly evolving in line with technological and geopolitical developments. We anticipate threats will continue from existing sources, but also evolve in areas such as 5G, IoT, vendor software integrity, quantum computing and the use of AI and machine learning. Read more about cyber and an incident that affected Portugal under ‘Vodafone Portugal incident’ on page 51, which is incorporated herein by reference Risk ranking movement Risk owner Group Technology Officer Our strategy Year-on-year risk ranking movement Increasing Decreasing No change New risk NEW

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Strategic report Governance Financials Other information 61 Vodafone Group Plc  Annual Report on Form 20-F 2022 Supply chain disruption Adverse political and policy environment Strategic transformation Customer commitments Best connectivity products & services Leading innovation in digital services Outstanding digital experiences Our strategy Enabling strategies Simplified & most efficient operator Social contract shaping digital society Leading gigabit networks Description Disruption in our supply chain could mean that we are unable to execute our strategic plans, resulting in increased cost and reduced choice as well as service quality. Description An adverse political and policy environment could impact our strategy and result in increased costs, create competitive disadvantage or have negative impact on our return on capital employed. Description Failure to effectively execute the transformational activities to deliver on our strategy could result in loss of business value and/or additional cost. Scenario Political decisions or environmental disasters affecting our ability to use equipment from specific vendors could cause trade and supply chain disruptions. Emerging threats We are reliant on a number of key suppliers, capable of providing infrastructure needed to run our network or products needed to sell to our customers, who in turn require critical components such as chipsets, which could be adversely impacted by global supply disruption factors. Changes in political landscape, outside of Vodafone’s control, for example, between US and China or long-term impacts from the war in Ukraine may significantly impact upgrading and maintaining our network or impact product availability when requested by our customers. Disruption may lead to an increase in our costs from areas such as higher raw material prices, energy and shipping costs. Scenario Exposure to additional liabilities and reputational damage, triggered by policy maker and/or regulatory authority interventions, or if tax laws were to adversely change in the markets in which we operate. Emerging threats Regulations are becoming geographically more diverse and fragmented with increases in protectionist behaviours, re-emergence of preference for national champions, tax increases and heightened demands from an ESG perspective. Scenario The inability to achieve the expected benefits through transformation activities whilst evolving to a new generation connectivity and digital services provider for Europe and Africa. Emerging threats The increased pace of change in the organisation means we have to monitor and maintain the required culture and skillset to support our transformational initiatives. Competitors in the new service categories are digital native, so transforming our agile delivery capabilities will be critical. Externally, as customer behaviours and their preferences change, we might have to adapt our transformation programmes accordingly. Risk ranking movement Risk owner Chief Financial Officer Our strategy NEW Risk ranking movement Risk owner Chief External and Corporate Affairs Officer/ Chief Financial Officer Our strategy Risk ranking movement Risk owner Chief Commercial Officer/ Chief Human Resources Officer Our strategy Year-on-year risk ranking movement Increasing Decreasing No change New risk NEW

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Strategic report Governance Financials Other information 62 Vodafone Group Plc  Annual Report on Form 20-F 2022 Disintermediation Infrastructure competitiveness Description Failure to meet customers’ expectations with best available broadband technology in our fixed and mobile networks could lead to loss of revenue. Description Failure to effectively respond to threats from emerging technology or disruptive business models could lead to a loss of customer relevance, market share and new/existing revenue streams. Description Adverse changes to economic conditions could result in reduced customer spending, higher interest rates, adverse inflation, or foreign exchange rates. Adverse conditions could also lead to limited debt refinancing options and/or increase in costs. Adverse changes in macroeconomic conditions Customer commitments Best connectivity products & services Leading innovation in digital services Outstanding digital experiences Our strategy Enabling strategies Simplified & most efficient operator Social contract shaping digital society Leading gigabit networks Scenario Large technology players invest in products impacting our customer relationships, cannibalising existing revenues and limiting future growth opportunities in digital services in Vodafone Business. Emerging threats Emerging risks span both Consumer and Business segments. In the Consumer segment, the growing choice of communication solutions could threaten our core business, while streaming services could threaten our TV business. In the Business segment, large technology players could attempt to move further along the telecommunication sector’s value chain. Scenario A severe contraction in economic activity leads to lower consumer spending and lower cash flow generation for the Group and disruption in global financial markets impacts our ability to refinance debt obligations as they fall due. Emerging threats Because this is an externally driven risk, the threat environment is continually changing. External factors such as the war in Ukraine or a potential sovereign debt crisis could have future impacts on economic activity across our markets. The financial markets are currently experiencing high levels of volatility, and both sovereign debt and inflation have reached record levels. These could lead to a significant change in the availability and cost of capital. Scenario Competitors target our customers by overbuilding our fixed connectivity network or accelerating their deployment of 5G mobile connectivity network or data usage growth accelerates, requiring us to accelerate the rate of investment or become uncompetitive through underinvesting Emerging threats New and emerging applications require not just low latency but also low jitter (no variation in latency). High-end gaming, Augmented reality/Virtual reality and future Metaverse applications using holographic displays and haptic feedback sensors for immersive experiences may require higher upstream speeds with low latency and low jitter which is a challenge today for both fixed and mobile networks. Principal risk factors and uncertainties (continued) Risk ranking movement Risk owner Group Technology Officer Our strategy NEW Risk ranking movement Risk owner Chief Commercial Officer/ CEO Vodafone Business Our strategy Risk ranking movement Risk owner Chief Financial Officer Our strategy Year-on-year risk ranking movement Increasing Decreasing No change New risk NEW

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Strategic report Governance Financials Other information 63 Vodafone Group Plc  Annual Report on Form 20-F 2022 Portfolio transformation Adverse market conditions Description Failure to effectively execute on plans to transform and shape the portfolio could result in failure to deliver growth in revenue and improved returns. Description Increasing competition could lead to price wars, reduced margins, loss of market share and/or damage to market value. Technology resilience and future readiness Description Network, IT or platform outages and/or any delays delivering our IT modernisation programme could lead to dissatisfied customers and/or impact revenue. Customer commitments Best connectivity products & services Leading innovation in digital services Outstanding digital experiences Our strategy Enabling strategies Simplified & most efficient operator Social contract shaping digital society Leading gigabit networks Scenario We are not an active participant of in-market consolidation in key markets and do not benefit from the resulting synergies. Emerging threats Regulatory approach to in-market consolidation may not change in the direction expected, limiting opportunities for value accretive in-market consolidation. The cost of financing transactions could also be impeded by a higher cost of capital with the current inflationary environment resulting in increased interest rates. Scenario Aggressive pricing, accelerated customer losses to aggressive low value players on mobile and fixed, and disruptive new market entrants in key European markets result in greater customer churn and pricing pressures impacting our financial position. Emerging threats While emerging threats often depend on individual market structures and the competitive landscape, external factors such as the war in Ukraine and the pandemic present common global trends. The global sanctions, global energy prices, and record high inflation levels could potentially threaten disposable income available for connectivity. Scenario A major outage in a critical data centre could reduce service to customers, affecting revenue and reputation. Emerging threats Extreme weather events may increase the likelihood or frequency of technology failure. Additionally, deliberate attacks on national critical infrastructure could increase during war or volatile periods. For IT transformation the increasing pace of change of customer needs and the market environment may have an impact on the scope and timeliness of the transformation programmes, thereby increasing the likelihood that they do not deliver the benefits they set out to achieve. Risk ranking movement Risk owner Chief Executive/ Chief Financial Officer Our strategy Risk ranking movement Risk owner Chief Commercial Officer Our strategy NEW Risk ranking movement Risk owner Group Technology Officer Our strategy NEW Year-on-year risk ranking movement Increasing Decreasing No change New risk NEW

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Strategic report Governance Financials Other information 64 Vodafone Group Plc  Annual Report on Form 20-F 2022 Key changes to our principal risks: – The scope of the Strategic transformation principal risk has been clarified to focus on sub-risks that are more within our control internally. We have included product innovation and delivery as a sub-risk, which was previously reported in the Disintermediation principal risk. The Portfolio transformation element has been removed and now forms a standalone risk. – A new risk Supply chain disruption has been introduced. This risk expands on the geopolitical elements, (previously covered within Geopolitical risk in supply chain principal risk) and covers a broader range of supply chain risks. – Technology failure has been combined with IT transformation in a new risk Technology resilience and future readiness. – Global economic disruption has been renamed Adverse changes in macroeconomic conditions. The risk includes inflation, interest rates and exchange rates, in addition to liquidity and market access which were included in previous years. – A new risk, Infrastructure competitiveness, was included as a principal risk. – Legal and regulatory compliance has been removed from the principal risk list, however, it will still be tracked through our risk watchlist (see section below). Watchlist risks Our watchlist risk process enables us to monitor material risks to Vodafone Group which fall outside of our top principal risks list. These include, but are not limited to: Legal compliance The legal compliance risk is made up of multiple sub-risks (sanctions and trade controls, competition law, anti-bribery and anti-money laundering). Read more about ‘Doing What’s Right’ training on page 47 Data management and privacy As data volumes continue to grow and regulatory and customer scrutiny increases, it is important that we manage our privacy risks effectively. We categorise data privacy risk into three main areas: – Collection: collection of personal data without permissions or excessive collection of data; – Access & use: use of personal data for unauthorised purposes, excessive data retention or poor data quality; and – Sharing: unauthorised disclosure of personal data, including supplier non-compliance with the law or our own policies. Read more about privacy on pages 47 to 49 Electromagnetic field (‘EMF’) The health and safety of our customers and the wider public has always been, and continues to be, a priority for us. We know that some people are concerned about whether there are risks to health from mobile phones and radio masts. We refer to the current body of scientific evidence so that the services and products we provide are within prescribed safety limits and adhere to all relevant standards and national laws. Climate change As part of our commitment to operate ethically and sustainably, we are dedicated to understanding climate-related risks and opportunities and embedding responses to these into our business strategy and operations. Material climate-related risks Physical risks: – Damage to infrastructure caused by increasing frequency and severity of extreme weather events, including wildfires, flooding, and storms – Damage to infrastructure caused by sea level rise – Interruption or reduction in the quality of our wireless services due to increased precipitation Transition risks: – Changing consumer preferences impacting our revenues and market share – Increasing energy consumption due to increased global temperatures – Changing cost of carbon impacting costs to meet our net zero traget – Increasing risk of litigation around climate action – Increase in carbon taxation – Changes in regulation over infrastructure efficiency – Increasing scrutiny from investors and failure to meet environmental targets impacting reputation – Third-party dependency impacting our ability to meet carbon targets and improve efficiencies Read more about the Task Force on Climate-related Financial Disclosures (‘TCFD’) on pages 66 to 67 Emerging risks We face a number of uncertainties where an emerging risk may potentially impact us in the longer term. In some cases, there may be insufficient information to understand the likelihood, impact or velocity of the risk. We also might not be able to fully define a mitigation plan until we have a better understanding of the threat. We continue to identify new emerging risk trends, using the input from analysis of the external environment. Furthermore, we have strengthened the identification process by involving our functional experts and our global risk community in this emerging risk scanning exercise. Once the emerging risks are prioritised by the functional experts, scenarios are created to assist in the analysis of each risk. These emerging risks and scenarios are provided to the Risk and Compliance Committee and the Audit and Risk Committee for further scrutiny. During the year, three additional emerging risks were added to our list: – Inflation (beyond a three-year period); – Generation Z as customers; and – Disintermediation (beyond a three-year period). Macro factors affecting the risk profile We continue to closely monitor the ongoing effects on the economy and operations brought on by the turmoil from the COVID-19 pandemic. We continue to implement treatment plans throughout our business to reduce the impact. Given that the current geopolitical environment is evolving and continues to develop we continue to consider the consequential impacts for the Group and its operations. Multiple scenarios have been evaluated to identify consequential risks and what management actions would be required. Read more in the mega trends section on pages 12 and 13 Principal risk factors and uncertainties (continued)

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Strategic report Governance Financials Other information 65 Vodafone Group Plc  Annual Report on Form 20-F 2022 The preparation of the LTVS includes an assessment of the Group’s long-term prospects in addition to an assessment of the ability to meet future commitments and liabilities as they fall due over the three-year review period. Assessment of viability The Board has chosen a three-year period to assess Vodafone Group’s viability, a period in which we believe our principal risks tend to develop. This time horizon is also in line with the structure of long-term management incentives and the outputs from the long range business planning cycle. We continue to conduct financial stress testing and sensitivity analysis, considering revenues at risk as well as the impact of our response plan to the crisis. The assessment of the viability started with the available headroom as of 31 March 2022 and considered the plans and projections prepared as part of the forecasting cycle, which include the Group’s cash flows, planned commitments, required funding and other key financial ratios. We also assumed that debt refinance will remain available in all plausible market conditions. Finally, we estimated impact of severe but plausible scenarios for all of our principal and emerging risks on the three-year plan and, in addition, stress tested a combined scenario taking into account the risk interdependencies as defined on the diagram on page 60, where the following risks were modelled as materialising in parallel over the three-year period: Cyber threat: A cyber-attack exploits vulnerabilities allowing access to IT and network systems, leading to breach in information and a GDPR fine. The cyber threat level increased as a result of geopolitical tension. Supply chain disruption: Disruptions brought on by logistic challenges and supplier price increases, due to the volatile geopolitical environment (including the war in Ukraine). Adverse changes in macroeconomic conditions: A global economic crisis resulting in reduced telco spending from businesses and consumers, increased inflation, as well as limited access to financial markets and availability of liquidity. Assessment of prospects Assessment of viability Outlook, strategy & business model Outlook of possible long-term scenarios expected in the sector and the Group’s current position to face them Assessment of the key principal risks that may influence the Group’s long-term prospects Articulation of the main levers in the Group’s strategy and business model ensuring the sustainability of value creation Long Range Plan is the three-year forecast approved by the Board on an annual basis, used to calculate cash position and headroom Headroom is calculated using cash, cash equivalents and other available facilities, at year end Sensitivity analysis to assess the level of decline in performance that the Group could withstand, were a black swan event to occur Severe but plausible scenarios modelled to quantify the cash impact of an individual principal risk materialising over the three-year period Quantification of the cash impact of combined scenarios where multiple risks materialise across one or more markets, over the three-year period Viability results from comparing the cash impact of severe but plausible scenarios on the available headroom, considering additional liquidity options Long-term viability statement Disintermediation: A continued and uninterrupted growth of technology giants and new entrants could impact our business revenue and overall financial performance. Assessment of long-term prospects The Board undertakes a robust review and challenge of the strategy and assumptions. Each year the Board conducts a strategy session, reviewing the internal and external environment as well as significant threats and opportunities to the sustainable creation of long-term shareholder value (note that known emerging threats related to each principal risk are described on pages 60 to 63). As an input to the strategy discussion, the Board considers the principal risks (including Cyber threats, Supply chain disruption, Adverse changes in macroeconomic conditions, and Disintermediation) with the focus on identifying underlying opportunities and setting the Group’s future strategy. The output from this session is reflected in the strategic section of the Annual Report (pages 10 to 13), which provides a view of the Group’s long-term prospects. Conclusions The Board assessed the prospects and viability of the Group in accordance with provision 31 of the UK Corporate Governance Code, considering the Group’s strategy and business model, and the principal risks to the Group’s future performance, solvency, liquidity and reputation. The assessment takes into account possible mitigating actions available to management were any risk or combination of risks to materialise. Cash and cash equivalents available of €7.5bn (page 176) as of 31 March 2022, along with options available to reduce cash outgoings over the period considered, provide the Group with sufficient positive headroom in all scenarios tested. Reverse stress testing on revenue and EBITDAaL over the review period confirmed that the Group has sufficient headroom available to face uncertainty. The Board deemed the stress test conducted to be adequate and therefore confirm that they have a reasonable expectation that the Group will remain in operation and be able to meet its liabilities as they fall due up to 31 March 2025. Long-term viability statement Directors confirm that they have reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period Sensitivity analysis Principal risks Combined scenario

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Strategic report Governance Financials Other information 66 Vodafone Group Plc  Annual Report on Form 20-F 2022 We recognise that climate change poses a number of physical (i.e. extreme weather events) and transition-related (i.e. related to moving to a greener economy) risks and opportunities for our business. As part of our commitment to operate ethically and sustainably, we strive to understand climate-related risks and opportunities and embed responses to these into our business strategy and operations. We have been aligning our internal processes with the recommendations of the Task Force on Climate-related Financial Disclosures (‘TCFD’) for the last three years and will continue to enhance our policies, processes and reporting with respect to the TCFD recommendations. Our progress is summarised in this section. TCFD recommendations We are fully compliant with eight out of 11 TCFD recommendations for the year ended 31 March 2022. There are certain recommendations, listed below, where we are currently only partially compliant: – Strategy (financial planning): The majority of the identified material climate-related risks could impact us most significantly in the medium to long term, whereas our current financial planning cycle extends out to five years. As a result, we do not currently fully disclose impacts of climate-related risks and opportunities in the context of financial planning. – Metrics and targets (physical risks): We currently disclose metrics and targets related to the climate-related transition risks as Planet is one of three purpose pillars. The physical climate-related risks that we have identified are more likely to materialise over the longer term and are therefore more difficult to model. As a result, we do not currently disclose metrics and targets related to physical risks but we continue to work on improving the quality and quantity of data to address the gaps. As industry practices evolve and our internal programme matures we will address the gaps in our climate-related risk management approach. Governance Our strategy is approved by the Board which has reviewed Vodafone’s purpose and Planet commitments to reduce our environmental impact, such as reaching ‘net zero’ emissions by 2040. The Board’s Audit and Risk Committee has oversight of our climate-related risks and opportunities. In addition, the Board established an ESG Committee in 2021 to provide oversight of the broader ESG strategy. Read more about the ESG Committee on pages 89 to 90 The Chief External and Corporate Affairs Officer, a member of the Executive Committee, is the sponsor for the Planet agenda as part of our purpose-led strategy and has overall accountability for climate change action within the Group. This includes providing updates to the Board on the progress towards our climate-related goals. The Chief Technology Officer is responsible for the overall management of the physical risks to Vodafone due to the nature of our business. TCFD disclosure Task Force on Climate-related Financial Disclosures Progress Governance a. Describe the board’s oversight of climate-related risks and opportunities b. Describe management’s role in assessing and managing climate-related risks and opportunities Strategy a. Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term b. Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning c. Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario Risk Management a. Describe the organisation’s processes for identifying and assessing climate-related risks b. Describe the organisation’s processes for managing climate-related risks c. Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management Metrics and Targets a. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process b. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks c. Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets Key Compliant with the TCFD recommendations Partially compliant with the TCFD recommendations C PC TCFD recommendations We have considered our ‘comply or explain’ obligation under the UK’s Financial Conduct Authority Listing Rules and have detailed in the table below the 11 TCFD recommendations with which we fully or partially comply with. Progress Progress Progress C C C C C C C C PC PC PC

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Strategic report Governance Financials Other information 67 Vodafone Group Plc  Annual Report on Form 20-F 2022 In addition, at the 2020 AGM shareholders approved the current Remuneration Policy which incorporates our ESG priorities in the executive long-term incentive plan. For FY22, this measure included a specific greenhouse gas reduction ambition linked to our 2025 target of reducing our emissions by 50% from a FY17 baseline. Read more about the Remuneration Report on pages 99 to 112 Strategy This year, we undertook an exercise to refresh the top climate-related risks and opportunities assessment to ensure we are incorporating any changing climate trends or science, as well as new risks and opportunities. The exercise confirmed that the identified risks and opportunities remain largely unchanged from the previous assessment, although some require more attention in the short term due to the macroeconomic environment. In 2020, we adopted three scenarios in line with the Bank of England’s reference climate scenarios, as outlined in their consultation document released in December 2019. We used the outputs of the high-level impact analysis for all material climate-related risks identified in the three different scenarios and over different time horizons to better understand the potential impact on our business. This year, we built on our previous climate scenario work and considered our resilience against key climate-related risks and opportunities. We engaged the relevant stakeholders from across the business to understand and/or monitor the current processes and policies which enable us to mitigate or monitor climate-related risks and capture climate-related opportunities. For each material risk and opportunity, we mapped the current controls in place and the strength of those controls. Overall, we have controls in place for all identified key risks and this helps build resilience against the potential impacts on the business. Physical risks are assessed and considered throughout the critical stages of the asset lifecycle. Environmental risks are assessed ahead of the acquisition of buildings and network equipment. We have teams and processes dedicated to disaster recovery and business continuity. In addition, we mitigate the financial impact of physical risks through insurance and damage response. Our broader Planet strategy, targets and external communications are designed to manage and mitigate the potential impacts of transition risks on the Group. We have specialist teams who monitor and drive progress to maintain and meet expectations from key stakeholders such as customers, suppliers and broader society. Similarly, harnessing our current climate and ESG strategy and monitoring market trends will enable us to also capture opportunities arising from the low-carbon transition. Read more about how our products and services help our customers reduce their emissions on page 43 To continue our TCFD programme, we will conduct a pilot study looking at our physical climate risk for a number of our key assets to allow for a better understanding and quantification of our exposure to physical risks. Risk management Continued alignment of our climate-related risk management process with our global risk management framework is a priority activity. Climate change was discussed and considered during the principal risk assessment process and it was placed on our risk watchlist. Read more about our risk management framework on pages 59 to 60, 64 To ensure a robust assessment of climate-related risks and opportunities we used the following data sources: – Climate-change publications and data; – Guidance from the TCFD on potential risks and opportunities; – Previous year’s assessments; and – Key stakeholders’ inputs via a survey. We evaluated the materiality of the identified risks and opportunities by assessing their likelihood and impact using our global risk management framework. This process helped us determine the relative significance of the climate-related risks in relation to other risks. Due to the nature of the topic, there are many teams across Vodafone that are responsible for managing climate-related risks and we have multiple processes and policies in place to ensure we are managing them effectively. This year, we mapped the key risk and control owners for the material climate-related risks and opportunities. Metrics and targets We use a wide variety of metrics to measure the current and potential impacts of climate-related risks. We have been measuring and reporting on energy and carbon emissions since 2001 and have been responding to CDP’s climate change questionnaire since 2010. Our main carbon emissions metrics are also subject to independent limited assurance. In addition, we have set a number of targets to manage climate-related risks and reduce our impact on the environment, such as reaching ‘net zero’ emissions across our full value chain by 2040 and purchasing 100% renewable electricity in all markets by 2025. From July 2021, our European network is already 100% powered by electricity from renewable sources. Click to download our ESG Addendum: investors.vodafone.com/esgaddendum We constantly seek to refresh and improve our metrics and key risk indicators to better measure and manage climate-related risks and opportunities. We recognise that we need to further mature in this area as industry practices and good-quality data become available. Read more about our existing environmental KPIs on pages 5, 41 to 43 Material climate-related risks and opportunities Physical risks: – Damage to infrastructure caused by increasing frequency and severity of extreme weather events, including wildfires, flooding, and storms – Damage to infrastructure caused by sea level rise – Interruption or reduction in the quality of our wireless services due to increased precipitation Transition risks: – Changing consumer preferences impacting our revenues and market share – Increasing energy consumption due to increased global temperatures – Changing cost of carbon impacting costs to meet our net zero target – Increasing risk of litigation around climate action – Increase in carbon taxation – Changes in regulation over infrastructure efficiency – Increasing scrutiny from investors and failure to meet environmental targets impacting reputation – Third-party dependency impacting our ability to meet carbon targets and improve efficiencies Opportunities: – Improvement in market valuation as a result of changing investor expectations with regard to climate change and our broader ESG performance – Improvement in access to capital due to our sustainability performance – Increasing consumer attractiveness and ability to meet net zero targets through increased energy efficiency and enablement qualities of products and services – Reduced costs through sustainable procurement

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Strategic report Financials Other information Governance Our Board Leadership, governance and engagement Governance at a glance Membership and attendance The table below details the Board and Committee meeting attendance during the year to 31 March 2022. The number of attendances is shown next to the maximum number of meetings the Director was entitled to attend. Ad hoc meetings of the Board and its Committees were also held as required during the year. Name Board Nominations and Governance Committee Audit and Risk Committee Remuneration Committee ESG Committee Sanjiv Ahuja 1/1 – 1/1 – – Sir Crispin Davis 6/71 4/4 – – – Margherita Della Valle 7/7 – – – – Michel Demare 7/7 2/2 5/5 5/5 – Dame Clara Furse 7/7 – – 5/5 2/2 Valerie Gooding 7/7 4/4 – 5/5 2/2 Renee James 2/2 2/2 – 2/2 – Deborah Kerr 1/1 – 1/1 – – Amparo Moraleda 7/7 – 5/5 – 2/2 David Nish 7/7 – 5/5 – – Nick Read 7/7 – – – – Jean-François van Boxmeer 7/7 3/3 – – – Note: 1. Sir Crispin Davis was unable to attend one scheduled meeting of the Board due to ill health. Board evaluation Progress in the year The 2022 Board evaluation reported improvements had been achieved in: – Review of strategy and focus on strategic priorities; – Better aligned metrics and reporting; and – Improved discussion of people and culture. Actions for coming year – Recruit Non-Executive Directors with telecoms and technology experience. – Use small Board groups to focus on particular topics. – Track progress on project execution with timelines and milestones. Read more on page 79 Tenure 3 4 3 7-10 years 3 7-10 years 3 0-3 years 4 4-6 years 3 0-3 years 4 4-6 years 3 Gender diversity 50% Female 5 Female 5 Male 5 Male 5 Independence 1 7 2 Independent 1 NED Chair Independent 1 NED Chair Independent 7 Executive 2 Independent 7 Executive 2 4 5 4 1 4 2 Political/ Regulatory Technology/ Telecom Media Emerging markets Finance Consumer goods and services/ Marketing Skills and expertise of Non-Executive Directors 1 1 2021 2020 2019 2018 2017 2016 2015 2014 2013 20221 Ethnically diverse Ethnically diverse White White Ethnicity 11 10 11 10 11 13 12 11 11 10 2 1 1 1 1 1 2 Senior Board positions Chair Chief Executive Senior Independent Director Chief Financial Officer Note: As at 31 March 2022 Note: 1. Following an unexpected resignation during the year, it is disappointing that we do not currently meet the Parker Review target, however this does not fairly reflect our long-standing commitment to diversity. We continue to take practical and purposeful steps towards enhancing the Board’s diversity. The Nominations and Governance Committee regularly reviews the Board’s composition with a view to ensuring a diverse mix of backgrounds, skills, knowledge and experience as well as deep expertise in technology and telecommunications. Each year, the Board monitors and improves its performance by conducting an annual performance review. 68 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Strategic report Governance Financials Other information Audit and Risk Committee The Committee oversees the Group’s financial reporting, risk management, internal control and assurance processes and the external audit. This includes in-depth reviews of our principal risks, the review of our Annual Report and a programme of deep-dives across multiple business units with a focus on the risk and control environment. The Committee also monitors the activities and effectiveness of the Internal Audit function and has primary responsibility for overseeing the relationship with the external auditor. Deep-dive topics this year were undertaken in cyber threats and information security, privacy and supply chain resilience. Entity deep-dives included Vodafone Business, Vantage Towers, Vodafone Germany, Vodafone Egypt and our shared services centres (_VOIS). Read more on pages 83-88 Recent and prospective appointments Deborah Kerr was appointed to the Board as a Non-Executive Director on 1 March 2022. Deborah brings a wealth of technology expertise across a range of sectors and her knowledge and strategic insights on the technology market provide invaluable experience to the Board as Vodafone continues its evolution into a new generation connectivity and digital services provider. MWM Consulting was engaged as search consultants and an overview of the appointment process is shown below. STEP 1 A detailed role specification was formulated with strong experience in the technology sector a key focus following the departure of a long standing Board member STEP 2 A list of potential candidates from diverse backgrounds was produced STEP 3 Interviews took place with Committee members and the Chief Executive, Nick Read STEP 4 The Committee agreed the preferred candidate for recommendation to the Board In May, we announced that Stephen Carter, Delphine Ernotte Cunci and Simon Segars will be joining the Board as Non-Executive Directors following the Company’s AGM on 26 July 2022, subject to shareholder approval. Stephen brings a track record of value creation and has extensive commercial and regulatory experience in the telecoms and media sectors. Delphine has considerable experience in the telecoms sector and, more recently, in media and technology. Simon brings significant experience and insights on technology trends and how these are reshaping industry landscapes. Scan or click to watch the Senior Independent Director and Chair of the Remuneration Committee explain her role: investors.vodafone.com/videos Committee activities Nominations and Governance Committee In addition to keeping under review developments in corporate governance and the Company’s responses to them, the Nominations and Governance Committee makes recommendations to the Board about Board composition and ensures Board diversity and the necessary balance of skills. The Committee recognises the need to anticipate the skills and attributes that will be needed on the Board as the Company develops. In light of several Board changes in recent years and the scheduled retirement of a number of Directors in the next several years, the Committee is currently undertaking a process to find and appoint directors with telecoms and technology sector experience. Read more on pages 80-82 Scan or click to watch the Chair of the ESG Committee, Amparo Moraleda, explain her role: investors.vodafone.com/videos ESG Committee The Committee provides oversight of Vodafone’s ESG programme: Purpose (Inclusion for All; Planet; and Digital Society), sustainability and responsible business practices as well as Vodafone’s contribution to the societies we operate in under the social contract. The Committee also monitors progress against key performance indicators and external ESG index results. Focus this year centred on establishing the governance arrangements for the Committee, including the Terms of Reference and standing agenda items to reflect the Committee’s purpose. Key discussion topics included carbon enablement, Digital4Green, device lifecycle management and the external ESG context. Read more on pages 89-90 Scan or click to watch the Chair of the Audit Committee, David Nish, explain his role: investors.vodafone.com/videos Remuneration Committee The Remuneration Committee sets, assesses and recommends for shareholder approval the Remuneration Policy for Executive Directors, sets the remuneration of the Executive Directors and approves the remuneration for the Chair of the Board and members of the Executive Committee. It also reviews remuneration arrangements across the Group to ensure they are aligned with our strategy, support our purpose and celebrate the ‘Spirit of Vodafone’. Fair pay principles: 1. Market competitive 4. Share in our successes 2. Free from discrimination 5. Provide benefits for all 3. Ensure a good standard of living 6. Open and transparent 96% shareholder support for the current Remuneration Policy Read more on pages 91-112 To operate efficiently and to ensure matters are given the right level of focus, the Board delegates some of its responsibilities to its Committees. These provide focused oversight on: Board composition, performance, and succession planning; financial reporting, internal processes and controls; remuneration practices; and environmental, sustainability and governance topics. 69 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Strategic report Financials Other information Governance 70 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strong and robust corporate governance is integral to supporting our continued strategy execution, business resilience and contribution to the societies in which we operate. Dear shareholders, I am pleased to present the Corporate Governance Report for the year ended 31 March 2022 on behalf of the Board. The year in review The restrictions imposed by the COVID-19 pandemic have continued to impact the societies in which we operate this year and, with the backdrop of the war in Ukraine, reinforced the immense value of connectivity that Vodafone provides. We take seriously our commitment to strong and robust corporate governance to support the creation of long-term sustainable value for the benefit of all our stakeholders. Although Board and Committee meetings have taken place both in person and virtually this year in accordance with the government guidance in place at the time, we have continued to adapt quickly to the hybrid world to ensure the highest standards of corporate governance remain embedded throughout the Company. I am grateful to my fellow Directors, the executive team, and the people of Vodafone for their support, flexibility, and strong spirit throughout another disrupted year. This report provides an insight into the activities of the Board and Committees over the year and how corporate governance underpins and supports our business and the decisions we make. Digital ambitions As described in the Strategic Report, digital connectivity infrastructure and technologies continue to revolutionise the way in which our economies and societies function. The Board remains committed to driving forward these digital ambitions as part of our strategy to enable the societies we operate in to remain competitive for the future. Read more about our digital ambitions on pages 6, 44-45 Board succession and diversity This year, the Board, together with the Nominations and Governance Committee has continued to focus on succession planning. We reported last year that Renee James would not be seeking re-election as a Non-Executive Director at the 2021 Annual General Meeting (‘AGM’) having reached the recommended tenure threshold. Sanjiv Ahuja also stepped down as a Non-Executive Director with effect from the same date having decided to pursue other business interests. In September 2021, Olaf Swantee stepped down as a Non-Executive Director when a potential conflict of interest arose. Following these Director changes, we have actively engaged with two search consultancies to ensure the Board has the necessary skills, knowledge, experience and diversity to deliver superior performance and enhance the success of the Company. I am delighted that following a thorough search process Deborah Kerr joined the Board on 1 March 2022 as a Non-Executive Director. Deborah’s knowledge and strategic insights on the technology market will be an excellent addition to the Board and Audit and Risk Committee. Read more about the appointment process on page 69 A full induction programme is underway for Deborah, including meetings with executives leading our businesses and functions. The programme will run throughout FY23. In May, we announced that Stephen Carter, Delphine Ernotte Cunci and Simon Segars will be joining the Board as Non-Executive Directors following the Company’s AGM on 26 July 2022, subject to shareholder approval. They are well-respected leaders who bring extensive experience and track records of value creation across the telecoms, technology and media sectors. A full induction programme will also be implemented during FY23. We are anticipating several scheduled retirements from the Board over the next two years. We expect to bring on to the Board new Directors with telecoms or technology sector experience. I look forward to updating you on our progress in my report next year. We remain committed to having a Board that is diverse in all respects. We meet the FTSE Women Leaders Review targets in that at least 40% of the Board is composed of women and our Senior Independent Director and our Chief Financial Officer are women. Having had a non-white Director on the Board for 18 consecutive years until July 2021 when Sanjiv Ahuja stepped down, it is disappointing that currently we do not meet the Parker Review target to have at least one Director from a non-white ethnic minority. We strongly believe that these diversity targets are not just an end goal, but a continuous journey. Our long-term ambition is to increase diversity on our Board, in all its forms, to ensure a wider representation of the society in which we operate. Read more about our refreshed Board Diversity Policy on page 81 We have also introduced a new ethnic diversity target that 25% of the global senior leadership will come from ethnically diverse backgrounds by 2030. Read more on pages 39-40 Stakeholder engagement We recognise that Vodafone’s success is dependent on the Board taking decisions for the benefit of our shareholders and in doing so having regard to all our stakeholders. Throughout the year, our Directors have interacted with institutional shareholders and received updates on the three investor perception studies completed during the year. Read more on pages 14-15 The 2021 AGM was held at Vodafone UK’s headquarters in Newbury, Berkshire and was also available to watch live via a webcast for those shareholders who were unable to attend in person due to the COVID-19 government guidance. Shareholders were also able to pre-submit questions for consideration by the Directors at the meeting. Click to read more about the AGM: vodafone.com/agm This year we have continued with our chosen workforce engagement approach, with Valerie Gooding serving as our designated Workforce Engagement Lead. Valerie met with a number of employee consultative committees across our European and African markets. Key discussion topics from the meetings this year included Future Ready ways of working, response to COVID-19 and the progress on Vodafone’s Fair Pay agenda. The Board is committed to understanding the views of all of Vodafone’s stakeholders to inform the decisions that we make. Read more on pages 14-15 We remain committed to the highest standards of corporate governance Chairman’s governance statement

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Strategic report Governance Financials Other information 71 Vodafone Group Plc  Annual Report on Form 20-F 2022 Compliance with the 2018 UK Corporate Governance Code (the ‘Code’) In respect of the year ended 31 March 2022 Vodafone Group Plc was subject to the Code (available from www.frc.org.uk). The Board is pleased to confirm that Vodafone applied the principles and complied with all the provisions of the Code throughout the year. Further information on compliance with the Code can be found as follows: Board leadership and Company purpose Long-term value and sustainability Culture Shareholder engagement Other stakeholder engagement Conflicts of interest Role of the Chairman Division of responsibilities Non-Executive Directors Independence Composition, succession and evaluation Appointments and succession planning Skills, experience and knowledge Length of service Evaluation Diversity Audit, risk and internal control Committee Integrity of financial statements Fair, balanced and understandable Internal controls and risk management External auditor Principal and emerging risks Remuneration Policies and practices Alignment with purpose, values and long-term strategy Independent judgement and discretion Purpose and the ‘Spirit of Vodafone’ Our purpose ‘We connect for a better future’ is at the core of our strategy, enabling inclusive and sustainable digital society. It has guided actions at every level throughout the year. Read more on pages 36-58 The Board understands the importance of culture and setting the tone of the organisation from the top and embedding it throughout the Group. We refer to our culture as the ‘Spirit of Vodafone’. It is a key component for our strategic, organisational and digital transformation. The aim of our people strategy is to create an environment where growing never stops and everyone can truly belong, innovate, and fulfil their potential. Our first quarterly ‘Spirit of Vodafone’ day took place in October 2021 and was designed to provide dedicated space for personal growth, wellbeing and connection. Following the success of this initiative, further ‘Spirit of Vodafone’ days have been scheduled. Read more about our culture and people strategy on pages 21-23 The Board receives regular updates on employee engagement and the ‘Spirit of Vodafone’, which enables it to make more informed decisions where appropriate. Board evaluation This year the Board undertook an external evaluation in order to build on the recommended actions from last year. I am pleased the report shows that your Board continues to operate effectively. Read more on page 79 ESG Committee In 2021, the Board established an ESG Committee which met twice in the year. The Committee has noted that Vodafone’s approach to ESG is part of its growth strategy and a driver of commercial success. The approach is forward-looking, focused on long-term value and brings together five elements: 1. Vodafone’s purpose and the actions Vodafone takes to fulfil its Digital Society, Inclusion and Planet agenda; 2. Vodafone’s social contract work; 3. Responsible business practices which ensure Vodafone operates to the highest standards of integrity and ethics; 4. Transparency, including providing correct disclosures and reporting on all aspects of ESG; and 5. Measurement, so that Vodafone’s performance is measured in ways that meet the information requirements of various stakeholders. The year ahead The Board will continue to drive for better returns for shareholders and will monitor the Company’s progress on the execution of Vodafone’s strategy. It will keep the Group’s strategy under review, adapting it to anticipate or respond to opportunities and risks in the markets in which we operate. Also, through the work of the Board’s Committees, the Board will develop the Board’s composition, will continue to oversee financial reporting and the effectiveness of internal controls, will review the Company’s remuneration policy and will track progress on ESG strategy. /s/ Jean-François van Boxmeer Jean-François van Boxmeer Chairman of the Board Disclosure Guidance and Transparency Rules We comply with the Corporate Governance Statement requirements pursuant to the FCA’s Disclosure Guidance and Transparency Rules by virtue of the information included in this “Governance” section of the Annual Report together with information contained in the ‘Shareholder information’ section on pages 234 to 239. 14-15 70-71 14-15 81 76 68 69 68 73-74 68 73-74 79 68 81 68 38-39 83-84 118 84-85 65 117-118 84 86-87 87 86 59-67 91-95 91-112 101 92 65 34-55 21-22 47 Read more Read more Read more Read more 22 76 73-74 80 Read more

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Strategic report Financials Other information Governance 72 Vodafone Group Plc  Annual Report on Form 20-F 2022 Our Company purpose, values, and culture Purpose At Vodafone, our purpose is to connect for a better future by enabling inclusive and sustainable digital societies and it is supported by our three purpose pillars: Inclusion for All, Planet and Digital Society. Our purpose is championed by our Board, which is collectively responsible for the oversight and long-term success of the Company. It is aligned with our culture and strategy, placed at the forefront of our decision-making and strategy development, and the Board considers how the initiatives progressed by management throughout the year have advanced our purpose. Board oversight ensures that continued product development realises our ambition to connect for a better future. Read more about our purpose on pages 36-40 Strategy The Board monitors the Company’s progress against established strategic objectives and performance against competitors. Board meetings are planned with reference to the Company’s strategic priorities and meeting agendas are constructed to deliver information at appropriate junctures, and from a broad range of management, to enable the Board to effectively review and challenge. Read more on the evolution of our strategy on pages 16-23 Values and culture The Board has a critical role in setting the tone of our organisation and championing the behaviours we expect to see throughout the Group. The ‘Spirit of Vodafone’ aligns with our purpose and strategy, which ultimately leads to a more motivated and productive workforce. The Board has continued to influence and monitor culture throughout the year and receives regular updates on the Spirit of Vodafone initiatives, including the Spirit Beat survey and additional pulse surveys. The Chief Executive, Nick Read also provides regular updates to our people on the outcomes of the surveys. The cultural climate in Vodafone is measured through a number of mechanisms including policy and compliance processes, internal audit and formal and informal channels for employees to raise concerns (including our bi-annual people survey and our whistleblowing programme, Speak Up, which is also available to the contractors and suppliers working with us). The Board is appraised of any material whistleblowing incidents. Alongside these mechanisms, the Board remains committed to engagement with the workforce and these opportunities continue to shape how the Board influences and understands culture. The Board receives regular updates from Valerie Gooding, the designated Workforce Engagement Lead. Read more about Speak Up on page 47 Governance The Board ensures the highest standard of corporate governance is maintained by regularly reviewing developments in governance best practice and ensuring that these are adopted by the Company. The Board dedicated time during the year to thoroughly consider the independence and time commitment of all Directors, the arrangements in place to monitor conflicts of interest, as well as evaluating the effectiveness of the Board and each of the Directors. All Directors have access to the advice of the Company Secretary, who is responsible for advising the Board on all governance matters and ensuring the Board has access to the necessary policies, processes and resources required to operate efficiently and effectively. Read more about our governance structure and roles and responsibilities on pages 75-76 Governance Employee engagement Throughout the year we have used several employee engagement methods and communication channels between the Board, the Executive Committee, and our workforce. This enabled meaningful engagement to continue this year throughout periods of COVID-19 restrictions. Examples of our workplace interactive sessions include: Interactive session Topic Stay Connected: Chief Executive, Diversity & Inclusion (D&I) Initiatives D&I Discussion focus: The Chief Executive was joined by the Head of Network Engineering Spain and the Group’s Head of Culture and Inclusion to hear about diversity initiatives underway in and outside of Vodafone in the lead up to International Women’s Day 2022. We Connect: Chief Executive and Executive Committee Our business Discussion focus: The Chief Executive was joined by his Executive Committee colleagues to discuss the Company’s future as a new generation connectivity and digital services providers. We Connect: Together We Can, brand repositioning Brand Discussion focus: The Chief Executive was joined by the Group Chief Commercial Operations & Strategy Officer to announce the launch of our new brand positioning, combining the human spirit with the power of technology to find out what that really means for society. As the financial year came to a close, the Chief Executive and the Executive Committee thanked employees for the their efforts in keeping our customers connected, and in helping us to enable an inclusive and sustainable digital society. Chief Executive and Chief Financial Officer financial year results Our business Discussion focus: The Chief Executive was joined by the Chief Financial Officer to discuss Financial Year Results, with links to the press release as they talk to our investors. The Chief Executive also thanked employees for their continuous hard work and support through such an unprecedented year. Stay Connected with the Chief Executive and Chairman Our business Discussion focus: The Chief Executive was joined by the Chairman of Vodafone. The session delved into his previous experience, what he has learned about Vodafone and his views on our strategy. Global Pride Webinar D&I Discussion focus: The Chief Executive, the Chief Human Resources Officer and the rest of the Executive Committee were joined by our Global LGBT+ Executive Sponsor and a number of guest speakers as we celebrated Pride with our Global Pride Webinar. The session covered a range of topics including the decriminalising of same sex relationships in India, the #holdinghands initiative in the Czech Republic, being accepted for who you are, active allyship, and advertisements introducing LGBT+ couples. Black History Month D&I Discussion focus: The Chief Human Resource Officer was joined by external speakers and our colleagues to celebrate Black History Month, where we recognised Black history and the achievements of Black people past and present. Discussion included how employees can take this opportunity to see how they can get involved in working towards Race, Ethnicity, Culture and Heritage (REACH) inclusion and creating an anti-racist workplace – learning more and becoming an ally, or completing our Withstander Training. We Connect with the Chief Executive, the Chief Human Resources Officer and the Group Strategy Director Strategy/ transformation Discussion focus: The Chief Executive was joined by the Group Chief HR Officer and Group Strategy Director to discuss strategy.

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Strategic report Governance Financials Other information 73 Vodafone Group Plc  Annual Report on Form 20-F 2022 Our Board Our business is led by our Board of Directors. Biographical details of the Directors as at 16 June 2022 are provided below. Click to find full biographical information for the Directors: vodafone.com/board External appointments listed are only those required to be disclosed pursuant to Listing Rule 9.6. Jean-François van Boxmeer N Chairman – Independent on appointment Tenure: 1 year Skills and experience: Jean-François brings to the Vodafone Board his extensive international experience in driving growth through both business-to-business and business-to-consumer business models and in-depth knowledge of the countries in which Vodafone operates. Jean-François is highly regarded as having been one of the longest standing and most successful CEOs in Europe. He was the Chief Executive of Heineken for 15 years, having been with the company for 36 years. Jean-François held a number of senior roles in Africa and Europe before joining Heineken’s Executive Board in 2001 with worldwide responsibility for supply chain and technical services, as well as regional responsibility for the operating businesses in North-West Europe, Central and Eastern Europe and Sub-Saharan Africa. External appointments: – Heineken Holding N.V., non-executive director Note: Jean-François is currently non-executive lead at Mondelez International Inc., but will not stand for re-election as a director at the AGM on 18 May 2022. Nick Read Chief Executive – Executive Director Tenure: 3 years (as Chief Executive) Skills and experience: As Chief Executive, Nick combines strong commercial and operational leadership with a detailed understanding of the telecoms sector and its opportunities and challenges. Prior to becoming Chief Executive in October 2018, Nick served as Group Chief Financial Officer from April 2014, and held a variety of senior roles including Chief Executive for Africa, Middle East and Asia-Pacific for five years and Chief Executive of Vodafone UK. Prior to joining Vodafone, he held senior global finance positions with United Business Media Plc and Federal Express Worldwide. External appointments: – Booking Holdings Inc., non-executive director and member of the audit committee Margherita Della Valle Chief Financial Officer – Executive Director Tenure: 3 years Skills and experience: Margherita brings considerable corporate finance and accounting experience to the Board. She was Deputy Chief Financial Officer from 2015 to 2018, Group Financial Controller from 2010 to 2015, Chief Financial Officer of Vodafone’s European region from 2007 to 2010 and Chief Financial Officer of Vodafone Italy from 2004 to 2007. Margherita joined Omnitel Pronto Italia in Italy in 1994 and held various consumer marketing positions in business analytics and customer base management before moving to finance. Omnitel was acquired by Vodafone in 2000. External appointments: – Reckitt Benckiser Group plc, non-executive director and member of the audit committee Valerie Gooding CBE Senior Independent Director and Workforce Engagement Lead Tenure: 8 years Skills and experience: Valerie brings a wealth of international business experience obtained at companies with high levels of customer service including British Airways and as chief executive of BUPA which, together with her focus on leadership and talent, is valuable to Board discussions. Sir Crispin Davis N Non-Executive Director Tenure: 7 years Skills and experience: Sir Crispin has broad-ranging experience as a business leader within international content and technology markets from his former roles as chief executive of RELX Group (formerly Reed Elsevier) and the digital agency, Aegis Group plc, and group managing director of Guinness PLC (now Diageo plc). He was knighted in 2004 for services to publishing and information. He brings a strong commercial perspective to Board discussions. Michel Demaré A N R Non-Executive Director Tenure: 4 years Skills and experience: Michel brings extensive international finance, strategy and M&A experience to the Board, gained during his 18-year career at Dow Chemical as CFO – Global Polyolefins & Elastomers Division, as CFO of Baxter International (Europe), and as CFO and head of global markets of ABB Group. He was the non-executive chairman of Syngenta until the company was sold to ChemChina in 2017 and was the vice chairman of UBS Group AG for 10 years. External appointments: – AstraZeneca PLC, non‑executive director and chair of the remuneration committee and member of the nomination and governance committee and the audit committee R N E Committee key Audit and Risk Committee ESG Committee Nominations and Governance Committee Remuneration Committee Solid background signifies Committee Chair A E N R

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Strategic report Financials Other information Governance 74 Vodafone Group Plc  Annual Report on Form 20-F 2022 Dame Clara Furse DBE R E Non-Executive Director Tenure: 7 years Skills and experience: Dame Clara brings to the Board a deep understanding of international capital markets, regulation, service industries and business transformation developed from her previous roles as chief executive officer of the London Stock Exchange Group plc and Credit Lyonnais Rouse Ltd. Her financial proficiency is highly valued. In 2008 she was appointed Dame Commander of the Order of the British Empire. External appointments: – Assicurazioni Generali S.p.A, non-executive director Note: Dame Clara Furse is currently non-executive director and chair of the nominations and remuneration committees at Amadeus IT Group SA, but will not stand for re-election as a director at the AGM on 23 June 2022. Deborah Kerr Non-Executive Director Tenure: <1 year Skills and experience: Deborah brings to the Board a wealth of technology expertise having held senior executive roles and non-executive appointments across a range of sectors. She was previously Managing Director of Value Creation at Warburg Pincus, Chief Product and Technology Officer at Sabre, and Chief Technology Officer for Hewlett-Packard’s Enterprise Services operations. Deborah has a deep understanding of complex digital transformations. External appointments: – NetApp INC, non-executive director and member of the audit committee – Chico’s FAS, Inc., non-executive director and member of the human resources, compensation and benefits committee, the corporate governance and nominating committee and the environmental, social and governance committee Amparo Moraleda Non-Executive Director Tenure: 4 years Skills and experience: Amparo brings strong international technology experience to the Board from her previous role as chief executive officer of the international division of Iberdola and a career spanning 20 years at IBM, where she held a number of positions across a range of global locations. External appointments: – Airbus Group, senior independent director, chair of nominations and governance committee and remuneration committee and member of ethics & compliance committee – CaixaBank, non-executive director and chair of remuneration committee – A.P. Moller-Maersk, non-executive director and member of the audit committee, remuneration committee and transformation and innovation committee A A E Governance (continued) David Nish A Non-Executive Director Tenure: 6 years Skills and experience: David has wide-ranging operational and strategic experience as a senior leader and has a strong understanding of financial and capital markets through his previous directorships which include chief executive officer and chief financial officer of Standard Life plc and chief financial officer of Scottish Power plc. External appointments: – HSBC Holdings plc, senior independent director, chair of the audit committee and member of the risk committee and the nomination and corporate governance committee Prospective Non-Executive Directors subject to shareholder approval Stephen Carter CBE Skills and experience: Stephen brings a track record of value creation and has extensive commercial and regulatory experience in the telecoms and media sectors. Since becoming CEO of Informa in 2013, the company has become a global leader in B2B Events and Digital Services and Academic markets and Digital Services. Prior to Informa, Stephen held various senior executive positions at Alcatel-Lucent, where he played a key role in restructuring the business, taking out significant cost, and investing in next generation mobile network equipment product development. Stephen’s successful commercial track record is combined with deep experience of public policy and regulation having served as the first CEO of Ofcom, where he brought together five different regulatory authorities. After Ofcom, Stephen served as Chief of Strategy for the UK’s Prime Minister, and then served as Minister, Communications, Technology & Broadcasting. Stephen was also a non-executive director for the Department for Business, Energy and Industrial Strategy. External appointments: – Informa PLC, group chief executive Note: Stephen is currently non-executive director and chair of the corporate responsibility committee and member of the audit and nomination committees at United Utilities but his term on the board will complete in July 2022. Delphine Ernotte Cunci Skills and experience: Delphine has considerable experience in the telecoms sector and, more recently, in media and technology. Since 2015, Delphine has been President of France Télévisions, the French national public television broadcaster. Prior to that, Delphine spent 26 years at Orange, where she became Deputy CEO in 2010 and led the successful turnaround of Orange France. Simon Segars Skills and experience: Simon brings significant experience and insights on technology trends and how these are reshaping industry landscapes. Simon has recently stepped down as CEO of ARM, the global leader in the development of semiconductor technology. He successfully led the business since 2013 and generated significant value for investors during his tenure. Prior to that, he was an engineer at Standard Telephones and Cables. External appointments: – Dolby Laboratories, Inc., non-executive director Committee key Audit and Risk Committee ESG Committee Nominations and Governance Committee Remuneration Committee Solid background signifies Committee Chair A E N R

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Strategic report Governance Financials Other information 75 Vodafone Group Plc  Annual Report on Form 20-F 2022 Our governance structure Audit and Risk Committee Reviews the adequacy of the Group’s system of internal control, including the risk management framework and related compliance activities. Monitors the integrity of financial statements, reviews significant financial reporting judgements, advises the Board on fair, balanced and understandable reporting and the long-term viability statement. Nominations and Governance Committee Evaluates Board composition and ensures Board diversity and a balance of skills. Reviews Board and Executive Committee succession plans to maintain continuity of skilled resource. Oversees matters relating to corporate governance. Remuneration Committee Sets, reviews and recommends the policy on remuneration of the Chairman, executives and senior management team. Monitors the implementation of the Remuneration Policy. Oversees general pay practices across the Group. The Board Responsible for the overall conduct of the Group’s business including our long-term success; setting our purpose; monitoring culture, values, standards and strategic objectives; reviewing our performance; and maintaining positive dialogue with our stakeholders. ESG Committee Oversees the ESG programme, purpose (Inclusion for All, Planet and Digital Society) and the social contract. Monitors progress against key performance indicators and external ESG index results. Oversees progress on ESG commitments and targets. Chief Executive Purpose and Reputation Steering Committee Assists the Executive Committee with the effective coordination of purpose activities and advises on reputational risks and policy matters. Global Products Board Supports the Executive Committee by providing visibility of global product strategy and life-cycle and identifies capital allocation opportunities Executive Committee Focuses on strategy implementation, financial and competitive performance, commercial and technological developments, succession planning and organisational development. Chief Financial Officer The Board The Board is comprised of the Chairman, Senior Independent Director, Non-Executive Directors, the Chief Executive, and the Chief Financial Officer. Our Non-Executive Directors bring independent judgement, and wide and varied commercial and financial experience to the Board and Committees. A summary of each role can be found on the page 76. Board meetings are structured to allow open discussions. At each meeting the Directors are made aware of the key discussions and decisions of the principal Committees by the respective Committee Chairs. Minutes of Board and Committee meetings are circulated to all Directors after each meeting. Read more about the Board’s activities during the year on pages 77-78 The Board is collectively responsible for ensuring leadership through effective oversight and review. It sets the strategic direction with the goal of delivering sustainable stakeholder value over the longer term and has oversight of cultural and ethics programmes. The Board also oversees the implementation of risk assessment systems and processes to identify, manage and mitigate Vodafone’s principal risks. It is also responsible for matters relating to finance, audit and internal control, reputation, listed company management, corporate governance, remuneration and effective succession planning, much of which is overseen through its principal Committees. The Executive Committee The Executive Committee is comprised of Nick Read, Chief Executive, Margherita Della Valle, Chief Financial Officer, a number of senior executives responsible for global commercial operations, human resources, technology, external affairs and legal, as well as the Chief Executive Officers of our largest operating companies in Germany, the UK, Italy, Spain, Europe Cluster and Vodacom Group. Led by the Chief Executive, the Executive Committee and other management committees are responsible for making day-to-day management and operational decisions, including implementing strategic objectives and empowering competitive business performance in line with established risk management frameworks, compliance policies, internal control systems and reporting requirements. The Committee members have a broad range of experience, skills, and expertise. Some members also hold external non-executive directorships, giving them valuable board experience. Click to read more about the Executive Committee: vodafone.com/exco Full details of the Committees’ responsibilities are provided within the respective Committee reports starting on pages 80, 83, 89 and 91 Disclosure Committee Oversees the accuracy and timeliness of Group disclosures and approves controls and procedures in relation to the public disclosure of financial information. Risk and Compliance Committee Assists the Executive Committee in fulfilling its accountabilities with regard to risk management and policy compliance.

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Strategic report Financials Other information Governance 76 Vodafone Group Plc  Annual Report on Form 20-F 2022 Division of responsibilities Governance (continued) Chairman Jean-François van Boxmeer – Leads the Board, sets each meeting agenda and ensures the Board receives accurate, timely and clear information in order to monitor, challenge, guide and take sound decisions; – Promotes a culture of open debate between Executive and Non- Executive Directors and holds meetings with the Non-Executive Directors, without the Executive Directors present; – Regularly meets with the Chief Executive and other senior management to stay informed; – Ensures effective communication with shareholders and other stakeholders; – Promotes high standards of corporate governance and ensures Directors understand the views of the Company’s shareholders and other key stakeholders, and the section 172 Companies Act 2006 duties; – Promotes and safeguards the interests and reputation of the Company; and – Represents the Company to customers, suppliers, governments, shareholders, financial institutions, the media, the community and the public. Senior Independent Director and Workforce Engagement Lead Valerie Gooding, CBE – Provides a sounding board for the Chairman and acts as a trusted intermediary for the Directors as required; – Meets with the Non-Executive Directors (without the Chairman present) when necessary and at least once a year to appraise the Chairman’s performance and communicates the results to the Chairman; – Together with the Nominations and Governance Committee, leads an orderly succession process for the Chairman; and – Engages with the workforce in key regions where we operate, answers direct questions from workforce-elected representatives, and provides the Board with feedback on the content and outcome of those discussions. Non-Executive Directors – Monitor and challenge the performance of management; – Assist in development, approval and review of strategy; – Review Group financial information and provide advice to management; – Engage with stakeholders and provide insight as to their views, including in relation to workforce and the culture of Vodafone; and – As part of the Nominations and Governance Committee, review the succession plans for the Board and key members of senior management. Company Secretary Rosemary Martin – Ensures the necessary information flows between the Board, Committees and between senior management and Non-Executive Directors in a timely manner; – Supports the Chairman in ensuring the Board functions efficiently and effectively, and assists the Chairman with organising Director induction and training programmes; – Provides advice and keeps the Board updated on all corporate governance developments; and – Is a member of the Executive Committee. Chief Executive Nick Read – Provides leadership of the Company, including representing the Company to customers, suppliers, governments, shareholders, financial institutions, employees, the media, the community and the public and enhances the Group’s reputation; – Leads the Executive Directors and senior management team in running the Group’s business, including chairing the Executive Committee; – Develops and implements Group objectives and strategy having regard to shareholders and other stakeholders; – Recommends remuneration, terms of employment and succession planning for the senior executive team; – Manages the Group’s risk profile and ensures appropriate internal controls are in place; – Ensures compliance with legal, regulatory, corporate governance, social, ethical and environmental requirements and best practice; and – Ensures there are effective processes for engaging with, communicating with, and listening to, employees and others working for the Company. Chief Financial Officer Margherita Della Valle – Supports the Chief Executive in developing and implementing the Group strategy; – Leads the global finance function and develops key finance talent; – Ensures effective financial reporting, processes and controls are in place; – Recommends the annual budget and long-term strategic and financial plan; – Oversees Vodafone’s relationships with the investment community; – Oversees shared services organisation (_VOIS); and – Leads on supply chain management, including the Vodafone Procurement Company. Click to read more about the Board’s role and responsibilities, matters reserved and the terms of reference for each Board Committee: vodafone.com/board Read more about our Board Committees, together with details of their activities on pages 80-112

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Strategic report Governance Financials Other information 77 Vodafone Group Plc  Annual Report on Form 20-F 2022 Board activities and principal decisions Board activities and discussion during the year were structured to develop the Group’s strategy and to enable the Board to support executive management on the delivery of the strategy within a transparent governance framework. The key topics discussed are set out below. Read more about Vodafone’s key stakeholders and how the Board has engaged with them during the year on pages 14-15 Strategy and business developments Strategy continued to be a key focus throughout the year. In addition to the usual Board meeting cadence, the Board attended a strategy away day. A key focus for the away day was to consider the competitive landscape and agree the strategic priorities for the next 12 months. Strategic plan Following completion of the first phase of the strategic plan, the Board considered how the next phase would be executed and potential new areas for high growth and shareholder return. Enabling a digital society The Board continued to focus on supporting digital connectivity, infrastructure and technologies in Europe and Africa and regular updates were received on the progress made. Digital and innovation Digital technology remained a key focus this year following the launch of the new technology operating model on 1 April 2021. The Board received updates on the strategy for, and pace of, change within the business as we digitalise our processes and promote a digital culture. During the year the Board received presentations on the Company’s IT transformation programmes that are designed to make the delivery of technology for use in the Company faster and more efficient. Innovation in future growth initiatives Throughout the year the Board discussed several future growth initiatives including the IoT connectivity strategy, the new VodaPay super-app launch by Vodacom and future digital marketing initiatives. Connected by Vodafone South Africa platform At its September 2021 meeting, the Board considered the Connected by Vodafone platform which seeks to ensure seamless connectivity and to provide customers with ‘always connected’ experiences. A vision for the platform was presented alongside proposed technology developments. Business Plan and financial performance Business Plan At each Board meeting Nick Read provided an update on the execution of the Company’s business plan. A half-year progress report on execution of the plan was considered by the Board at its November 2021 meeting. The Board agreed that the Business Plan remained in alignment with the Company’s purpose, vision and values. Portfolio At each Board meeting Nick Read informed the Board about progress on the strategy to optimise the Group’s portfolio of assets and provided updates on merger and acquisitions activity. Financial performance The Board received regular updates on the financial performance of the Group, market trends, strategic KPIs and taxation. US bonds As part of the Board’s oversight of the long-term funding requirements of the Group, annual updates are provided on activity related to our two bond programmes: the US shelf programme listed on NASDAQ and the Euro Medium Term Note programme listed in both London and Dublin, to ensure cost efficient and dependable financial resources are available to the business. Mandatory convertible bonds In January 2022, the Board approved the commencement of a new irrevocable and non-discretionary buyback programme following maturity of the second tranche on 12 March 2022. Investor relations The Board received quarterly updates on market share information and updates on the results of three investor perception studies. Annual roadshow feedback was also provided during the year. Read more about how the Board engaged with investors during the year on page 15 Dividend In its deliberations on the dividend, the Board considered the key stakeholders and the decision to approve the dividend was supported by a robust assessment of the position, performance and viability of the business carried out by management. The Board was mindful that the Directors had continued to adopt the going concern basis in preparing the annual report and accounts and was also cognisant of available reserves to support the dividend. On 16 November 2021, we announced a dividend of 4.50 eurocents per share and have recommended a dividend of 4.50 eurocents per share to be paid on 5 August 2022. This was consistent with dividends declared during FY21 and the expectations of our shareholders.

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Strategic report Financials Other information Governance 78 Vodafone Group Plc  Annual Report on Form 20-F 2022 Our people Spirit, inclusion and diversity The Board was kept updated on the success of the ‘Spirit of Vodafone’ programme. It was important for the Board to capture the sentiment of our employees and measure the success of the programme. Read more on page 21 The Board received updates on the work being done to embed inclusion to support the expansion of key diversity areas and endorsed the programmes in place. Read more about inclusion on page 36 The Board reviews the Board Diversity Policy on an annual basis and following input from the Nominations and Governance Committee, the Board approved the addition of ‘race and ethnicity’ to the Policy in November 2021. Read more on page 40 The Board considered the results of the employee surveys. Read more on page 21 Talent and succession The Board received an update on talent and succession within the Group at its November 2021 meeting. Modern slavery The Board monitors our compliance with the requirements of the UK Modern Slavery Act 2015 and approved our Modern Slavery Statement in May 2022. Customers The Board regularly received updates on the goal to drive systematic improvement to the customer experience. Understanding our customer response to our revised commercial offerings, which vary across markets, is crucial. The Board regularly considered the Net Promoter Scores focused on the drivers of satisfaction for consumers and business customers, performance against KPIs and the overall success of strategic initiatives. Information in relation to the evolving needs of consumers and business customers is regularly provided to the Board by the Executive Committee members and senior managers. The Board also considered how COVID-19 had accelerated the shift to digital interactions with customers. Risk The Board reviewed the principal risks and their impact on strategy and commercial initiatives. An update on the operation of our internal risk and compliance processes was also provided. Read more about our system of internal controls and risk management on page 86 The war in Ukraine The Board received updates from Nick Read and the Chief External and Corporate Affairs Officer on the war in Ukraine and the support provided by the Company and by Vodafone Foundation to those people and organisations impacted. Read more about the support provided on page 36 Other The Board has also spent time this year considering the following matters: – Health and safety; – Regulatory landscape; and – Climate and sustainability. Looking forward The Board’s focus for next year is expected to include: – Continuing focus on execution of our strategy and delivery of growth; – Overseeing the transformation of the Group into a new generation connectivity and digital services provider; – Monitoring risks and ensuring they are managed effectively; and – Keeping under review the Company’s execution of its purpose strategy and monitoring the Group’s culture. Governance (continued)

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Strategic report Governance Financials Other information 79 Vodafone Group Plc  Annual Report on Form 20-F 2022 The Board recognises that it needs to continually monitor and improve its performance. Our annual performance evaluation provides the opportunity for the Board and its Committees to consider and reflect on the effectiveness of its activities, the quality of its decision-making, and the collective contribution made by each Board member. Process undertaken for our Board evaluation The 2022 Board evaluation was externally facilitated by Raymond Dinkin of Consilium Limited (‘Consilium’), an independent board review firm. Both Raymond Dinkin and Consilium are considered fully independent as they do not have a relationship with the Board or any Director. Following previous recommendations made by Consilium in 2021, the Board requested that an assessment be made this year as to whether previous recommendations had been implemented effectively and to consider further recommendations to support the Board’s continued development and effectiveness. The evaluation focused on strategic stewardship and Board composition to gain further insight on participation and how the Board was working as a whole. In order to gather and distil feedback, members of senior management and all Directors completed a tailored questionnaire and were interviewed by Raymond Dinkin in early 2022. To support the evaluation of the effectiveness of the Board as a whole, its Committees and individual Directors’ contributions to discussions and decision-making, Raymond Dinkin observed several Board and Committee meetings and reviewed the meeting documentation. Consilium collated the input received from individual Director meetings and the questionnaire to create a report which provided an independent assessment of the effectiveness of the Board. The findings and recommendations were considered by the Board and Board Committees at the March and May 2022 meetings. Summary of findings The conclusions of this year’s review have been positive and confirmed that the Board remains effective. Areas identified to enhance the Board’s effectiveness for FY23 include: – Refresh the composition of the Board to bring on more Directors with technology and/or telecommunications sector experience; – Devote more time to strategy sessions to enhance free-flowing discussions and allow for additional topics to be discussed where required; – Topics requiring additional deep dives could be bolstered by using smaller groups of the Board with specific expertise in the matter; and – More effective use of management tools to enable the Board to engage with and join-up numerous initiatives. Details of the next Board evaluation and progress made on the above actions will be reported in the FY23 Governance Report. Progress against actions identified following the 2021 external evaluation Action Progress made More and different forms of engagement between Directors, with and without the Executive Directors. The Board was able to meet in person during the year in Germany and the UK. The Chairman held some sessions with the Non-Executive Directors alone. A number of meetings were held that were not formal Board meetings. Refreshing the Board’s composition and reviewing the mix of skills and experience on the Board in light of the next phase of the strategy. Since the end of FY22, the Company has announced the appointment of three new Non-Executive Directors. Continue to ensure Board agendas concentrate on the specifics of organic improvement and growth and their underlying drivers. The Board agendas cover both inorganic opportunities for growth and organic improvement and growth initiatives. Understanding closely the organisation’s capacity, capabilities and cultural change and monitoring progress on new proposition developments, ESG and culture change. During the year the Board considered these matters. An ESG Committee was established in November 2021. Board effectiveness and improving our performance

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Strategic report Financials Other information Governance 80 Vodafone Group Plc  Annual Report on Form 20-F 2022 The Nominations and Governance Committee continues to ensure that the Board has an appropriate balance of skills, knowledge, experience and diversity so that it is effective in discharging its responsibilities and in having oversight of all matters relating to corporate governance. Chairman Jean-François van Boxmeer Members Sir Crispin Davis Valerie Gooding Michel Demaré (appointed as a member on 22 November 2021) Renee James (stepped down from the Board on 27 July 2021) Key responsibilities – Assessing the composition, structure and size of the Board and its Committees and making recommendations on appointments to the Board; – Succession planning for the Board and Executive Committee; – Overseeing the performance evaluation of the Board, its Committees and individual Directors; and – Monitoring developments in all matters relating to corporate governance, bringing any issues to the attention of the Board. The Committee is comprised solely of independent Non-Executive Directors. The Committee had four scheduled meetings during the year which were fully attended by all members. Click to read the Committee’s terms of reference: vodafone.com/board-committees Letter from Committee Chairman On behalf of the Board, I am pleased to present the Nominations and Governance Committee Report for the year ended 31 March 2022. This year, the Committee has spent time focusing on changes to the Board’s composition. The Committee’s current priority is the search for new Non-Executive Directors following the departures of Renee James and Sanjiv Ahuja. I want to extend our gratitude for their dedicated service to Vodafone. In September 2021 we announced the appointment of Deborah Kerr as a Non-Executive Director who joined the Board on 1 March 2022. In May 2022, we also announced the appointments of Stephen Carter, Delphine Ernotte Cunci and Simon Segars who will be appointed as Non-Executive Directors following the Company’s AGM, subject to shareholder approval. We continue to focus on our commitment to diversity which extends beyond the Board and the Executive Committee and towards developing the talent pipeline through the review of initiatives to enhance diversity, including gender and ethnic diversity and disability inclusion. I look forward to reporting on further progress as we continue our work across the following financial year. Read more about our programmes to manage talent on pages 21 and 22 Highlights from the year – Recommendation of the establishment of an ESG Board Committee; and – Appointment of Deborah Kerr to the Board with her induction programme currently underway. Key focus for the next year The key areas of focus for the next year are: – The implementation and completion of inductions for Stephen Carter, Delphine Ernotte Cunci, Simon Segars and Deborah Kerr respectively; – Continuation of the search for Non-Executive Directors who enhance the skill, knowledge, experience and diversity of the Board; – Board and Executive Committee succession planning in order to maintain the necessary balance of skills, knowledge, experience and diversity to remain effective; – Continuing to review Board independence and ensuring Directors have sufficient time to fulfil their Board responsibilities; and – Continuing to monitor compliance with the Code and future regulatory updates. Changes to the Board and Committees On 27 July 2021, Sanjiv Ahuja and Renee James stepped down from the Board. Upon stepping down from the Board, Renee James also left the Nominations and Governance Committee and the Remuneration Committee and Sanjiv Ahuja left the Audit and Risk Committee. Over the next 18 months there will be a number of scheduled retirements from the Board. In line with these departures, the Committee has been focused on finding suitable successors to further enhance the Board’s experience within the telecommunications and technology sectors, and to ensure that the Board and its Committees can continue to effectively discharge their responsibilities. I am pleased to welcome Deborah Kerr to the Board who was appointed as a Non-Executive Director on 1 March 2022. Deborah brings a wealth of technology expertise across a range of sectors, as well as extensive non-executive board experience. I am also delighted to welcome Stephen Carter, Delphine Ernotte Cunci and Simon Segars to Vodafone’s Board as Non-Executive Directors, subject to shareholder approval at the 2022 AGM. They are well-respected leaders who bring extensive experience and track records of value creation across the telecoms, technology and media sectors. At the 2021 AGM, Olaf Swantee was appointed by the shareholders as a new Non-Executive Director. However, in light of a potential conflict of interest, Olaf decided to step down with effect from 25 September 2021. An ESG Committee was established during this financial year with the role to provide oversight of Vodafone’s ESG programme, sustainability and responsible business practices as well as Vodafone’s contribution to the societies we operate in under the social contract. Read more about the ESG Committee on page 89 The Committee is regularly informed of succession planning and changes to the membership of the Executive Committee. In April, we announced that Hannes Ametsreiter will step down as Chief Executive Officer of Vodafone Germany and as a member of the Group Executive Committee on 30 June 2022. Philippe Rogge will become Chief Executive Officer of Vodafone Germany and a member of the Group Executive Committee on 1 July 2022. There were no changes to the membership of the Executive Committee during the year. Succession planning The Committee monitors the length of tenure and the skills and experience of the Non-Executive Directors to assist in succession planning. Read more about the details of the length of tenure of each Director and a summary of the skills and experience of the Non-Executives on pages 73 and 74 Nominations and Governance Committee Governance (continued)

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Strategic report Governance Financials Other information 81 Vodafone Group Plc  Annual Report on Form 20-F 2022 In light of recent and anticipated changes to the Board membership, MWM Consulting, an independent search firm, was appointed to lead a search for new Non-Executive Directors who have relevant experience in the telecommunications and technology sectors, who will make valuable contributions to the Board’s work and who will contribute to the Board’s diversity. The Committee is confident that the Board currently has the necessary mix of skills and experience to contribute to the Company’s strategic objectives. Appointment process for Non-Executive Directors To begin the appointment process, Vodafone engages with a search consultancy and provides the agency with a search specification. The results of the search consist of individuals from a diverse range of backgrounds and characteristics. Capturing the clear benefits of diversity of background and opinion, and identifying candidates with the requisite experience and capabilities, is at the forefront of this search. The shortlisted candidates are interviewed by the Committee members and the Chief Executive. A recommendation is made to the Board on the chosen candidate. Once a candidate is selected, appointment terms are drafted and agreed with the selected candidate. Assessment of the independence of the Non-Executive Directors All Non-Executive Directors have submitted themselves for election or re-election, as applicable, at the 2022 AGM. In accordance with the Code, the independence of all the Non-Executive Directors was considered by the Committee. All Non-Executive Directors are considered independent and they continue to make independent contributions and effectively challenge management. The Executive Directors’ service contracts and Non-Executive Directors’ appointment letters are available for inspection at our registered office and will be available on display at the 2022 AGM. Management of conflicts of interest The Companies Act 2006 provides that directors have a duty to avoid a situation in which they have or may have a direct or indirect interest that conflicts or might conflict with the interests of the Company. This duty is in addition to the existing duty owed to the Company to disclose to the Board any interest in a transaction or arrangement under consideration by the Company. Our Directors must report any changes to their commitments to the Board, immediately notify the Company of actual or potential conflicts or a change in circumstances relating to an existing authorisation and complete an annual conflicts questionnaire. Any conflicts or potential conflicts identified are considered and, as appropriate, authorised by the Board in accordance with the Company’s Articles of Association. A register of authorised conflicts is also reviewed periodically. The Committee and the Board are satisfied that the external commitments of the Non-Executive Directors and of me, your Chairman, do not conflict with our duties and commitments as Directors of the Company, and that each Non-Executive Director is able to dedicate sufficient time to the Company’s affairs. The Committee is comfortable that it has adequate measures in place to manage and mitigate any actual or potential conflicts of interests that may arise in the future. Board evaluation In accordance with the Code, Vodafone conducts an annual evaluation of Board and Board Committee performance, which every Director engages in and which is facilitated by an independent third party at least once every three years. This year, an external evaluation of the performance of the Board and Committees was facilitated by Raymond Dinkin of Consilium Limited which has no other connection with Vodafone. The Committee oversaw the evaluation process and was involved in the selection of the external provider for review. Read more about the outcome of this review on page 79 Time commitment In accordance with the Code, the Committee actively reviews the time commitments of the Board. All Directors are engaged in providing their external commitments to establish that they have sufficient time to meet their Board responsibilities. The Committee is satisfied that the Board does meet this requirement and all Directors provide constructive challenge, strategic guidance and hold management to account. Diversity In line with Vodafone’s Board Diversity Policy, the Committee is firmly committed to supporting diversity and inclusion in the boardroom in compliance with the Code and acknowledges the importance of diversity and inclusion to the effective functioning of the Board. As set out in our Board Diversity Policy, Vodafone’s long-term ambition is to increase diversity on our Board in all its forms. The Committee annually reviews and agrees the Board Diversity Policy and monitors the progress made at Board and senior management levels during the financial year. The Committee continues to monitor requirements as set by the FTSE Women Leaders Review and NASDAQ listing rules in terms of gender diversity and the Parker Review in terms of ethnic diversity. Vodafone acknowledges that these targets are not just an end goal, but rather steps towards a drive for further progress. Commitment to diversity at Vodafone extends beyond the Board to the global workforce. For the fourth year in a row, Vodafone has been included in the Bloomberg Gender Equality Index, a list of 418 companies committed to gender equality, highlighting our commitment to fostering an inclusive workplace. Our Diversity and Inclusion activity includes our market-leading parental policies, our award-winning ReConnect programme, our global Domestic Violence and Abuse Policy, and our dedicated and passionate employee networks. The Securities and Exchange Commission has approved the updates to the NASDAQ listing rules to incorporate new board diversity requirements, which Vodafone will be subject to as a foreign issuer. As a foreign issuer, Vodafone satisfies these requirements. In line with the Hampton-Alexander Review recommendation that by 2020 there would be at least 33% female representation at the Board, Executive Committee positions and direct reports of the Executive Committee (the ‘Senior Leadership Team’), we are pleased to report that as at 31 March 2022, 50% of our Board were female. Both our Senior Independent Director and Chief Financial Officer positions also continue to be held by women. Our Executive Committee has four positions held by women (28.6%). In the Senior Leadership Team, 56 roles are held by women (31.8%). In line with these targets and recommendations, we have developed and introduced a series of pioneering global programmes. Vodafone has made a global commitment to support its employees during the menopause, an initiative that forms part of Vodafone’s broader strategy of supporting all employees through every life stage to create a culture of inclusion. The initiative has rolled out a training and awareness programme to all employees globally, including a toolkit focused on raising understanding of the menopause and providing guidance on how to support employees, colleagues and family members. Additionally, Vodafone has a global Domestic Violence and Abuse Policy which sets out a comprehensive range of workplace supports, security and other measures for employees at risk of, experiencing, and recovering from, domestic violence and abuse. There is also the global parental leave policy which offers 16 weeks fully paid leave to all employees.

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Strategic report Financials Other information Governance 82 Vodafone Group Plc  Annual Report on Form 20-F 2022 Governance (continued) Board Diversity Matrix1 As of 31 March 2022 Country of Principal Executive Offices United Kingdom Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 10 Part I: Gender Identity Female Male Non-Binary Did Not Disclose Gender Directors 5 5 0 0 Part II: Demographic Background Under-represented individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 1 Note: 1. Prepared in accordance with guidance issued by NASDAQ. More information can be found here: listingcenter.nasdaq.com/home.aspx Read more about how we build a diverse and inclusive organisation on pages 39 and 40 This year, the CEO of Vodafone Ireland and the CFO of Vodafone Germany were also recognised at the EMEA 2022 WeQual Awards for driving greater equality and innovation. Attracting, retaining and promoting diverse leaders drives greater inclusion within the organisation, and we are confident that the additional initiatives detailed on page 39 will support us to reach the FTSE Women Leaders Review target to have at least 40% of women holding management and leadership roles by 2025. The Committee is mindful of the recommendation of the Parker Review to have at least one Director from a non-white ethnic minority by 2021. Whilst it is disappointing not to continue to meet this target from 28 July 2021, this is the first time in 18 years where we have not been able to confirm that at least one ethnic minority Director sits on our Board and we continue to take practical and purposeful steps towards enhancing the Board’s diversity. Vodafone has introduced new ethnic diversity targets to ensure that by 2030, 25% of the global senior leadership will come from ethnically diverse backgrounds. Based on self-declaration, currently 18% of Vodafone’s global Senior Leadership Team are from ethnically diverse backgrounds. Vodafone UK also confirmed that by 2025, 20% of its UK-based senior people will come from Black, Asian, or other diverse ethnicities, with 4% of those to be Black. Vodafone’s UK-based senior management and leadership are currently 15% Black, Asian or other diverse ethnicities, of whom 1% are Black. These commitments build on Vodafone’s Race, Ethnicity and Cultural Heritage (‘REACH’) action plan, a wider programme launched in 2020 to achieve greater workplace inclusion through allyship and anti-racism. Read more about our workplace inclusion programme on page 39 We continue to challenge our external search consultants to ensure that all forms of diversity, in particular ethnicity and gender, are considered when drawing up candidate shortlists. Governance The Committee continues to review action taken to comply with the Code and other legal and regulatory obligations during the year. The Committee received regular governance updates and is satisfied that Vodafone has complied with the Code in full during the year. The Matters Reserved for the Board and the terms of reference of the Nominations and Governance Committee, the Audit and Risk Committee, the ESG Committee and the Remuneration Committee were reviewed in March 2022. /s/ Jean-François van Boxmeer Jean-François van Boxmeer On behalf of the Nominations and Governance Committee 16 June 2022

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Strategic report Governance Financials Other information 83 Vodafone Group Plc  Annual Report on Form 20-F 2022 The Committee plays a key role in the governance of the Group’s financial reporting, risk management, internal control and assurance processes and the external audit. During the year, the Committee performed a series of business unit reviews and completed a schedule of risk deep dives, with a continued focus on cyber security given the high level of external threat. Chairman and financial expert David Nish Members Michel Demaré Deborah Kerr Amparo Moraleda Key responsibilities The responsibilities of the Committee are to: – Monitor the integrity of the financial statements, including the review of significant financial reporting judgements; – Monitor the Group’s risk management system, review of the principal risks and the management of those risks; – Provide advice to the Board on whether the Annual Report is fair, balanced and understandable and on the appropriateness of the long-term viability statement; – Review and monitor the external auditor’s independence and objectivity and the effectiveness of the external audit; – Review the system of internal financial control and compliance with section 404 of the US Sarbanes-Oxley Act; – Review and provide advice to the Board on the approval of the Group’s US Annual Report on Form 20-F; and – Monitor the activities and review the effectiveness of the Internal Audit function. Click to read the Committee’s terms of reference: vodafone.com/board-committees Letter from the Committee Chair I am pleased to present our report to you as Chair of the Audit and Risk Committee. This report provides an overview of how the Committee operates, an insight into the Committee’s activities during the year and its role in ensuring the integrity of the Group’s published financial information and the effectiveness of its risk management, controls and related processes. The membership of the Committee changed during the year. Sanjiv Ahuja stepped down from the Board and therefore the Committee in July 2021. I would like to thank Sanjiv for his contribution to the work of the Committee. We welcomed Deborah Kerr to the Committee following her appointment to the Board on 1 March 2022. The Committee met five times during the year. The attendance by members at Committee meetings can be seen on page 68. Each meeting agenda included a range of topics across the Committee’s areas of responsibility. – Cyber threat is the Group’s top principal risk and an area where we remain vigilant given that external threats remain at a very high level. This manifested itself in February 2022 when Vodafone Portugal was the target of a deliberate cyber attack which impacted our services in that market. The preparedness and skill of our technology team ensured that most services were recovered very quickly. During the year, the Committee regularly met with the Chief Technology Officer and Cyber Security Director to assess how the risks were being managed and how we can further reinforce our cyber security (see pages 49 to 51); – We completed a series of reviews across multiple business units, typically with a focus on the risk and control environment. During the year the Committee met with the CEO and CFO of Vantage Towers, the Director of the Group’s shared service centre organisation and the market CEOs in Germany, the UK, Italy, Spain, Egypt and Other Europe; – At the September and March meetings we considered the anticipated financial reporting matters, in addition to the review of the half-year results announcement at our November meeting and of the Annual Report and accompanying materials at our May meeting, prior to the Group’s results release. Our work included reviews of goodwill impairment testing, taxation judgements, legal contingencies and the Company’s work on going concern and the long-term viability statement; and – We performed deep dive reviews on certain other principal risks, including supply chain disruption with the Global Supply Chain Director and adverse political and policy environments with the Chief External and Corporate Affairs Officer. We welcome the enhanced disclosures on pages 66 and 67 to comply with the framework provided by the Task Force on Climate-related Financial Disclosures (‘TCFD’). In addition, we assessed with management the potential impact of climate change on the consolidated financial statements (see note 1 ‘Basis of preparation’ in the consolidated financial statements on page 133 for further information). Our external auditor, Ernst & Young (‘EY’), continues to provide robust challenge to management and provides its independent view to the Committee on specific financial reporting judgements and the control environment. Every three years the Board appoints an external organisation to perform an independent review of the Committee to evaluate its performance. The last review concluded that the Board members considered the Committee to be thorough and fully effective in meeting its objectives. Furthermore, a finding of the Vodafone Board effectiveness review conducted in 2022 by an external third party concluded that the Committee was operating effectively. /s/ David Nish 16 June 2022 David Nish On behalf of the Audit and Risk Committee Audit and Risk Committee Objective The Committee’s objective is the provision of effective governance over the appropriateness of financial reporting of the Group, including the adequacy of related disclosures, the performance of both the Internal Audit function and the external auditor and oversight of the Group’s systems of internal control, business risks and related compliance activities. Committee governance Committee meetings normally take place the day before Board meetings. The Committee Chair reports to the Board, as a separate agenda item, on the activity of the Committee and matters of particular relevance. The Board has access to the Committee’s papers and receives copies of the Committee minutes. The Committee regularly meets separately with the external auditor, the Chief Financial Officer, the Group Audit Director and the Group Head of Risk and Compliance without others being present. The Chair also meets regularly with the external lead audit partner during the year, outside of the formal Committee process. Scan or click to watch the Chair of the Audit and Risk Committee explain his role: investors.vodafone.com/videos

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Strategic report Financials Other information Governance 84 Vodafone Group Plc  Annual Report on Form 20-F 2022 The Chair is designated as the financial expert on the Committee for the purposes of the US Sarbanes-Oxley Act and the 2018 UK Corporate Governance Code (‘Code’). The Committee continues to have competence relevant to the sector in which the Group operates. The skills and experience of Committee members are detailed on pages 73 and 74. Read more on pages 73 and 74 War in Ukraine Whilst the Group does not have significant operations in either Russia or Ukraine, a review was undertaken by management to assess any consequences on the financial statements arising from the conflict or from the resulting sanctions imposed on Russia and Belarus. It was concluded there are no material impacts on the consolidated financial statements for the year ended 31 March 2022. The impact on the Group’s principal risks was also assessed as set out in the ‘Risk management’ section. Long-term viability statement and going concern assessment The Committee provides advice to the Board on the form and basis of conclusion underlying the long-term viability statement and the going concern assessment. Read more about the long-term viability statement on page 65 Read more about the going concern assessment on page 118 The Committee challenged management on its financial risk assessment as part of its consideration of the long-term viability statement. This included scrutiny of forecast liquidity, balance sheet stress tests, the availability of cash and cash equivalents through new or existing financing facilities and a review of counter-party risk to assess the likelihood of third parties not being able to meet contractual obligations. This comprehensive assessment of the Group’s prospects made by management included consideration of: – The review period and alignment with the Group’s internal long- term forecasts; – The assessment of the capacity of the Group to remain viable after consideration of future cash flows, expected debt service requirements, undrawn facilities, and access to capital markets; – The modelling of the financial impact of severe but plausible risk scenarios materialising, including the impact of energy price inflation, exacerbated by the war in Ukraine; – Ensuring clear and enhanced disclosures in the Annual Report as to why the assessment period selected was appropriate to the Group, what qualifications and assumptions were made and how the underlying analysis was performed, consistent with FRC pronouncements; and – Comprehensive disclosure in relation to the Group’s liquidity provided in the consolidated financial statements. See note 22 ‘Capital and financial risk management’. Financial reporting The year ended 31 March 2022 is the third financial year that has been, at least partially, impacted by the COVID-19 pandemic. Restrictions regarding social distancing and travel eased during the year and most of our offices were open for part of the year. Many of the Group’s employees involved with financial reporting now split the working week between office working and remote working, and this approach is fully embedded and works effectively. The controls we implemented last year to support remote working remain in place. The Committee’s primary responsibility in relation to the Group’s financial reporting is to review, with management and the external auditor, the appropriateness of the half-year and annual consolidated financial statements. The Committee focuses on: – The quality and acceptability of accounting policies and practices; – Providing advice to the Board on the form and basis underlying the long-term viability statement; – Material areas in which significant judgements have been applied or where significant issues have been discussed with the external auditor; – An assessment of whether the Annual Report, taken as a whole, is fair, balanced, and understandable and whether our US Annual Report on Form 20-F complies with relevant US regulations; – The clarity of the disclosures and compliance with financial reporting standards and relevant financial and governance reporting requirements; and – Any correspondence from regulators in relation to our financial reporting. Accounting policies and practices The Committee received reports from management in relation to: – The identification of critical accounting judgements and key sources of estimation uncertainty, including the impact of climate change on the consolidated financial statements; – Significant accounting policies; and – Proposed disclosures of these in the 2022 Annual Report. Following discussions with management and the external auditor, the Committee approved the disclosures of the accounting policies and practices set out in note 1 ‘Basis of preparation’ and within other notes to the consolidated financial statements. Fair, balanced and understandable The Committee assessed whether the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. This assessment is supported by the Group’s Disclosure Committee which is chaired by the Group General Counsel and Company Secretary who briefs the Committee on the Disclosure Committee’s work and findings. The Committee reviewed the processes and controls that underpin the Annual Report’s preparation, ensuring that all contributors and senior management are fully aware of the requirements and their responsibilities. This included the financial reporting responsibilities of the Directors under section 172 of the Companies Act 2006 to promote the success of the Company for the benefit of its members as well as considering the interests of other stakeholders which will have an impact on the Company’s long-term success. The Committee reviewed an early draft of the Annual Report to enable input and comment. In conjunction with the ESG Committee, this included the review of ESG-related disclosures, including TCFD. The Committee also reviewed the results announcement, supported by the work of the Group’s Disclosure Committee, which also reviews and assesses the appropriateness of investor communications. This work enabled the Committee to provide positive assurance to the Board to assist it in making the statement required by the Code. Significant financial reporting judgements The areas considered and actions taken by the Committee in relation to the 2022 consolidated financial statements are outlined overleaf. For each area, the Committee was satisfied with the accounting and disclosures in the consolidated financial statements. Governance (continued)

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Strategic report Governance Financials Other information 85 Vodafone Group Plc  Annual Report on Form 20-F 2022 Area of focus Actions taken India accounting matters The disclosure and accounting judgements in relation to: – The impact on the Group’s conditional and capped obligations to make certain payments to Vodafone Idea Limited (‘VIL’) under a payment mechanism agreed at the time of the merger between Vodafone India and Idea Cellular in 2017. – The valuation of the security package provided by the Group to Indus Towers (‘Indus’) in respect of commitments of VIL to Indus and the obligation to the TRS lenders, considering the referenced assets. – The classification of the Group’s investment in Indus as held for sale. See note 29 ‘Contingent liabilities and legal proceedings’ in the consolidated financial statements. The Committee reviewed the appropriateness of the Group’s accounting judgements in relation to potential liabilities under the payment mechanism agreed with VIL, considering VIL’s ability to make any further material payments. The review considered the implications of the telecommunication relief package published by the Government of India in September 2021 and the anticipated debt for equity conversion, as well as VIL’s indebtedness, cash flows and need for additional funding. The Committee also reviewed accounting matters relating to Indus Towers, notably (i) the terms of the pledges contained in the security package, (ii) the disposal of primary pledge shares during the year and (iii) the continued classification as held for sale in the consolidated financial statements. These reviews occurred at the September 2021, November 2021, March 2022, and May 2022 Committee meetings. Impairments Judgements in relation to impairment testing relate primarily to the assumptions underlying the calculation of the value in use of the Group’s businesses, being the achievability of the long-term business plans and the macroeconomic and related valuation model assumptions. See note 4 ‘Impairment losses’ in the consolidated financial statements. The Committee met with the Group Head of Financial Planning & Analysis in May 2022 to discuss the impairment exercise undertaken and to challenge the appropriateness of assumptions made, including: – The consistent application of management’s valuation methodology; – The achievability of the Group’s five year business plans; – The potential impacts of (i) rising energy cost, (ii) the war in Ukraine and (iii) climate change on the Group’s businesses and valuation assumptions; – The long-term growth assumed for the Group’s businesses at the end of the plan period; and – The discount rates assumed in the valuation of the Group’s businesses. During the year, the Group recorded no material impairments of asset carrying values. Taxation The Group is subject to a range of tax claims and related legal actions in several jurisdictions where it operates. Furthermore, the Group has extensive accumulated tax losses, and a key management judgement is whether a deferred tax asset should be recognised in respect of those losses. See note 6 ‘Taxation’ and note 29 ‘Contingent liabilities and legal proceedings’ in the consolidated financial statements. The Committee met with the Group Tax Director in November 2021 and May 2022 in advance of the half-year and year-end reporting, respectively. The Group Tax Director also provided a briefing on international tax reform and its consequences for the Group. The Committee challenged the judgements underpinning tax provisioning, deferred tax assets and related disclosures. Liability provisioning The Group is subject to a range of claims and legal actions from a number of sources, including, but not limited to, competitors, regulators, customers, suppliers and, on occasion, fellow shareholders in Group subsidiaries. See note 16 ‘Provisions’ and note 29 ‘Contingent liabilities and legal proceedings’ in the consolidated financial statements. The Committee met with the Director of Litigation in November 2021 and May 2022 in advance of the half-year and year-end reporting, respectively. The Group Litigation Director updated the Committee on legal contingencies and key investigations. The Committee reviewed and challenged management’s assessment of the status of the most significant claims, together with relevant legal advice received by the Group, to form a view on the level of provisioning and appropriateness of disclosures in the financial statements. Revenue recognition Revenue is a risk area given the inherent complexity of IFRS 15 accounting requirements and the underlying billing and related IT systems. See note 1 ‘Basis of preparation’ in the consolidated financial statements. The accounting policy for, and related disclosure requirements of IFRS 15 that have been presented in the Annual Report, were reviewed in March and May 2022. The Committee considered the scope of EY’s planned revenue audit procedures, and their related audit findings and observations at its meetings in November 2021 and May 2022.

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Strategic report Financials Other information Governance 86 Vodafone Group Plc  Annual Report on Form 20-F 2022 Regulators and our financial reporting The FRC publishes thematic reviews and other guidance to help companies improve the quality of corporate reporting through the provision of guidance and reviews of the quality of reporting across public companies. The Group routinely reviews FRC publications, the most relevant publications for the 2022 Annual Report being: – Key matters for 2021/22 reports and accounts; – Annual review of corporate reporting 2020/21; and – Thematic review on existing disclosure requirements for (i) alternative performance measures, (ii) viability and going concern and (iii) provisions, contingent liabilities and contingent assets. The Group already complied with the majority of the recommendations and the 2022 Annual Report has been updated to adopt best practice where appropriate. In addition, the FRC published a thematic review on interim reporting. Its recommendations were reviewed during the Group’s half-year reporting. The Task Force on Climate-related Financial Disclosures (‘TCFD’) sets out four core areas of recommended climate-related disclosures, which the Group disclosed on a voluntary basis in the 2021 Annual Report. The Risk management section in the 2022 Annual Report has been expanded to include enhanced disclosures. This is an evolving topic which the Group will monitor closely. Internal control and risk management The Committee has the primary responsibility for the oversight of the Group’s system of internal control, including the risk management framework, the compliance framework, and the work of the Internal Audit function. Internal Audit The Internal Audit function provides independent and objective assurance over the design and operating effectiveness of the system of internal control, through a risk-based approach. The function reports into the Committee and, administratively, to the Group Chief Financial Officer. The function is composed of teams across Group functions and local markets. This enables access to specialist skills through centres of excellence and ensures local knowledge and experience. Cooperation with professional bodies and an information technology research firm has ensured access to additional specialist skills and an advanced knowledge base. Internal Audit activities are based on a robust methodology and the internal quality assurance improvement programme ensures conformity with the International Professional Practices framework, which includes the IIA Standards and Code of Ethics, and the continuous development of the audit methodology applied. The conformity was reviewed and verified through an External Quality Assessment by an independent consultancy firm. The function has invested in several initiatives to improve its effectiveness, particularly in the adoption of new technologies. The innovative use of data analytics has provided broader and deeper audit testing and driven increased insights. The Committee has a standing agenda item to cover Internal Audit related topics. Prior to the start of each financial year, the Committee reviews and approves the annual audit plan, assesses the adequacy of the budget and resources, and reviews the operational initiatives for the continuous improvement of the function’s effectiveness. The audit plan’s rolling review framework, and the data driven risk assessment used to identify emerging risks is considered and amendments to the audit programme reviewed during the financial year. The Committee reviews progress against the approved audit plan and the results of our audit activities, with a stronger focus on unsatisfactory audit results and ‘cross-entity audits’, which are audits that are performed across multiple markets with the same scope. Audit results are analysed by process and entity (local markets/Group functions) to highlight both changes in the control environment and areas that require attention. During the year, Internal Audit coverage focused on principal risks, which included: Cyber threat and Strategic transformation. Relevant audit results are reported before the Committee’s in-depth review with the risk owner, which allows the Committee to have an integrated view on the way the risk is managed. Assurance was also provided across a range of areas, including digital customer journeys, technology controls in financial systems, data privacy, access to commercial systems, compliance with anti-bribery and economic sanctions policies, Vodafone Business application/portal security, secured engineering access to networks, sustainability, and M-Pesa. The activities performed by the shared service organisation also received attention due to their significant bearing on the effectiveness of global processes. Management is responsible for ensuring that issues raised by Internal Audit are addressed within an agreed timetable, and the Committee reviews their timely completion. An independent review of the effectiveness of the Group’s Internal Audit function was performed by Deloitte LLP and the findings presented to the Committee at the January 2022 meeting. The review concluded that the Internal Audit function operated in accordance with the Global Institute of Internal Auditors’ International Professional Practices Framework, is at the top of its peer group range and demonstrates areas of innovative practice. It was also recommended that the Internal Audit function could reach the top end ‘world class’ assessment with some additional innovation and a more strategic role. Assessment of the Group’s system of internal control, including the risk management framework The Group’s risk assessment process and the way in which significant business risks are managed is an area of focus for the Committee. The Committee’s activity here was led primarily, but not solely, by the Group’s assessment of its principal and emerging risks and uncertainties, as set out on pages 60 to 64 and a range of mitigations for risks as set out on pages 119 to 122. Cyber threat remains a major focus for the Committee given the ever-increasing risks in this area and cyber attacks in the year. The Group has an internal control environment designed to protect the business from the material risks which have been identified. Management is responsible for establishing and maintaining adequate internal controls and the Committee has responsibility for ensuring the effectiveness of those controls. The Committee reviewed the process by which Group management assessed the control environment, in accordance with the requirements of the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting published by the FRC. This activity was supported by reports from the Group Audit Director and the Head of Risk and a range of functional specialists covering areas such as privacy compliance, treasury policy and the review of internal controls. As part of the Committee’s recurring agenda items, the Group Security Director provided a fraud update, the scope of which would include incidents of fraud involving management or employees with a significant role in internal controls. The Group operates a ‘Speak Up’ channel that enables employees to anonymously raise concerns about possible irregularities. The Committee received an update on the operation of the channel together with the output of any resulting investigations. The Committee has completed its review of the effectiveness of the Group’s system of internal control, including risk management, during the year and up to the date of this Annual Report. The review covered all material controls including financial, operating and compliance controls. The Committee confirms that the system of internal control operated effectively for the 2022 financial year. Where specific areas for improvement were identified, mitigating alternative controls and processes were in place. This allows us to provide positive assurance to the Board to help fulfil its obligations under the Code. Governance (continued)

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Strategic report Governance Financials Other information 87 Vodafone Group Plc  Annual Report on Form 20-F 2022 Compliance with section 404 of the US Sarbanes-Oxley Act Oversight of the Group’s compliance activities in relation to section 404 of the US Sarbanes-Oxley Act and policy compliance reviews also fall within the Committee’s remit. Management is responsible for establishing and maintaining adequate internal controls over financial reporting and we have responsibility for ensuring the effectiveness of these controls. The Committee received updates on the Group’s work in relation to section 404 compliance and the Group’s broader financial control environment during the year. We continue to challenge management on ensuring the nature and scope of control activities evolve to ensure key risks continue to be adequately mitigated. The ongoing and deeper use of automated controls embedded within our systems and data analytics is part of the evolution of the Group’s control environment and was reviewed and discussed by the Committee at the January 2022 meeting. The Committee also took an active role in monitoring the Group’s compliance activities, including receiving reports from management in the year covering programme-level changes, the scope of compliance work performed and the results of controls testing. The external auditor also reports the status of its work in relation to controls in its reports to the Committee. External audit The Committee has primary responsibility for overseeing the relationship with the external auditor, EY. This includes making the recommendation on the appointment, reappointment, and removal of the external auditor, assessing its independence on an ongoing basis, and approving the statutory audit fee, the scope of the statutory audit and the appointment of the lead audit engagement partner. Alison Duncan has held this role for three years since the appointment of EY as external auditor for the year ended 31 March 2020. EY presented to the Committee its detailed audit plan for the 2022 financial year, which outlined its +audit scope, planning materiality and its assessment of key audit risks. The identification of key audit risks is critical in the overall effectiveness of the external audit process. The Committee also received reports from EY on its assessment of the accounting and disclosures in the financial statements and financial controls. The Committee will continue to review the auditor appointment and anticipates that the audit will be put out to tender at least every 10 years. The Company has complied with the Statutory Audit Services Order 2014 for the financial year under review. The last external audit tender took place in 2019 which resulted in the appointment of EY. Independence and objectivity In its assessment of the independence of the auditor, and in accordance with the US Public Company Accounting Oversight Board’s (‘PCAOB’) standard on independence, the Committee received details of all relationships between the Company and EY that may have a bearing on its independence and received confirmation from EY that it is independent of the Company in accordance with US federal securities law and the applicable rules and regulations of the Securities and Exchange Commission (‘SEC’) and the PCAOB. Effectiveness of the external audit process The Committee reviewed the quality of the external audit process throughout the year and considered the performance of EY. This comprised the Committee’s own assessment and the results of a detailed feedback survey of senior personnel across the Group. Based on these reviews, the Committee concluded that there had been appropriate focus and challenge by EY on the primary areas of the audit and that EY had applied robust challenge and scepticism throughout the audit. EY audit and non-audit fees Total fees payable to EY for audit and non-audit services in the year ended 31 March 2022 amounted to €25 million (2021: €32 million). Non-audit fees for the year ended 31 March 2021 included an amount of €11 million in relation to the IPO of Vantage Towers A.G. in March 2021. Audit fees The Committee reviewed and discussed the fee proposal, was engaged in agreeing audit scope changes and, following the receipt of formal assurance that its fees were appropriate for the scope of the work required, agreed an audit fee of €23 million for statutory audit services in the year (2021: €21 million). Non-audit fees To protect the independence and objectivity of the external auditor, the Committee has a policy for the engagement of the external auditor to provide non-audit services. The policy prohibits EY from playing any part in management or decision-making, providing certain services such as valuation work and the provision of accounting services. The Group’s non-audit services policy incorporates the requirements of the FRC’s Ethical Standard, including a ‘whitelist’ of permitted non-audit services which mirrors the FRC’s Ethical Standard. The Committee has pre-approved that EY can be engaged by management, subject to the policies set out above, and subject to: – A €60,000 fee limit for individual engagements; – A €500,000 total fee limit for services where there is no legal alternative; and – A €500,000 total fee limit for services where there is no practical alternative supplier. For those permitted services that exceed these specified fee limits, the Committee Chair pre-approves the service. Non-audit fees were €2 million (2021: €11 million) and represented 9% of audit fees for the 2022 financial year (2021: 52%). See note 3 ‘Operating profit’ in the consolidated financial statements.

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Strategic report Financials Other information Governance 88 Vodafone Group Plc  Annual Report on Form 20-F 2022 In-depth reviews The Committee requested management to provide in-depth reviews as part of the meeting agendas. These reviews are summarised below, together with the Group’s principal risk to which the review relates. Subject of in-depth review Principal risk Cyber threat and information security review with the Chief Technology Officer and the Cyber Security Director. Cyber threat Ransomware review with the Chief Technology Officer and Cyber Security Director. Cyber threat Deep dive on the remit of the Technology Assurance team with the Chief Technology Officer. Cyber threat Technology resilience and future readiness Principal risk deep dive with the Global Supply Chain Director. Supply chain disruption Principal risk deep dive with the Chief External and Corporate Affairs Officer. Adverse political and policy environments Deep dive into privacy compliance and governance at Vodafone from the Group Privacy Officer. Adverse political and policy environments Update on the European Electronic Communications Code by the Chief External and Corporate Affairs Officer. Adverse political and policy environments Review of the opportunities presented by data analytics and digital enablement provided by the Group Financial Controlling and Operations Director and the Group Internal Audit Director. Strategic transformation Updates on the strategic transformation in Germany and partner agencies from the market CEO. Strategic transformation Market review of Italy provided by the market CEO. Strategic transformation Market review of Spain provided by the market CEO. Strategic transformation Market review of the UK provided by the market CEO. Strategic transformation Business deep dive of Vantage Towers provided by the CEO and CFO. Strategic transformation Market review of Lesotho provided by the market Managing Director. Strategic transformation Update on the ‘Trust by Design’ programme from the Group General Counsel and Company Secretary. Strategic transformation Deep dive into Vodafone Business provided by the CEO and Legal Director of Vodafone Business. Strategic transformation Report from the Europe Cluster CEO and CFO on the controls and risk landscape in the Europe cluster markets. Strategic transformation Deep dive of the control environment and compliance from the CEO of Vodafone Egypt. Strategic transformation Deep dive into the risk and control environment at _VOIS, the Group’s shared services organisation. This was provided by the Group’s Director of _VOIS. Strategic transformation Review of the long-term viability statement and the going concern assessment with management. Adverse changes in macroeconomic conditions Governance (continued)

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Strategic report Governance Financials Other information 89 Vodafone Group Plc  Annual Report on Form 20-F 2022 This year, the Board formally approved the establishment of a new Committee of the Board, the ESG Committee. The role of the Committee is to provide oversight of Vodafone’s Environmental, Social and Governance (‘ESG’) programme, of sustainability and responsible business practices, as well as Vodafone’s contribution to the societies that we operate in under the social contract. Chair Amparo Moraleda Members Valerie Gooding Dame Clara Furse DBE Key responsibilities The responsibilities of the Committee are to: – Oversee the ESG programme, including the purpose strategy (Inclusion for All, Planet and Digital Society), sustainability and responsible business practices, and the social contract; – Approve the ESG strategy, including related targets and KPIs, and monitor progress against key performance indicators and external ESG index results; – Oversee execution of the ESG strategy and related policies and programmes required to implement the ESG strategy, as well as the Group’s progress on ESG commitments and targets; and – Provide advice and direction to management on implementation of the ESG strategy, the opportunities and risks to the Group’s operations and reputation and its corporate responsibility. Click to read the Committee’s terms of reference: vodafone.com/board-committees Letter from Committee Chair On behalf of the Board, I am pleased to present Vodafone’s first ESG Committee Report for the year ended 31 March 2022. ESG is at the core of our purpose and is a key element in the execution of our strategy. Reflecting the criticality of ESG and Vodafone’s commitment to this topic, this year the Board approved the creation of the new ESG Committee to provide the Board with enhanced oversight of ESG matters. We believe the ESG Committee will contribute to the long-term success of Vodafone, for the benefit of our customers, key stakeholders, and the societies in which we operate. Some key stakeholder interests considered as part of the Committee include: – Investors: Strong, Board-level ESG governance is a key requirement of an effective ESG programme; – Governments and regulators: Local and international legal and regulatory obligations on ESG topics continue to increase; – Local communities and NGOs: ESG topics affect the day-to-day lives of the people in the communities that we serve; – Suppliers and customers: Upholding high ethical standards throughout our value chain is critical for stakeholders when deciding whether they should do business with Vodafone; – Employees: Employees take pride in working for a purpose-driven organisation that is enabling an inclusive and sustainable digital society. When establishing the Committee, the Board worked to ensure that members brought a range of experience on ESG-related topics that fall within the Committee’s remit. As Chair, I have extensive experience in this area, and have also been a member of the Board of Trustees of the Vodafone Foundation since 2020. I’m delighted to be joined on the Committee by Dame Clara Furse and Valerie Gooding. Dame Clara Furse is the Chair of the UK Voluntary Carbon Markets Forum and also provides a valuable investor perspective given her previous executive and non-executive career. Valerie Gooding serves as the Workforce Engagement Lead for the Board and regularly engages with employees throughout the organisation. Valerie is also the Chair of the Remuneration Committee which introduced ESG measures into our long-term incentive plan two years ago, following approval by shareholders. During the year, the Committee met twice. The first meeting in November 2021 focused on reviewing Vodafone’s overall approach to ESG. This included presentations from Joakim Reiter, Vodafone Group’s Chief External and Corporate Affairs Officer, as well as the Director of Investor Relations. The Committee was encouraged by the extent to which ESG is being integrated into Vodafone’s corporate strategy. It was also noted that there has been a significant increase in expectations on ESG performance from key stakeholders in recent years, notably accelerated by the COVID-19 crisis. Read more on Vodafone’s approach to ESG on page 34 The Committee’s second meeting in March 2022 focused on reviewing Vodafone’s Planet strategy, as we are focused on understanding climate-related risks and opportunities, and embedding responses to these into our business strategy and operations. The Committee works alongside the Audit and Risk Committee in overseeing matters relating to climate change risk management. The deep dive into Vodafone’s Planet agenda included an update on performance, as well as discussion of key challenges and opportunities relating to Vodafone’s ambitions of becoming net zero by 2040. We also discussed our programmes enabling our customers to reduce their carbon emissions, and building more of a circular economy to reduce network and device electronic waste. The Committee was also given an insight into how Vodafone’s global strategy is operationalised locally, through a presentation from Vodafone Germany’s CEO, Hannes Ametsreiter. Read more on Vodafone’s Planet strategy and targets on page 41 On behalf of the Committee, I have reported the Committee’s work to the Board. Over the next year, I look forward to the Committee’s continued oversight and scrutiny of Vodafone’s ESG agenda, including further presentations from senior executives and experts from across the Group. During FY23, the Committee will review Vodafone’s Inclusion for All and human rights agendas, and will consider how the Vodafone’s ESG strategy is implemented across Africa through the Vodacom Group. As Committee Chair, I will also be available to engage with shareholders who have questions or comments about the work of the Committee at our 2022 AGM. /s/ Amparo Moraleda Amparo Moraleda On behalf of the ESG Committee 16 June 2022 ESG Committee Scan or click to watch the Chair of the ESG Committee explain her role: investors.vodafone.com/videos

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Strategic report Financials Other information Governance 90 Vodafone Group Plc  Annual Report on Form 20-F 2022 Read more Read more Read more Environment Energy consumption and GHG emissions Including energy sources, uses and targets E-waste and other environmental topics Including device and network waste, water and plastics Environmental benefits from products & services Including carbon & resource efficiency enablement Climate change risk management Including alignment with TCFD recommendations Social Health and safety Diversity & inclusion and employee experience Employee rights Including collective bargaining, grievance mechanisms, Speak Up, Fair Pay, and labour standards Responsible supply chain Including labour standards and sourcing of minerals Human and digital rights Including privacy regulations, right to privacy and freedom of expression, and other human rights Socio-economic benefits from products & services Including digital inclusion Governance Mobile, masts and health Security Including cyber and other security topics Anti-bribery and corruption Business conduct & ethics Including taxation, business conduct and compliance Corporate governance Reporting Including Annual Report and Accounts, Modern Slavery Statement and other voluntary ESG disclosures Focus during the year The ESG Committee met twice during the year ended 31 March 2022. The following provides a summary of the topics covered. November 2021 – Approval of the Committees Terms of Reference, along with a discussion on the purpose and expected remit of the ESG Committee. – Joakim Reiter, Vodafone Group’s Chief External and Corporate Affairs Officer, presented a paper on the annual overview of political, policy and regulatory trends which had been provided to the Board of Vodafone Group Plc at its July 2021 meeting. The paper outlined the key impacts of the COVID-19 pandemic on the political and regulatory environment and the accelerated changes in expectations on businesses post-pandemic. – Joakim Reiter and Vodafone Group’s Investor Relations Director presented on Vodafone’s ESG approach. This outlined how Vodafone’s approach to ESG was a core part of the corporate strategy and a driver of commercial success. The discussion outlined how Vodafone’s ESG approach brings together five key programmes: 1. Purpose and the actions Vodafone takes as part of the three purpose pillars (Digital Society, Inclusion for All and Planet); 2. Social contract, which was a key growth lever for the Company as a whole; 3. Responsible business practices, to ensure Vodafone operates to the highest standards of integrity and ethics, ensuring that Vodafone is ’Doing What’s Right’ towards employees, customers, society and suppliers; 4. Transparency, including providing correct disclosures and reporting as well as external positioning, engagement and communication on all material ESG aspects; and 5. Measurement, as Vodafone’s performance is measured in various ways covering different audiences and target groups. March 2022 – Presentation to the Committee on Vodafone’s Planet approach and performance. This included an outline of how Vodafone activates the strategy for different stakeholder groups, including consumers, regulators and investors. Joakim Reiter presented on Vodafone’s approach to reaching net zero carbon emissions by 2040, including progress to date and some of the challenges. – The Committee was joined by relevant senior representatives from within Vodafone (Vodafone Group’s Marketing and Brand Director and Device Operations Director and Vodafone Business’ Legal Director). The discussion focused on Vodafone’s approach to building more of a circular economy for devices and activating its Planet strategy for consumers. The Committee were also updated on Vodafone’s carbon enablement and ‘digital for green’ strategy. – Hannes Ametsreiter (Vodafone Germany CEO) provided the Committee with an overview of how Vodafone’s global Planet strategy is implemented locally in Germany, through Vodafone Germany’s ‘GigaGreen’ programme. – The ESG Committee discussed Vodafone’s approach to FY22 year-end ESG reporting and assurance. Key focus for the next year The key areas of focus for the next year: – Deep dives into Inclusion for All and Digital Society purpose pillars; – Review of Vodafone’s approach to human rights, including associated governance and reporting; – Further understanding of operationalisation of ESG approach across the business, with a focus on Vodacom; and – Continuing to review progress of ESG strategy, including performance against external targets and ESG indices and rankings. Mapping of ESG topics When establishing the ESG Committee and setting its remit, we completed a mapping of all key ESG topics for Vodafone, to ensure clarity on the role of the ESG Committee alongside the Board and other relevant Committees. This is presented below, alongside further details of each ESG topic. 42 43 43 66 56 55 35 Key Audit and Risk Committee ESG Committee Nominations and Governance Committee Full Board A N E B 68 56 49 53 44 36 54 47 55 47 39 52 Governance (continued) E E E A E B A B B E A E E B A B A A N B B E A 41

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Strategic report Governance Financials Other information 91 Vodafone Group Plc  Annual Report on Form 20-F 2022 Letter from the Remuneration Committee Chairman On behalf of the Board, I present our 2022 Directors’ Remuneration Report. This report includes both our Policy Report (as approved by shareholders at the 2020 AGM), and our 2022 Annual Report on Remuneration, which sets out how our policy was implemented during the year under review, and how it will be applied for the year ahead. Activities during the year During the last year, we have demonstrated consistent and sustainable growth and have continued to deliver against our purpose and strategy, keeping society connected during recent volatile and critical times. As we start to move forward after the COVID-19 pandemic, we will continue to support our people and in my role as Workforce Engagement Lead I have heard how our response to the pandemic provided support and clarity to our colleagues during this period. Our actions ensured that no employees were furloughed whilst we also continued to run global all-employee pay programmes, including the delivery of performance related pay across our business. We also enhanced our working from home capabilities and given we are able to meet and collaborate in person again, we are moving to a flexible hybrid working policy which blends the best of both home and office working. Looking specifically at executive remuneration, in implementing the current policy during the year the Committee has continued to consider the experience of wider stakeholders when determining matters including executive salaries, incentive outcomes, and package structures, with all such decisions aligned with our shareholder approved Remuneration Policy and the Committee’s principles. These principles aim to ensure our pay arrangements drive the delivery of our strategy, are aligned with performance, encourage shareholder alignment, and support our Fair Pay principles – further details can be found online using the link at the top of this page. Alignment with our strategic framework Ensuring our Remuneration Policy supports and drives our wider business strategy remains a core focus of the Committee. Our vision is to become a new generation connectivity and digital services provider for Europe and Africa, which will enable an inclusive and sustainable digital society. We are focused on growing our converged connectivity markets in Europe and mobile data and payments in Africa, reflecting our three core customer segments of Europe Consumer, Africa Consumer, and Vodafone Business. To enable us to meet this objective, our strategic priorities are to become a simplified and efficient operator, to maintain our leading gigabit networks, and to shape the digital society through our role in influencing policy and regulation. These priorities require us to deliver sustainable growth, leverage our scale to deliver efficiencies and value creation, and to continue to optimise our portfolio. The importance of our strategic framework is reflected in the inclusion of the free cash flow measure in both our short-term and long-term incentive plans, with cash generation remaining a key driver of value creation in our business. Service revenue and adjusted EBIT also continue to be important financial measures in our short-term incentive plan, both for measuring the impact of our strategic growth initiatives and in helping us deliver long-term value to our shareholders. Our growth plan is built around deepening the trusted relationships with consumers and business customers and the importance of customer relationships is reflected in the inclusion of a customer appreciation metric in our short-term incentive. Engagement during the year It is the Committee’s strong belief that through constructive engagement the relationship between the Committee and shareholders is mutually beneficial. Our 2020 Policy Report was approved by over 96% of shareholders, reflecting the importance and effectiveness of two-way dialogue during such consultations. The Committee remains satisfied that the current policy is operating effectively. Our Remuneration Policy will next be reviewed ahead of its submission for shareholder approval at the 2023 AGM following the conclusion of its full three-year term. Shareholder consultation will form an important part of the Committee’s review over the course of the next year. In terms of engaging the employee voice, as Workforce Engagement Lead I attended meetings with both our European and South African forums, with feedback and comments from the meetings subsequently reported back directly to the Board. The key topics raised by employee representatives this year focused on our Future Ready ways of working, our response to COVID-19 and the progress on our Fair Pay agenda. I would like to thank the representatives from both forums for inviting me and for contributing to the discussions. When looking at the feedback from these forums and our other channels of engagement it is evident that our colleagues value the open and regular updates the business has given throughout the year, and the Board will ensure these continue in the year ahead. Read more about our stakeholder engagement activities on pages 14 to 15 of this Annual Report Arrangements for 2023 Base salary and pension arrangements The base salaries for both Executive Directors have been frozen since their respective appointments in 2018. As set out in last year’s Directors’ Remuneration Report, the Committee agreed during the 2021 review that salary increases for both individuals were warranted – however, given the context of COVID-19 and wider budgetary restraint shown at leadership level it was decided that both salaries would remain unchanged and that the position would be reviewed again in 2022. Following this year’s review the Committee concluded that in light of their experience it was appropriate to increase the salaries of both Executive Directors. The Committee discussed the matter in detail and, despite the rationale for more significant adjustments, agreed that for 2022 the most appropriate decision was for the increases to be aligned with the wider UK workforce budget. The salaries for both Executive Directors will therefore be increased by 3% effective from 1 July 2022. The Committee is conscious of the importance of our executive remuneration arrangements remaining fair and competitive and will re-visit this topic again as part of the next review in 2023 to determine if any further adjustments are required. Pension arrangements for both Executive Directors will continue to remain aligned with the wider UK workforce at 10% of base salary. Remuneration Committee Scan or click to watch the Senior Independent Director and Chair of the Remuneration Committee explain her role: investors.vodafone.com/videos

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Strategic report Financials Other information Governance 92 Vodafone Group Plc  Annual Report on Form 20-F 2022 Annual bonus (‘GSTIP’) At the January 2022 meeting, the Committee agreed that the performance conditions and their respective weightings for 2023 should remain unchanged from 2022. The measures under the annual bonus of service revenue, adjusted free cash flow, adjusted EBIT, and customer appreciation KPIs will continue to be equally weighted at 25% for the 2023 plan. Global long-term incentive (‘GLTI’) The GLTI structure will also remain unchanged for 2023, in line with our agreed normal policy. The measures under the long-term incentive will continue to be weighted at 60% adjusted free cash flow, 30% relative TSR and 10% ESG. Read more on pages 110 and 111 Performance outcomes during 2022 GSTIP performance (1 April 2021 – 31 March 2022) Annual bonus performance during the year was measured against both financial and strategic measures. The four measures were equally weighted at 25% each, with financial metrics constituting service revenue, adjusted EBIT and adjusted free cash flow whilst the strategic measure was linked to customer appreciation KPIs. These KPIs covered metrics including churn, revenue market share, and net promoter score. Performance under both the financial performance measures and the customer appreciation KPIs metrics was above the midpoint of the target range. The combined performance resulted in an overall bonus payout of 69.2% of maximum. Further details on performance can be found on pages 100 and 101. GLTI performance (1 April 2019 – 31 March 2022) The 2020 GLTI award (granted June 2019) was subject to adjusted free cash flow (2/3 of total award) and relative TSR (1/3 of total award) performance. Both performance conditions were measured over the three-year period ended 31 March 2022. Final FCF performance finished below the mid-point of the range resulting in 29.2% of the FCF element vesting. TSR performance was above the median of the peer group resulting in vesting just above threshold under this element. This resulted in an overall vesting percentage of 26.1% of maximum. Further details of this vesting calculation can be found on pages 101 and 102. Consideration of discretion The Committee reviewed the appropriateness of the outcomes of both the annual bonus and long-term incentive plan in light of both the relevant performance targets and the wider financial and business performance across the respective measurement periods. Outcomes were reviewed against the wider employee experience during the periods under review with the Committee noting that global employee pay reviews, including the delivery of performance-related pay, had been undertaken throughout the COVID-19 pandemic and was also scheduled for later in 2022. It was agreed that the outcomes were appropriate and that no adjustments were required. Looking forward Over the course of the next 12 months the Committee will be reviewing the current Remuneration Policy ahead of its submission for approval at the 2023 AGM in line with regulatory requirements and I look forward to engaging with you, our shareholders, ahead of this date. As per previous reviews, the Committee will ensure sufficient time is allocated for consultation prior to the policy being finalised for approval. The rest of this report sets out both our Policy Report, as approved at the 2020 AGM, and our Annual Report on Remuneration which sets out the decisions and outcomes summarised in this letter in further detail. /s/ Valerie Gooding Valerie Gooding Chairman of the Remuneration Committee 16 June 2022 Remuneration at a glance Component 2022 (year ended 31 March 2022) 2023 (year ending 31 March 2023) Fixed pay Base salary Effective 1 July 2021: Chief Executive: £1,050,000 (no increase). Chief Financial Officer: £700,000 (no increase). Effective 1 July 2022: Chief Executive: £1,081,500 (3.0% increase) Chief Financial Officer: £721,000 (3.0% increase) Benefits Travel related benefits and private medical cover. Travel related benefits and private medical cover. Pension Pension contribution of 10% of salary for all Executive Directors. Pension contribution of 10% of salary for all Executive Directors. Annual bonus GSTIP Opportunity (% of salary): Target: 100%/Maximum: 200% Measures: Service revenue (25%), adjusted EBIT (25%), adjusted FCF (25%), and customer appreciation KPIs (25%). Opportunity (% of salary): Target: 100%/Maximum: 200% Measures: Service revenue (25%), adjusted EBIT (25%), adjusted FCF (25%), and customer appreciation KPIs (25%). Long-term incentive GLTI Opportunity (% of salary – maximum): Chief Executive: 500%/Other Executive Directors: 450% Measures: Adjusted free cash flow (60%) , relative TSR (30%), and ESG (10%). Performance/holding periods: Three-year performance + two-year holding period. Opportunity (% of salary – maximum): Chief Executive: 500%/Other Executive Directors: 450% Measures: Adjusted free cash flow (60%) , relative TSR (30%), and ESG (10%). Performance/holding periods: Three-year performance + two-year holding period. Remuneration Committee (continued)

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Strategic report Governance Financials Other information 93 Vodafone Group Plc  Annual Report on Form 20-F 2022 Remuneration Policy Remuneration Policy – notes to reader No changes have been made to our policy since its approval at the 2020 Annual General Meeting which was held on 28 July 2020. Our approved Policy Report is available on our website at vodafone.com, and has been reproduced below in the shaded boxes exactly as it was set out in the 2020 Annual Report. As such, some of the policy wording is now out of date; this includes references to the 2020 Annual General Meeting and page number references. Remuneration Policy In this forward-looking section we describe our Remuneration Policy for the Board. This includes our considerations when determining policy, a description of the elements of the reward package, including an indication of the potential future value of this package for each of the Executive Directors, and the policy applied to the Chairman and Non-Executive Directors. We will be seeking shareholder approval for our Remuneration Policy at the 2020 AGM and we intend to implement it at that point. A summary and explanation of the proposed changes to the current Remuneration Policy is provided on page 100. Subject to approval, we will review our policy each year to ensure that it continues to support our company strategy and if it is necessary to make a change to our policy within the next three years, we will seek shareholder approval. Considerations when determining our Remuneration Policy Our remuneration principles which are outlined on page 97 guide the Remuneration Committee when making decisions on our policy and its implementation. A critical consideration for the Remuneration Committee when determining our Remuneration Policy is to ensure that it supports our company purpose, strategy, and business objectives. A variety of stakeholder views are taken into account when determining executive pay, including those of our shareholders, colleagues, and external bodies. Further details on how we engage with, and consider the views of, each of these stakeholders are set out on page 115. In advance of submitting our policy for shareholder approval we ran a thorough consultation exercise with our major shareholders. We invited our top 20 shareholders and a number of key governance stakeholders to comment on remuneration at Vodafone and to provide feedback on the proposed changes to the current policy which was approved at the 2017 AGM. A number of meetings between shareholders and the Remuneration Committee Chairman took place during this consultation period. Further details of this consultation are provided on pages 97 and 98 whilst a summary of the proposed changes to our current policy, which are incorporated in this revised Remuneration Policy report, is provided on page 100. Listening to and consulting with our employees is very important and the Committee is supportive of the growing focus on engaging the employee voice, which has accompanied recent changes to the UK Corporate Governance Code. Our engagement with colleagues can take different forms in different markets but includes a variety of channels and approaches including our annual people survey which attracts very high levels of participation and engagement, regular business leader Q&A sessions, and a number of internal digital communication platforms. Our Senior Independent Director also undertakes an annual attendance at our European employee forum, and a similar body in South Africa, with any questions or concerns raised by the employee representatives fed back directly to the Board for consideration and discussion. We do not formally consult directly with employees on the executive Remuneration Policy nor is any fixed remuneration comparison measurement used. However, when determining the policy for Executive Directors, the Remuneration Committee is briefed on pay and employment conditions of employees in Vodafone Group as a whole, with particular reference to the market in which the executive is based. Further information on our approach to remuneration for other employees is given on page 105. Performance measures and targets Our Company strategy and business objectives are the primary consideration when we are selecting performance measures for our incentive plans. The targets within our incentive plans that are related to internal financial measures (such as revenue, profit and cash flow) are typically determined based on our budgets. Targets for strategic and external measures (such as customer appreciation KPIs, ESG measures, and total shareholder return (‘TSR’)) are set based on company objectives and in light of the competitive marketplace. The threshold and maximum levels of performance are set to reflect minimum acceptable levels at threshold and very stretching levels at maximum. As in previous Remuneration Reports we will disclose the details of our performance targets for our short and long-term incentive plans. However, our annual bonus targets are commercially sensitive and therefore we will only disclose our targets in the Remuneration Report following the completion of the financial year. We will normally disclose the targets for each long-term award in the Remuneration Report for the financial year preceding the start of the performance period – where this is not possible, such targets will be disclosed at the time of grant and published in the next Remuneration Report. At the end of each performance period we review performance against the targets, using judgement to account for items such as (but not limited to) mergers, acquisitions, disposals, foreign exchange rate movements, changes in accounting treatment, material one-off tax settlements etc. The application of judgement is important to ensure that the final assessments of performance are fair and appropriate.

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Strategic report Financials Other information Governance 94 Vodafone Group Plc  Annual Report on Form 20-F 2022 Remuneration Policy (continued) Malus and clawback In addition, the Remuneration Committee reviews the incentive plan results before any payments are made to executives or any shares vest and has full discretion to adjust the final payment or vesting downwards if they believe circumstances warrant it. In particular, the Committee has the discretion to use either malus or clawback as it sees appropriate. In the case of malus, the award may lapse wholly or in part, may vest to a lesser extent than it would otherwise have vested or vesting may be delayed. In the case of clawback, the Committee may recover bonus amounts that have been paid up to three years after the relevant payment date, or recover share awards that have vested up to five years after the relevant grant date. The key trigger events for the use of the clawback arrangements include material misstatement of performance, material miscalculation of performance condition outcomes, gross misconduct, and reputational damage. Subject to approval of this Remuneration Policy, these arrangements will be applicable to all bonus amounts paid, or share awards granted, following the 2020 AGM. The current clawback arrangements, which are set out in the Remuneration Policy approved by shareholders at the 2017 AGM, have been applicable to all bonus amounts paid, or share awards granted, since the 2017 AGM. The Remuneration Policy table The table below summarises the main components of the reward package for Executive Directors. Fixed pay: Base salary Purpose and link to strategy To attract and retain the best talent Operation Salaries are usually reviewed annually and fixed for 12 months commencing 1 July. Decision is influenced by: – level of skill, experience and scope of responsibilities of individual; – business performance, scarcity of talent, economic climate and market conditions; – increases elsewhere within the Group; and – external comparator groups (which are used for reference purposes only) made up of companies of similar size and complexity to Vodafone. Opportunity Average salary increases for existing Executive Committee members (including Executive Directors) will not normally exceed average increases for employees in other appropriate parts of the Group. Increases above this level may be made in specific situations. These situations could include (but are not limited to) internal promotions, changes to role, material changes to the business and exceptional company performance. Performance metrics None. Fixed pay: Pension Purpose and link to strategy To remain competitive within the marketplace Operation – Executive Directors may choose to participate in the defined contribution pension scheme or to receive a cash allowance in lieu of pension. Opportunity – The pension contribution or cash payment is equal to the maximum employer contribution available to our UK employees under our Defined Contribution scheme (currently 10% of annual gross salary). Performance metrics None. Fixed pay: Benefits Purpose and link to strategy To aid retention and remain competitive within the marketplace Operation – Travel related benefits. This may include (but is not limited to) company car or cash allowance, fuel and access to a driver where appropriate. – Private medical, death and disability insurance and annual health checks. – In the event that we ask an individual to relocate we would offer them support in line with Vodafone’s relocation or international assignment policies. This may cover (but is not limited to) relocation, cost of living allowance, housing, home leave, education support, tax equalisation and advice. – Legal fees if appropriate. – Other benefits are also offered in line with the benefits offered to other employees, for example, our all-employee share plan, mobile phone discounts, maternity/paternity benefits, sick leave, paid holiday, etc. Opportunity – Benefits will be provided in line with appropriate levels indicated by local market practice in the country of employment. – We expect to maintain benefits at the current level but the value of benefit may fluctuate depending on, amongst other things, personal situation, insurance premiums and other external factors. Performance metrics None.

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Strategic report Governance Financials Other information 95 Vodafone Group Plc  Annual Report on Form 20-F 2022 Annual bonus – Global Short-Term Incentive Plan (‘GSTIP’) Purpose and link to strategy To drive behaviour and communicate the key priorities for the year. To motivate employees and incentivise delivery of performance over the one year operating cycle. The financial metrics drive our growth strategies whilst also focusing on improving operating efficiencies. The strategic measures aim to ensure a great customer experience remains at the heart of what we do. Operation – Bonus levels and the appropriateness of measures and weightings are reviewed annually to ensure they continue to support our strategy. – Performance over the financial year is measured against stretching financial and non-financial performance targets set at the start of the financial year. – The annual bonus is usually paid in cash in June each year for performance over the previous year. A mandatory deferral of 25% of post-tax bonus earned into shares for two years will normally apply except where an executive has met or exceeded their share ownership requirement. Opportunity – Bonuses can range from 0–200% of base salary, with 100% paid for on-target performance. Maximum is only paid out for exceptional performance. Performance metrics – Performance over each financial year is measured against stretching targets set at the beginning of the year. – The performance measures normally comprise a mix of financial and strategic measures. Financial measures may include (but are not limited to) profit, revenue and cash flow with a weighting of no less than 50%. Strategic measures may include (but are not limited to) customer appreciation KPIs such as churn, revenue market share, and NPS. Long-term incentive – Global Long-Term Incentive Plan (‘GLTI’) Purpose and link to strategy To motivate and incentivise delivery of sustained performance over the long term. To support and encourage greater shareholder alignment through a high level of personal share ownership. The use of free cash flow as the principal performance measure ensures we apply prudent cash management and rigorous capital discipline to our investment decisions. The use of TSR along with a performance period of not less than three years means that we are focused on the long-term interests of our shareholders. Operation – Award levels and the framework for determining vesting are reviewed annually. – Long-term incentive awards consist of shares subject to performance conditions which are granted each year. – Awards will normally vest not less than three years after the respective award grant date based on Group performance against the performance metrics set out below. In exceptional circumstances, such as but not limited to where a delay to the grant date is required, the Committee may set a vesting period of less than three years, although awards will continue to be subject to a performance period of at least three years. – All post-tax shares are subject to a mandatory two year holding from the date of vest prior to release. – Dividend equivalents are paid in cash after the vesting date. Opportunity – Maximum long-term incentive face value at award of 500% of base salary for the Chief Executive and 450% for other Executive Directors. – Threshold long-term incentive face value at award is 20% of maximum opportunity. Minimum vesting is 0% of maximum opportunity. Awards vest on a straight-line basis between threshold and maximum. – The Committee has the discretion to reduce long-term incentive grant levels for Directors who have neither met their shareholding guideline nor increased their shareholding by 100% of salary during the year. – The awards that vest accrue cash dividend equivalents over the three year vesting period. – Awards vest to the extent performance conditions are satisfied. Performance metrics – Performance is measured against stretching targets set at the time of grant. – Vesting is determined based on the following measures: adjusted free cash flow as our operational performance measure, relative TSR against a peer group of companies as our external performance measure, ESG as a measure of our external impact and commitment to our purpose. – Weightings will be determined each year and will normally constitute 60% on adjusted free cash flow, 30% on relative total shareholder return, and 10% on ESG. The Committee will determine the actual weighting of an award prior to grant, taking into account all relevant information.

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Strategic report Financials Other information Governance 96 Vodafone Group Plc  Annual Report on Form 20-F 2022 Remuneration Policy (continued) Notes to the Remuneration Policy table Existing arrangements We will honour existing awards, incentives, benefits and contractual arrangements made to individuals prior to their promotion to the Board and/ or prior to the approval and implementation of this policy. For the avoidance of doubt this includes payments in respect of any award granted under any previous Remuneration Policy. This will last until the existing incentives vest (or lapse) or the benefits or contractual arrangements no longer apply. Long-term incentive (‘GLTI’) When referring to our long-term incentive awards we use the financial year end in which the award was made. For example, the “2020 award” was made in the financial year ending 31 March 2020. The awards are usually made in the first half of the financial year. The extent to which awards vest depends on three performance conditions: – underlying operational performance as measured by adjusted free cash flow; – relative Total Shareholder Return (‘TSR’) against a peer group median; and – performance against our Environmental, Social, and Governance (‘ESG’) targets. Adjusted free cash flow The free cash flow performance is based on the cumulative adjusted free cash flow figure over the performance period. The detailed targets and the definition of adjusted free cash flow are determined each year as appropriate. The target adjusted free cash flow level is set by reference to our long-range plan and market expectations. We consider the targets to be critical to the Company’s long-term success and its ability to maximise shareholder value, and to be in line with the strategic goals of the Company. The Remuneration Committee sets these targets to be sufficiently demanding with significant stretch where only outstanding performance will be rewarded with a maximum payout. The cumulative adjusted free cash flow vesting levels as a percentage of the award subject to this performance element are shown in the table below (with linear interpolation between points): Performance Vesting percentage (% of FCF element) Below threshold 0% Threshold 20% Maximum 100% TSR outperformance of a peer group median We have a limited number of appropriate peers and this makes the measurement of a relative ranking system volatile. As such, the outperformance of the median of a peer group is felt to be the most appropriate TSR measure. The peer group for the performance condition is reviewed each year and amended as appropriate. The TSR vesting levels as a percentage of the award subject to this performance element are shown in the table below (with linear interpolation between points): Vesting percentage (% of TSR element) Below median 0% Median 20% Percentage outperformance of the peer group median equivalent to 80th percentile 100% In order to determine the percentages for the equivalent outperformance levels above median, the Remuneration Committee seeks independent external advice. ESG performance Our ESG targets will be set on an annual basis (as per the approach for our other performance measures), and will be aligned to our externally communicated ambitions in this area. Where performance is below the agreed ambition, the Committee will use its discretion to assess vesting based on performance against the stated ambition and any other relevant information. Remuneration policy for other employees While our remuneration policy follows the same fundamental principles across the Group, packages offered to employees reflect differences in market practice in the different countries, role and seniority. For example, the remuneration package elements for our Executive Committee are essentially the same as for the Executive Directors with some minor differences, for example smaller levels of share awards and local variances where appropriate. The remuneration for the next level of management, our senior leadership team, again follows the same principles with local and individual performance aspects in the annual bonus targets and performance share awards. They also receive lower levels of share awards which are partly delivered in conditional share awards without performance conditions.

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Strategic report Governance Financials Other information 97 Vodafone Group Plc  Annual Report on Form 20-F 2022 Estimates of total future potential remuneration from 2021 pay packages The tables below provide estimates of the potential future remuneration for each of the Executive Directors based on the remuneration opportunity to be granted in the 2021 financial year. Potential outcomes based on different performance scenarios are provided for each Executive Director. The assumptions underlying each scenario are described below1. Fixed Consists of base salary, benefits and pension. Base salary is at 1 July 2020. Benefits are valued using the figures in the total remuneration for the 2020 financial year table on page 109 (of the 2020 report). Pensions are valued by applying cash allowance rate of 10% of base salary at 1 July 2020. Base (£’000) Benefits (£’000) Pension (£’000) Total fixed (£’000) Chief Executive 1,050 42 105 1,197 Chief Financial Officer 700 22 70 792 Mid-point Based on what a Director would receive if performance was in line with plan. The opportunity for the annual bonus (‘GSTIP’) is 100% of base salary under this scenario. The opportunity for the long-term incentive (‘GLTI’) reflects assumed achievement mid-way between threshold and maximum performance. Maximum The maximum award opportunity for the GSTIP is 200% of base salary. The maximum GLTI opportunity reflects full vesting based on the maximum award levels set out in this Remuneration Policy (i.e. 500% of base salary for the Chief Executive and 450% of base salary for the Chief Financial Officer). All scenarios Long-term incentives consist of share awards only which are measured at face value i.e. no assumption for cash dividend equivalents payable. 22% 22% 14% 14% 11% 11% £11,172 £11,172 70% 70% £8,547 £8,547 £5,397 £5,397 58% 58% £1,197 £1,197 61% 61% Mid-point Maximum Maximum (assuming 50% share price growth) Fixed Salary, Benefits, and Pension Annual Bonus Long-Term Incentive 19% 19% 25% 25% 20% 20% Nick Read Chief Executive £’000 23% 23% 15% 15% 12% 12% £6,917 £6,917 68% 68% £5,342 £5,342 59% 59% £3,382 £3,382 56% 56% £792 £792 Mid-point Maximum Maximum (assuming 50% share price growth) Fixed Salary, Benefits, and Pension Annual Bonus Long-Term Incentive 20% 20% 26% 26% 21% 21% Margherita Della Valle Chief Financial Officer £’000 Note: 1. In line with UK reporting requirements, the fourth bar in each chart reflects the same assumptions as per the Maximum scenario but with an assumed share price increase of 50% (which subsequently increases the hypothetical value of the long-term incentive under this scenario by the same percentage). Recruitment remuneration Our approach to recruitment remuneration is to pay no more than is necessary and appropriate to attract the right talent to the role. The Remuneration Policy table (pages 103 and 104) sets out the various components which would be considered for inclusion in the remuneration package for the appointment of an Executive Director. Any new Director’s remuneration package would include the same elements, and be subject to the same constraints, as those of the existing Directors performing similar roles. This means a potential maximum bonus opportunity of 200% of base salary and long-term incentive maximum face value of opportunity at award of 500% of base salary. When considering the remuneration arrangements of individuals recruited from external roles to the Board, we will take into account the remuneration package of that individual in their prior role. We only provide additional compensation to individuals for awards foregone. If necessary we will seek to replicate, as far as practicable, the level and timing of such remuneration, taking into account also any remaining performance requirements applying to it. This will be achieved by granting awards of cash or shares that vest over a timeframe similar to those forfeited and if appropriate based on performance conditions. A commensurate reduction in quantum will be applied where it is determined that the new awards are either not subject to performance conditions or subject to performance conditions that are not as stretching as those of the awards forfeited. Service contracts of Executive Directors Executive Directors contracts have rolling terms and are terminable on no more than 12 months’ notice. The key elements of the service contract for executives relate to remuneration, payments on loss of office (see below), and restrictions during active employment (and for 12 months thereafter). These restrictions include non-competition, non-solicitation of customers and employees etc.

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Strategic report Financials Other information Governance 98 Vodafone Group Plc  Annual Report on Form 20-F 2022 Treatment of corporate events All of the Company’s share plans contain provisions relating to a change of control. Outstanding awards and options would normally vest and become exercisable on a change of control to the extent that any performance condition has been satisfied and pro-rated to reflect the acceleration of vesting, unless the Committee determines otherwise. In the event of a demerger, distribution (other than an ordinary dividend) or other transaction which would affect the current or future value of any award, the Committee may allow awards to vest on the same basis as for a change of control described above. Alternatively, an adjustment may be made to the number of shares if considered appropriate. Payments for departing Executive Directors In the table below we summarise the key elements of our policy on payment for loss of office. We will of course, always comply both with the relevant plan rules and local employment legislation. Provision Policy Notice period and compensation for loss of office in service contracts – 12 months’ notice from the Company to the Executive Director. – Up to 12 months’ base salary (in line with the notice period). Notice period payments will either be made as normal (if the executive continues to work during the notice period or is on gardening leave) or they will be made as monthly payments in lieu of notice (subject to mitigation if alternative employment is obtained). Treatment of annual bonus (‘GSTIP’) on termination under plan rules – The annual bonus will be pro-rated for the period of service during the financial year and will reflect the extent to which Company performance has been achieved. – The Remuneration Committee has discretion to reduce the entitlement to an annual bonus to reflect the individual’s performance and the circumstances of the termination. Treatment of unvested long-term incentive awards (‘GLTI’) on termination under plan rules – An Executive Director’s award will vest in accordance with the terms of the plan and satisfaction of performance conditions measured at the normal completion of the performance period, with the award pro-rated for the proportion of the vesting period that had elapsed at the date of cessation of employment. – The Remuneration Committee has discretion to vary the level of vesting as deemed appropriate, and in particular to determine that awards should not vest for reasons which may include, at their absolute discretion, departure in case of poor performance, departure without the agreement of the Board, or detrimental competitive activity. Pension and benefits – Generally pension and benefit provisions will continue to apply until the termination date. – Where appropriate other benefits may be receivable, such as (but not limited to) payments in lieu of accrued holiday and legal fees or tax advice costs in relation to the termination. – Benefits of relative small value may continue after termination where appropriate, such as (but not limited to) mobile phone provision. In exceptional circumstances, an arrangement may be established specifically to facilitate the exit of a particular individual albeit that any such arrangement would be made within the context of minimising the cost to the Group. We will only take such a course of action in exceptional circumstances and where it is considered to be in the best interests of shareholders. Chairman and Non-Executive Directors’ remuneration Our policy is for the Chairman to review the remuneration of Non-Executive Directors annually following consultation with the Remuneration Committee Chairman. Fees for the Chairman are set by the Remuneration Committee. Element Policy Fees – We aim to pay competitively for the role including consideration of the time commitment required. We benchmark the fees against an appropriate external comparator group. We pay a fee to our Chairman which includes fees for chairmanship of any committees. We pay a fee to each of our other Non-Executive Directors and they receive an additional fee if they chair a committee and/or hold the position of Senior Independent Director. Non-executive fee levels are set within the maximum level as approved by shareholders as part of our Articles of Association. We review the structure of fees from time to time and may, as appropriate, make changes to the manner in which total fees are structured, including but not limited to any additional chair or membership fees. Allowances – Under a legacy arrangement, an allowance is payable each time certain non-Europe-based Non-Executive Directors are required to travel to attend Board and committee meetings to reflect the additional time commitment involved. Incentives – Non-Executive Directors do not participate in any incentive plans. Benefits – Non-Executive Directors do not participate in any benefit plans. The Company does not provide any contribution to their pension arrangements. The Chairman is entitled to the use of a car and a driver whenever and wherever he is providing his services to or representing the Company. We have been advised that for Non-Executive Directors, certain travel and accommodation expenses in relation to attending Board meetings should be treated as a taxable benefit therefore we also cover the tax liability for these expenses. Non-Executive Director letters of appointment Non-Executive Directors are engaged on letters of appointment that set out their duties and responsibilities. The appointment of Non-Executive Directors may be terminated without compensation. Non-Executive Directors are generally not expected to serve for a period exceeding nine years. For further information refer to the Nominations and Governance Committee section of the Annual Report. Remuneration Policy (continued)

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Strategic report Governance Financials Other information 99 Vodafone Group Plc  Annual Report on Form 20-F 2022 Remuneration Committee In this section we give details of the composition of the Remuneration Committee and activities undertaken during the 2022 financial year. The Committee’s function is to exercise independent judgement and consists only of the following independent Non-Executive Directors: Chairman: Valerie Gooding Committee members: Michel Demaré and Dame Clara Furse The Committee regularly consults with Nick Read, the Chief Executive, and Leanne Wood, the Chief Human Resources Officer, on various matters relating to the appropriateness of awards for Executive Directors and senior executives, though they are not present when their own compensation is discussed. In addition, James Ludlow, the Group Reward and Policy Director, provides a perspective on information provided to the Committee, and requests information and analysis from external advisers as required. Rosemary Martin, the Group General Counsel and Company Secretary, advises the Committee on corporate governance guidelines and is Secretary to the Committee. External advisers The Remuneration Committee seeks and considers advice from independent remuneration advisers where appropriate. The appointed advisers, WTW, were selected following a thorough process led by the Chairman of the Remuneration Committee at the time and were appointed by the Committee in 2007. The Chairman of the Remuneration Committee has direct access to the advisers as and when required, and the Committee determines the protocols by which the advisers interact with management in support of the Committee. The advice and recommendations of the external advisers are used as a guide, but do not serve as a substitute for thorough consideration of the issues by each Committee member. Advisers attend Committee meetings occasionally, as and when required by the Committee. WTW is a member of the Remuneration Consultants’ Group and, as such, voluntarily operates under the Remuneration Consultants’ Group Code of Conduct in relation to executive remuneration consulting in the UK. This is based upon principles of transparency, integrity, objectivity, competence, due care and confidentiality by executive remuneration consultants. WTW has confirmed that it adheres to that Code of Conduct throughout the year for all remuneration services provided to Vodafone and therefore the Committee is satisfied that it is independent and objective. The Remuneration Consultants’ Group Code of Conduct is available at remunerationconsultantsgroup.com. Adviser Appointed by Services provided to the Committee Fees for services provided to the Committee £’0001 Other services provided to the Company WTW Remuneration Committee in 2007 Advice on market practice; governance; provision of market data on executive reward; reward consultancy; and performance analysis. £195 Reward and benefits consultancy; provision of benchmark data; outsourced pension administration; and insurance consultancy services. Note: 1. Fees are determined on a time spent basis. 2020 Annual General Meeting – Remuneration Policy voting results At the 2020 Annual General Meeting there was a binding vote on our Remuneration Policy. Details of the voting outcomes are provided in the table below. Votes for % Votes against % Total votes Withheld Remuneration Policy 17,195,227,349 96.41 639,935,461 3.59 17,835,162,810 185,334,870 2021 Annual General Meeting – Remuneration Report voting results At the 2021 Annual General Meeting there was an advisory vote on our Remuneration Report. Details of the voting outcomes are provided in the table below. Votes for % Votes against % Total votes Withheld Remuneration Report 16,729,088,541 97.65 402,218,134 2.35 17,131,306,675 25,262,861 Meetings The Remuneration Committee had five formal meetings during the year. In addition, informal conference calls can also take place. Meeting attendance can be found on page 68. The principal agenda items at the formal meetings were as follows: Meeting Agenda items May 2021 – 2021 annual bonus achievement and 2022 targets/ranges – 2019 long-term incentive award vesting and 2022 targets/ranges – External market update – 2021 Directors’ Remuneration Report July 2021 – 2021 AGM update – Share plan update November 2021 – External market update – Share plan update January 2022 – 2023 short-term incentive structure – Share plan update – External market update – Gender Pay Gap reporting March 2022 – Risk assessment of incentive plans – Remuneration arrangements across Vodafone – Committee’s terms of reference – Chairman and Non-Executive Director fee levels – 2023 reward packages for the Executive Committee – 2022 Directors’ Remuneration Report Annual Report on Remuneration

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Strategic report Financials Other information Governance 100 Vodafone Group Plc  Annual Report on Form 20-F 2022 Annual Report on Remuneration (continued) 2022 remuneration In this section we summarise the pay packages awarded to our Executive Directors for performance in the 2022 financial year versus 2021. Specifically we have provided a table that shows all remuneration that was earned by each individual during the year and computed a single total remuneration figure for the year. The value of the annual bonus (‘GSTIP’) reflects what was earned in respect of the year but will be paid out in cash in the following year. Similarly the value of the long-term incentive (‘GLTI’) reflects the share awards which will vest in June 2022 as a result of the performance through the three-year period ended at the completion of our financial year on 31 March 2022. Consideration of the use of discretion The Remuneration Committee reviews all incentive awards prior to payment and uses judgement to ensure that the final assessments of performance are fair and appropriate. If circumstances warrant it, the Committee may adjust the final payment or vesting. The Committee reviewed incentive outcomes at the May 2022 meeting and considered the appropriateness of outcomes in light of wider financial and business performance across the relevant measurement periods for both the short-term and long-term incentive plans. Outcomes were reviewed against the wider employee experience during the periods under review with the Committee noting that global employee pay reviews, including the delivery of performance-related pay, had been undertaken throughout the COVID-19 pandemic and was also scheduled for later in 2022. As such it was agreed that the outcomes were appropriate and that no adjustments were required to either the short-term or long-term incentive outcomes this year. 2022 annual bonus (‘GSTIP’) payout In the table below we disclose our achievement against each of the performance measures and targets in our annual bonus (‘GSTIP’) and the resulting total annual bonus payout level for the year ended 31 March 2022 of 69.2% of maximum. This is applied to the maximum bonus level of 200% of base salary for each executive. Commentary on our performance against each measure is provided on the next page. Performance measure Payout at maximum performance (% of salary) Actual payout (% of salary) Actual payout (% of overall bonus maximum) Threshold performance level €bn Target performance level €bn Maximum performance level €bn Actual performance level1 €bn Service revenue 50.0% 35.5% 17.8% 35.5 36.6 37.7 37.1 Adjusted EBIT 50.0% 34.9% 17.4% 4.3 5.1 5.8 5.4 Adjusted free cash flow 50.0% 39.9% 20.0% 4.0 4.5 5.0 4.8 Customer appreciation KPIs 50.0% 28.0% 14.0% See overleaf for further details Total annual bonus payout level 200.0% 138.3% 69.2% Note: These figures are adjusted for the impact of M&A, foreign exchange movements and any changes in accounting treatment. Total remuneration for the 2022 financial year Nick Read Margherita Della Valle 2022 £’000 2021 £’000 2022 £’000 2021 £’000 Salary/fees 1,050 1,050 700 700 Taxable benefits1 42 32 22 21 Annual bonus: GSTIP (see below for further detail) 1,452 1,301 968 867 Total long-term incentive: 1,521 1,062 926 646 GLTI awards 2,3 1,285 888 782 540 GLTI dividends 4 236 174 144 106 Pension/cash in lieu of pension 105 105 70 70 Other5 1 1 – – Total 4,171 3,551 2,686 2,304 Total Fixed Remuneration 1,198 1,188 792 791 Total Variable Remuneration 2,973 2,363 1,894 1,513 Notes: 1. Taxable benefits include amounts in respect of: – Private healthcare (2022: Nick Read £2,189, Margherita Della Valle £2,153; 2021: Nick Read £2,683, Margherita Della Valle £2,153); – Cash car allowance £19,200 p.a.; and – Travel (2022: Nick Read £20,626, Margherita Della Valle £1,141; 2021: Nick Read £10,114, Margherita Della Valle £nil). 2. The share price used for the 2021 value, as set out in note 3 below, is lower than the award grant price. As such, no amount of the value shown in the 2021 column is attributable to share price appreciation during the performance or vesting periods. The grant price of the award which vests on 26 June 2022 was 124.24 pence whilst the value in the 2022 column is calculated using the average closing share price over the last quarter of the 2022 financial year of 126.61 pence. Therefore the values attributable to share price appreciation in respect of the 2020 GLTI vest for Nick Read and Margherita Della Valle are £24k and £15k respectively. 3. The value shown in the 2021 column is the award which vested on 26 June 2021 in respect of Nick Read and Margherita Della Valle, and is valued using the execution share price on 26 June 2021 of 120.98 pence. The value shown in the 2022 column is the award which vests on 26 June 2022 and is valued using an average closing share price over the last quarter of the 2022 financial year of 126.61 pence. 4. Nick Read and Margherita Della Valle receive a cash award equivalent in value to the dividends that would have been paid during the vesting period on any shares that vest. The dividend value shown in 2022 relates to awards vesting on 26 June 2022. 5. Reflects the value of the SAYE benefit which is calculated as £375 x 12 months x 20% to reflect the discount applied based on savings made during the year.

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Strategic report Governance Financials Other information 101 Vodafone Group Plc  Annual Report on Form 20-F 2022 Financial metrics As set out in the table above, service revenue, free cash flow and EBIT finished above the midpoints of the respective target ranges reflecting strong performance in markets such as South Africa, Egypt, Turkey and Portugal. Customer appreciation KPIs An assessment of performance under the customer appreciation KPIs measure was conducted on a market by market basis. Each market was assessed against a number of different metrics which included: – Churn – defined as total gross customer disconnections in the period divided by the average total customers in the period. – Revenue market share – based on our total service revenue and that of our competitors in the markets we operate in. – Net Promoter Score (‘NPS’) for both Consumer and Vodafone Business – defined as the extent to which our customers would recommend us. All measures utilise data from our local markets which is collected and validated for quality and consistency by independent third-party agencies where possible. Further details on our performance against each key metric is set out below. Despite a backdrop of regulatory changes and intense competition, the business recorded good overall churn results with a year-on-year reduction in mobile churn reflecting strong performance in Turkey, Italy, and the UK, despite less favourable performance in Germany and Spain. Aggressive market conditions saw more pressure on our fixed churn results, particularly in Spain and Italy, albeit with overall results remaining relatively stable and a number of markets, including Germany and the UK delivering positive performance. Revenue market share improved in our four largest European markets with the gap to the local leader also reducing in these markets, with the exception of Germany where our overall position remained broadly unchanged. Elsewhere our market position remained broadly stable with a number of markets including South Africa gaining market share and/or reducing the gap to the leader. Consumer NPS performance during the year saw us holding market leader or co-leader positions in several markets. Particularly strong performance was recorded in Italy as well as Portugal and Ireland with generally good performance recorded elsewhere including in the UK and Turkey which retained their second place position. Overall consumer NPS performance was offset by slightly weaker performance in Germany and Spain. Business NPS performance remained strong during the year and we continue to hold market leader or co-leader positions in the majority of our markets including the UK, Italy, Spain and South Africa. In the UK we regained co-leadership position, having lost the position last year due to competitive conditions. In Germany and Turkey, we retained second place and continue to reduce the gap to our competitors. It is within this context that overall performance against our customer appreciation KPIs metrics during the year was judged to be above the midpoint of the target range. The aggregated performance for the Group is calculated on a revenue-weighted average to give an overall achievement. The overall Group achievement for the year was 56.1% which reflects good consistent performance across a number of our largest markets including in particular the UK, Italy, and South Africa. Overall outcome 2022 annual bonus (‘GSTIP’) amounts Base salary £’000 Maximum bonus % of base salary 2022 payout % of maximum Actual payment £’000 Nick Read 1,050 200% 69.2% 1,452 Margherita Della Valle 700 200% 69.2% 968 Long-term incentive (‘GLTI’) award vesting in June 2022 Vesting outcome The 2020 long-term incentive (‘GLTI’) awards which were made to executives in June 2019 will vest at 26.1% of maximum in June 2022. The performance conditions for the three-year period ended 31 March 2022 are as follows: Adjusted FCF performance – 2/3 of total award (€bn) TSR outperformance – 1/3 of total award TSR peer group Below threshold <15.85 Below threshold Below median BT Group Orange Threshold 15.85 Threshold Median Deutsche Telekom Royal KPN Maximum 19.55 Maximum 8.50% p.a. Liberty Global Telecom Italia MTN Telefónica

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Strategic report Financials Other information Governance 102 Vodafone Group Plc  Annual Report on Form 20-F 2022 Annual Report on Remuneration (continued) 100 94 103 96 104 85 75 87 97 83 99 104 98 121 98 99 125 107 04/19 09/21 03/21 09/20 03/20 09/19 03/22 Vodafone Group Median of peer group Outperformance of median 8.5% p.a. 70 80 90 100 110 120 130 140 2020 GLTI award: TSR performance Growth in the value of a hypothetical US$100 holding over the performance period, six month averaging 2020 GLTI share awards subject to performance conditions vesting in June 2022 Maximum number of shares Adjusted free cash flow performance payout % of maximum Relative TSR performance payout % of maximum Weighted performance payout % of maximum Number of shares vesting Value of shares vesting (’000) Nick Read 3,887,636 29.2% 20.0% 26.1% 1,014,672 £1,285 Margherita Della Valle 2,366,387 29.2% 20.0% 26.1% 617,627 £782 Specified procedures are performed by our internal audit team over the adjusted free cash flow to assist with the Committee’s assessment of performance. The performance assessment in respect of the TSR measure is undertaken by WTW. Details of how the plan works can be found in the Remuneration Policy. Long-term incentive (‘GLTI’) awarded during the year The independent performance conditions for the 2022 long-term incentive awards made in August 2021, and subject to a three-year performance period ending 31 March 2024, are adjusted free cash flow (60% of total award), relative TSR (30% of total award) and ESG (10% of total award) performance as follows: Adjusted FCF performance (60% of total award) Adjusted FCF performance (€bn) Vesting percentage (% of FCF element) Below threshold <15.0 0% Threshold 15.0 20% Maximum 17.0 100% TSR performance (30% of total award) TSR outperformance Vesting percentage (% of TSR element) Below threshold Below median 0% Threshold Median 20% Maximum 8.50% p.a. 100% TSR peer group BT Group Deutsche Telekom Liberty Global MTN Orange Royal KPN Telecom Italia Telefónica Telefónica Deutschland The adjusted free cash flow for the three-year period ended on 31 March 2022 was €16.8 billion and equates to vesting under the FCF element of 29.2% of maximum. The chart to the right shows that our TSR performance over the three-year period ended on 31 March 2022 was above the median of our comparator group and equates to vesting under the TSR element of 20% of maximum. When the weighting of each condition is applied to the respective performance outcomes, this results in a calculated payout of 26.1% of overall maximum. The vesting impact of this outcome when applied to the number of shares granted is set out in the table below.

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Strategic report Governance Financials Other information 103 Vodafone Group Plc  Annual Report on Form 20-F 2022 Purpose pillar ESG metric for 2022 GLTI Overall ambition Baseline position for 2022 GLTI Ambition for 2022 GLTI (10% of total award Planet Greenhouse gas reduction 50% reduction from FY17 baseline by 2025 37% reduction from FY17 baseline at 31 March 2021 60% reduction from FY17 baseline by 31 March 2024 Inclusion for All Women in management 40% representation of women in management by 2030 32% representation of women in management at 31 March 2021 35% representation of women in management by 31 March 2024 Digital Society / Inclusion for All M-Pesa connections Connect >50m people and their families to mobile money by 2025 48.3m connections at 31 March 2021 68.2m connections by 31 March 2024 The table below sets out the conditional awards of shares made to the Executive Directors in August 2021. 2022 GLTI performance share awards made in August 20211 Maximum vesting level (number of shares) Maximum vesting level (face value2) Proportion of maximum award vesting at minimum performance Performance period end Nick Read 4,494,863 £5,250,000 1/5th 31 Mar 2024 Margherita Della Valle 2,696,917 £3,149,999 1/5th 31 Mar 2024 Notes: 1. GLTI awards were granted as conditional share awards over shares with a value equal to the percentages of salary referred to on page 92. Dividend equivalents on the shares that vest are paid in cash after the vesting date. 2. Face value calculated based on the closing share price on 2 August 2021 (day immediately preceding the date of grant) of 116.8 pence. Outstanding awards The structure for awards made in November 2020 (vesting August 2023) and August 2021 (vesting August 2024) is set out on the previous page. Further details on the structure of these awards, and relevant targets, can be found in the Annual Report on Remuneration of the relevant year. All-employee share plans During the year the Executive Directors were eligible to participate in the Vodafone Group Sharesave Plan which is open to all UK employees. The Vodafone Sharesave Plan is an HM Revenue & Customs (‘HMRC’) approved scheme open to all staff permanently employed by a Vodafone company in the UK as of the eligibility date. Options under the plan are granted at up to a 20% discount to market value. Executive Directors’ participation is included in the option table on page 105. Pensions During the 2022 financial year Nick Read received a cash allowance of 10% of base salary. Margherita Della Valle accrued benefits under the defined contribution pension plan of £3,999.96, with the remainder of her 10% of base salary pension benefit for the year delivered as a cash allowance. Nick Read is a deferred member of the Vodafone Group Pension Scheme which closed to future accrual in 2010 before he was an Executive Director. Margherita Della Valle has not participated in a Vodafone sponsored defined benefit scheme during her employment. The Executive Directors are provided benefits in the event of death in service. In the event of ill health, an entitlement to benefit of 2/3 of base salary, up to a maximum benefit determined by the insurer, may be provided up until State Pension Age. In respect of the Executive Committee members, the Group has made aggregate contributions of £143,175 (2021: £194,955) into defined contribution pension schemes. Alignment to shareholder interests Current levels of ownership by the Executive Directors, and the date by which the goal should be or should have been achieved, are shown below. Based on a share price of 126.61 pence, Nick Read is above, and Margherita Della Valle below, the respective shareholding requirement. As shown in the charts below, both Executive Directors increased their shareholding levels during the year. Margherita Della Valle joined the Board on 27 July 2018 and is expected to achieve her goal following the aforementioned vest of the 2020 GLTI. At 31 March 2022 Requirement as a % of salary Current % of salary held % of requirement achieved Number of shares owned Value of shareholding Date for requirement to be achieved Nick Read 500% 555% 111% 4,604,134 £5.8m July 2023 Margherita Della Valle 400% 328% 82% 1,814,284 £2.3m July 2023 4.6m 4.6m 4.4m 4.4m 500% 500% 555% 555% 545% 545% 444% 444% 666% 666% 4% increase 31/03 2022 31/03 2021 Goal Actual 31/03 2022 Illustrative 20% SP increase Illustrative 20% SP decrease Actual 31/03 2021 Goal Deadline: July 2023 Nick Read Actual holding (number of shares) Holding scenario (% of salary) 22% increase Margherita Della Valle Actual holding (number of shares) Goal Deadline: July 2023 Holding scenario (% of salary) 31/03 2022 31/03 2021 Goal Actual 31/03 2022 Illustrative 20% SP increase Illustrative 20% SP decrease Actual 31/03 2021 1.8m 1.5m 400% 328% 275% 262% 262% 394% 394%

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Strategic report Financials Other information Governance 104 Vodafone Group Plc  Annual Report on Form 20-F 2022 Annual Report on Remuneration (continued) The shareholding requirements include a post employment condition whereby the Executive Directors will need to continue to hold shares equivalent to the value of their requirement at the date of departure (or actual holding on departure if the requirement has not been reached during employment) for a further two years post employment. The Committee has a number of processes in place to ensure this condition is met, including executives agreeing to these terms prior to receiving an award, executives holding the majority of their shares (and at least up to the value of their requirement) in a Company accessible account, and the Committee having the ability to lapse any unvested GLTI awards if the condition is not met. Collectively the Executive Committee including the Executive Directors owned 27,921,648 Vodafone shares at 31 March 2022, with a value of over £35.3 million. None of the Executive Committee members’ shareholdings amounts to more than 1% of the issued shares in that class of share, excluding treasury shares. Directors’ interests in the shares of the Company A summary of interests in shares and scheme interests of the Directors who served during the year is given below. More details of the outstanding shares subject to award and options are set out in the table below and on page 105. Share options At 31 March 2022 Total number of interests in shares (at maximum)1 Unvested with performance conditions (at target) Unvested with performance conditions (at maximum) SAYE (unvested without performance conditions) Executive Directors Nick Read 17,203,287 6,773,988 12,585,861 13,292 Margherita Della Valle 9,399,605 4,077,914 7,585,321 – Total 26,602,892 10,851,902 20,171,182 13,292 Note: 1. This includes both owned shares and the maximum number of unvested share awards. The total number of interests in shares includes interests of connected persons, unvested share awards and share options. At 31 March 2022 Total number of interests in shares Non-Executive Directors Sanjiv Ahuja (position at retirement) 14,000 (ADRs)1 Sir Crispin Davis 34,500 Michel Demaré 100,000 Dame Clara Furse 150,000 Valerie Gooding 28,970 Renee James (position at retirement) 27,272 Deborah Kerr (appointed 1 March 2022) 12,000 (ADRs)1 Maria Amparo Moraleda Martinez 30,000 David Nish 107,018 Olaf Swantee (position at retirement) 220,000 Jean-François van Boxmeer 323,380 Note: 1. One ADR is equivalent to 10 ordinary shares. At 16 June 2022, and during the period from 1 April 2022 to 16 June 2022, no Director had any interest in the shares of any subsidiary company. Other than those individuals included in the tables above who were Board members at 31 March 2022, members of the Group’s Executive Committee at 31 March 2022 had an aggregate beneficial interest in 21,503,230 ordinary shares of the Company. At 16 June 2022, the Directors had an aggregate beneficial interest in 7,420,988 ordinary shares of the Company and the Executive Committee members had an aggregate beneficial interest in 21,503,230 ordinary shares of the Company. None of the Directors or the Executive Committee members had an individual beneficial interest amounting to greater than 1% of the Company’s ordinary shares. Performance share awards The maximum number of shares subject to outstanding awards that have been granted to Directors under the long-term incentive (‘GLTI’) plan are currently as follows: GLTI performance share awards 2020 award Awarded: June 2019 Performance period ending: March 2022 Vesting date: June 2022 Share price at grant: 124.2 pence 2021 award Awarded: November 2020 Performance period ending: March 2023 Vesting date: August 2023 Share price at grant: 124.9 pence 2022 award Awarded: August 2021 Performance period ending: March 2024 Vesting date: August 2024 Share price at grant: 116.8 pence Nick Read 3,887,636 4,203,362 4,494,863 Margherita Della Valle 2,366,387 2,522,017 2,696,917 Details of the performance conditions for the awards can be found on pages 101 to 103 or in the Remuneration Report from the relevant year.

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Strategic report Governance Financials Other information 105 Vodafone Group Plc  Annual Report on Form 20-F 2022 Share options The following information summarises the Executive Directors’ options under the HMRC approved Vodafone Group 2008 Sharesave Plan (‘SAYE’). No other Directors have options under any schemes and, other than under the SAYE, no options have been granted since 2007. Options under the SAYE were granted at a discount of 20% to the market value of the shares at the time of the grant. No other options may be granted at a discount. Grant date At 1 April 2021 or date of appointment Options granted during the 2022 financial year Options exercised during the 2022 financial year Options lapsed during the 2022 financial year Options held at 31 March 2022 Option price Date from which exercisable Expiry date Market price on exercise Gain on exercise Number of shares Number of shares Number of shares Number of shares Number of shares Pence1 Pence Nick Read SAYE 2 Mar 17 4,854 – – – 4,854 154.51 1 Apr 22 1 Oct 22 – – SAYE 14 Jul 17 8,438 – – – 8,438 177.75 1 Sep 22 1 Mar 23 – – Total 13,292 – – – 13,292 – – Note: 1. The closing trade share price on 31 March 2022 was 124.84 pence. The highest trade share price during the year was 142.42 pence and the lowest price was 106.94 pence. At 16 June 2022 there had been no change to the Directors’ interests in share options from 31 March 2022. Other than the individual included in the table above, at 16 June 2022 members of the Group’s Executive Committee held options for 25,241 ordinary shares at prices ranging from 102.6 pence to 111.7 pence per ordinary share, with a weighted average exercise price of 107.0 pence per ordinary share exercisable at dates ranging from 1 September 2022 to 1 September 2023. Margherita Della Valle, Hannes Ametsreiter, Aldo Bisio, Colman Deegan, Ahmed Essam, Alexandre Froment-Curtil, Shameel Joosub, Vinod Kumar, Rosemary Martin, Serpil Timuray, and Johan Wibergh held no options at 16 June 2022. Loss of office payments Other than amounts already disclosed in prior year reports, no loss of office payments were made during the year. Payments to past Directors During the 2022 financial year Lord MacLaurin received benefit payments in respect of security costs as per his contractual arrangements. These costs exceeded our de minimis threshold of £5,000 p.a. and, including the tax paid, were £23,679 (2021: £23,513). Fees retained for external non-executive directorships Executive Directors may hold positions in other companies as non-executive directors and retain the fees. During the year ended 31 March 2022, Nick Read served as a non-executive director on the board of Booking Holdings Inc. where he retained fees of US$462,571 (2021: US$277,389). Margherita Della Valle served as a non-executive director on the board of Reckitt Benckiser Group plc where she retained fees of £115,563 (2021: £112,000). 2022 remuneration for the Chairman and Non-Executive Directors Salary/fees Benefits1 Total 2022 £’000 2021 £’000 2022 £’000 2021 £’000 2022 £’000 2021 £’000 Chairman Jean-François van Boxmeer 650 297 18 – 668 297 Senior Independent Director Valerie Gooding 165 165 9 – 174 165 Non-Executive Directors Sir Crispin Davis 115 115 9 1 124 116 Michel Demaré 115 115 1 – 116 115 Dame Clara Furse 115 115 3 – 118 115 Deborah Kerr (appointed 1 March 2022) 10 – 1 – 11 – Maria Amparo Moraleda Martinez 137 115 1 – 138 115 David Nish 140 140 10 1 150 141 Former Non-Executive Directors Sanjiv Ahuja (stepped down 27 July 2021) 38 115 – 1 38 116 Renee James (stepped down 27 July 2021) 38 115 3 – 41 115 Olaf Swantee (stepped down 25 September 2021) 21 – – – 21 – Total 1,544 1,292 55 3 1,599 1,295 Note: 1. We have been advised that for Non-Executive Directors, certain travel and accommodation expenses in relation to attending Board meetings should be treated as a taxable benefit. The table above includes these travel expenses and the corresponding tax contribution.

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Strategic report Financials Other information Governance 106 Vodafone Group Plc  Annual Report on Form 20-F 2022 Annual Report on Remuneration (continued) Pay in the wider context Fair pay at Vodafone As part of its review of executive remuneration arrangements, the Committee takes account of the pay policies in place across the wider business. This includes considering the structure of remuneration offerings at each level of the business to ensure there is a strong rationale for how packages evolve across the different levels of the organisation. During the year the Committee reviewed the remuneration structure across the business, which included how our arrangements aligned with our strategy, supported our purpose, and celebrated the Spirit of Vodafone. The update also set out the results of the latest annual fair pay review, including where the key focus areas were and what actions had been agreed locally to implement any required adjustments. In addition to being a core principle of the Committee, there is a clear culture in our business of ensuring we offer competitive and fair pay to all employees. Our approach across our business is guided by the six principles set out below. Our commitment to these principles is reflected in how the UK based Living Wage Foundation has certified us as an Accredited Living Wage employer. 1. Market competitive The pay of our people is reflective of their skills, role and function and the external market. We annually review the pay of each employee and actively manage any who fall below the market competitive range. 2. Free from discrimination Our pay should not be affected by gender, age, disability, gender identity and expression, sexual orientation, race, ethnicity, cultural heritage or belief. We annually compare the average position of our men and women against their market benchmark, grade and function to identify and understand any differences, and take action if necessary. 3. Ensure a good standard of living We work with the independent organisation, the Fair Wage Network, to assess how our pay compares to the ‘living wage’ in each of our markets because we are committed to providing a good standard of living for our people and their families. 4. Share in our successes All our people should have the opportunity to share in our success by being eligible to receive some form of performance related pay, e.g. a bonus, shares or sales incentive. 5. Provide benefits for all Our global standard is to offer all our people life insurance, parental leave and access to either Company or state provided healthcare and pension provision. 6. Open and transparent We ensure that our people understand their pay. We do this through a series of user-friendly guides, webpages and an annual reward statement, which help explain our people’s pay and outline the value of their core reward package. In addition, they also receive monthly or weekly payslips and a payment schedule. Click to read more about Fair Pay at Vodafone: vodafone.com/fair-pay Stakeholder engagement The Committee considers all stakeholder groups when setting executive pay including: Colleagues The Committee is fully briefed on pay arrangements across the business to ensure any decisions on executive pay are made within our wider business context and take into account wider employee pay conditions. We engage with our employees through a variety of means including employee forums, interactive webinars (including with our executives), global Spirit Beat surveys and digital platforms – all of which give our people the chance to voice their opinion on any area of interest – including all-employee and executive pay. Shareholders The Committee values the active participation of our shareholders during our consultations and fully considers all feedback as part of the review process. Government The Committee actively engages with external professional bodies and government departments when they issue consultations on proposed changes to legislation or reporting guidelines. Wider society The Committee is fully aware that society remains concerned about the risk of excessive executive pay practices in the wider market. The Committee believes that transparent reporting and active engagement in explaining both the operation of, and rationale for, executive pay decisions is key for businesses to retain trust in this area.

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Strategic report Governance Financials Other information 107 Vodafone Group Plc  Annual Report on Form 20-F 2022 UK Gender Pay Gap reporting Each year we publish our UK Gender Pay Gap in line with the statutory UK methodology. The nature of the statutory calculation means the gap will fluctuate year on year, influenced by changes in our business structure, Company performance and the percentage of men and women at all levels and positions. The existence of a UK gender pay gap in our business is primarily a consequence of more men than women holding senior or specialist, and therefore higher-paid, roles. With our commitment to embed an inclusive culture, we continue our work to reduce the gap and have made good progress since the publication of the first report in 2017. Our global programmes aim to support women across different roles, areas, and geographies of our business and will, over time, reduce our specific UK Gender Pay Gap which this year was calculated as 9.6% – a decrease from our 2020 figure of 12.0%. We have made significant progress over the last five years with the 2022 Bloomberg Gender-Equality Index recognising Vodafone as one of the top companies globally in leading the way towards more equal, inclusive workplaces. We are proud of the progress we are making but recognise there is more to be done. Click to learn more about our initiatives, case studies, and key statistics on our dedicated UK Gender Pay Gap webpage at vodafone.com/uk-gender-pay-gap Relative spend on pay The chart below shows both the dividends distributed in the year and the total cost of remuneration in the Group. 5,157 5,157 5,334 5,334 2,412 2,412 2,483 2,483 Distributed by way of dividends Overall expenditure on remuneration for all employees 2021 2022 2021 2022 €m Read more details on dividends and expenditure on remuneration for all employees, on pages 160 and 194 respectively CEO pay ratio The following table sets out our CEO pay ratio figures: Year CEO single figure Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio 2022 £4,171k Option B 113:1 73:1 48:1 2021 £3,551k Option B 106:1 87:1 42:1 2020 £3,529k Option B 113.1 69.1 45.1 20191 £4,359k Option B 154:1 107:1 56:1 Note: 1. The CEO single figure used in the calculation of the 2019 ratios reflects a blended figure for Vittorio Colao and Nick Read, recognising the change in incumbency for the role during this year. The pay ratio figures in the above table are calculated using the following total pay and benefits information: Year Supporting information 25th percentile pay ratio Median pay ratio 75th percentile pay ratio 2022 Salary £31.7k £47.1k £71.5k Total pay and benefits £36.9k £57.5k £87.2k 2021 Salary £30.0k £37.1k £71.2k Total pay and benefits £33.5k £41.0k £85.3k 2020 Salary £28.0k £42.8k £65.0k Total pay and benefits £31.3k £51.1k £78.6k 2019 Salary £23.1k £36.4k £65.0k Total pay and benefits £28.3k £40.8k £78.2k The calculation methodology used reflects Option B as defined under the relevant regulations. In line with the relevant regulations this utilises the most recently collected and disclosed data analysed within our Gender Pay Gap report, with employees at the three quartiles identified from this analysis and their respective single figure values calculated. To ensure this data accurately reflects individuals at such quartiles, the single figure values for individuals immediately above and below the identified employee at each quartile within the Gender Pay Gap analysis were also reviewed. In recent years our ratios have remained relatively consistent, reflecting how the single figures for both the Chief Executive and employees at the quartile positions have remained stable when viewed over the period set out in the table above. In general we expect the ratios to be primarily driven by the valuation of the long-term incentive that is included in the Chief Executive’s single figure for the year.

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Strategic report Financials Other information Governance 108 Vodafone Group Plc  Annual Report on Form 20-F 2022 Annual Report on Remuneration (continued) Change in remuneration for Directors and all employees In line with regulatory requirements, the table below calculates the percentage change in Directors’ remuneration (salary, taxable benefits and annual bonus payment) compared to the average remuneration for other Vodafone Group employees who are measured on comparable business objectives and who have been employed in the UK since 2020 (2020 to 2021) and 2021 (2021 to 2022) (per capita). Vodafone has employees based all around the world and some of these individuals work in countries with very high inflation; therefore Vodafone’s UK-based Group employees is deemed the most appropriate employee group for this comparison. Percentage change from 2021 to 2022 Percentage change from 2020 to 2021 Base Salary Taxable benefits Annual bonus Base Salary Taxable benefits Annual bonus Executive Directors Nick Read 0.0% 31.3% 11.6% 0.0% -23.8% 19.4% Margherita Della Valle 0.0% 4.8% 11.6% 0.0% -4.5% 19.3% Non-Executive Directors Jean-François van Boxmeer 118.9% – – – – – Valerie Gooding 0.0% – – 0.0% -100.0% – Sir Crispin Davis 0.0% 800.0% – 0.0% -95.7% – Michel Demaré 0.0% – – 0.0% -100.0% – Dame Clara Furse 0.0% – – 0.0% -100.0% – Deborah Kerr (appointed 1 March 2022) – – – – – – Maria Amparo Moraleda Martinez 19.10% – – 0% -100.0% – David Nish 0.0% 900.0% – 0.00% -96.8% – Former Non-Executive Directors Sanjiv Ahuja (stepped down 27 July 2021) -67.0% -100.0% – 0.0% -66.7% – Renee James (stepped down 3 November 2020) -67.0% – – -13.5% -100.0% – Olaf Swantee (stepped down 25 September 2021) – – – – – – Other Vodafone Group employees employed in the UK 2.5% 0.3% 80.0% 3.8% 0.2% 30.2% The significant year-on-year increase in fees paid to Jean-François van Boxmeer reflects how the individual was appointed on 28 July 2020 and therefore the 2021 fees figure used for the purpose of this calculation does not reflect a full year value. The percentage increase does not reflect an actual increase in the fee payable to the Chairman which has remained unchanged since April 2018. Read more on pages 105 and 112. Similarly, whilst some of the percentages within the ‘Taxable benefits’ column look significant, these actually reflect relatively small increases in value when viewed on an absolute basis. The percentages also reflect how certain travel and accommodation expenses in relation to attending Board meetings were lower than normal in 2021 due to the impact of COVID-19 on the ability to attend meetings in-person. Where an individual had no taxable benefit values in 2021 it has not been possible to calculate a percentage for the table above. Further details on the actual values can be found on page 105.

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Strategic report Governance Financials Other information 109 Vodafone Group Plc  Annual Report on Form 20-F 2022 Assessing pay and performance In the table below we summarise the Chief Executive’s single figure remuneration over the past 10 years, as well as how our variable pay plans have paid out in relation to the maximum opportunity. This can be compared with the historic TSR performance over the same period. The chart below shows the performance of the Company relative to the STOXX Europe 600 Index over a 10-year period. The STOXX Europe 600 Index was selected as this is a broad-based index that includes many of our closest competitors. It should be noted that the TSR element of the 2020 GLTI is based on the TSR performance shown in the chart on page 102 and not this chart. 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 10-year historical TSR performance Growth in the value of a hypothetical €100 holding over 10 years 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Financial year remuneration for Chief Executive Single figure of total remuneration £’000 11,099 8,014 2,810 5,224 6,332 7,389 2,7401 /16192 3,529 3,551 4,171 Annual bonus (actual award versus max opportunity) 33% 44% 56% 58% 47% 64% 44% 52% 62% 69% Long-term incentive (vesting versus max opportunity) 57% 37% 0% 23% 44% 67% 40% 50% 22% 26% Notes: 1. Reflects the single figure in respect of Vittorio Colao for the period to 30 September 2018. 2. Reflects the single figure in respect of Nick Read for the period from 1 October 2018. 90 110 130 150 170 190 210 230 250 Vodafone Group STOXX Europe 600 index 160 220 240 100 116 141 169 163 113 137 168 147 150 145 114 95 123 124 172 173 183 0 10 20 30 40 50 60 70 80 90 100 2021 2020 2019 2018 2017 2016 2015 2014 2013 2022 LTI average 37% Annual Bonus average 53%

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Strategic report Financials Other information Governance 110 Vodafone Group Plc  Annual Report on Form 20-F 2022 Annual Report on Remuneration (continued) 2023 remuneration Details of how the Remuneration Policy will be implemented for the 2023 financial year are set out below. Prior to reviewing executive remuneration arrangements the Committee was fully briefed on remuneration arrangements elsewhere in the business. This included a detailed discussion on the structure of remuneration offerings at each level of the business, how pay at these levels is determined, and the findings of the latest annual Fair Pay review. The Committee also considered the external context and decisions made in relation to our wider employee population. The cumulative effect of these discussions was that the Committee was able to make decisions in respect of executive remuneration within the context of the wider employee pay landscape within the business.21 2023 Base salaries Neither the Chief Executive nor the Chief Financial Officer has received a salary increase since their appointment to their current roles in 2018. During the March 2021 review, and as set out in the 2021 Directors’ Remuneration Report, the Committee agreed that increases for the Executive Directors were warranted, but determined to keep both salaries unchanged given the context of COVID-19 and the budgetary restraint being shown for the wider leadership team at the time. The Committee agreed it would review this position again in 2022. As part of this year’s review, conducted in March 2022, the Committee reviewed executive remuneration arrangements against the following comparator groups: 1. A EuroTop peer group constituting the top 25-75 European companies (excluding financial services companies) and a few other select companies relevant to the telco sector; and 2. The FTSE 30 (excluding financial services companies). Following the 2022 review the Committee concluded that in light of their experience it was appropriate to increase the salaries of both Executive Directors. It was further agreed that despite the rationale for more significant adjustments, it was appropriate for the increases to be aligned with the wider UK workforce budget. The salaries for both Executive Directors will therefore be increased by 3% effective from 1 July 2022 to the following levels: – Chief Executive: Nick Read £1,081,500; and – Chief Financial Officer: Margherita Della Valle £721,000. Pension Pension arrangements for both the Chief Executive and the Chief Financial Officer will remain unchanged at 10% of salary, in line with the maximum employer contribution level for the wider UK population. 2023 Annual Bonus (‘GSTIP’) Following its annual review of the GSTIP structure, the Committee agreed that the performance measures and associated weightings for the 2023 plan should remain unchanged from 2022 as follows: – Service revenue (25%); – Adjusted EBIT (25%); – Adjusted free cash flow (25%); and – Customer appreciation KPIs (25%). This includes an assessment of churn, revenue market share and Net Promoter Score1 (‘NPS’). Note: 1. The assessment of NPS utilises data collected in our local markets which is validated for quality and consistency by independent third party agencies. Due to the potential impact on our commercial interests, annual bonus targets are considered commercially sensitive and therefore will be disclosed in the 2023 Remuneration Report following the completion of the financial year. Long-term incentive (‘GLTI’) awards for 2023 Awards for 2023 will be made in line with the arrangements described in our policy on pages 95 and 96. Vesting of the 2023 award will be subject to adjusted free cash flow (60% of total award), relative TSR (30% of total award), and ESG (10% of total award) performance. Performance will be measured over the three financial years ending 31 March 2025, and any net vested shares will be subject to an additional two-year holding period (i.e. the ‘3+2’ model). It is anticipated that the final awards will be reviewed by the Committee at the July 2022 meeting and, subject to the Committee’s approval, will be granted shortly afterwards. Further details of the 2023 award targets are provided are on the following page.

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Strategic report Governance Financials Other information 111 Vodafone Group Plc  Annual Report on Form 20-F 2022 Adjusted free cash flow (60% of total award) Reflecting internal timings on budget finalisation and the grant date, the Committee intends to approve the target range for the three year adjusted free cash flow target at its July 2022 meeting. Details of the final range will be disclosed in the relevant market announcement at the time of grant and published in the 2023 Directors’ Remuneration Report. Relative TSR (30% of total award) Following the annual review of the performance measures which included a review of analysis provided by the Committee’s external advisers, the Committee determined that the TSR outperformance range for the 2023 award should be set at 8.50% p.a. at maximum. The Committee further determined that the TSR peer group should remain unchanged for the 2023 award. Further details are set out in the tables below. Relative TSR (30% of total award) TSR outperformance Vesting (% of relative TSR element) Below threshold Below median 0.0% Threshold Median 20.0% Maximum 8.50% p.a. 100.0% TSR peer group BT Group Deutsche Telekom Liberty Global MTN Orange Royal KPN Telecom Italia Telefónica Telefónica Deutschland Linear interpolation (i.e. straight-line vesting) occurs for performance between threshold and maximum. ESG (10% of total award) The table below sets out how performance under the ESG measure for the 2023 award will be assessed against three quantitative ambitions: Purpose pillar Metric for 2023 GLTI Overall ambition Baseline position for 2023 GLTI Ambition for 2023 GLTI (10% of total award) Planet Net zero Net zero under Scope 1 & 2 by 20301 46% reduction in Scope 1 & 2 emissions versus a FY20 baseline at 31 March 2022 80% reduction in Scope 1 & 2 emissions versus a FY20 baseline by 31 March 2025 Inclusion for All Female representation in management 40% representation of women in management by 2030 32% representation of women in management at 31 March 2022 35% representation of women in management by 31 March 2025 Digital Society / Inclusion for All Financial inclusion customers >75m financial inclusion customers by 2026 54.5m financial inclusion customers at 31 March 2022 70.0m financial inclusion customers by 31 March 2025 Note: 1. This carbon reduction ambition has been approved by the Science Based Targets initiative. Each ambition for the 2023 award has been set by considering both our externally communicated targets and our internal progress as at 31 March 2022. At the end of the performance period the Committee will assess achievement across the three metrics against the stated ambitions and determine vesting under this element. Full disclosure of the rationale for the final vesting decision will be provided in the relevant Directors’ Remuneration Report.

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Strategic report Financials Other information Governance 112 Vodafone Group Plc  Annual Report on Form 20-F 2022 2023 remuneration for the Chairman and Non-Executive Directors During the year, and following its establishment via Board approval in May 2021, it was agreed that the Chair of the newly formed ESG Committee would receive an additional fee in line with those payable for other Committee Chairmanships. Fees for our Chairman and Non-Executive Directors have been benchmarked against the FTSE 30 (excluding financial services companies). Following this year’s review it was agreed that no changes will be made to the current fee levels, which are set out in the table below. Position/role Fee payable £’000 Chairman1 650 Non-Executive Director 115 Additional combined fee for Senior Independent Director and Chairman of the Remuneration Committee 50 Additional fee for Chairmanship of Audit and Risk Committee 25 Additional fee for Chairmanship of ESG Committee 25 Note: 1. The Chairman’s fee also includes the fee for the Chairmanship of the Nominations and Governance Committee. Further remuneration information Dilution All awards are made under plans that incorporate dilution limits as set out in the guidelines for share incentive schemes published by the Investment Association. The current estimated dilution from subsisting executive awards is approximately 2.7% of the Company’s share capital at 31 March 2022 (2.6% at 31 March 2021), whilst from all-employee share awards it is approximately 0.3% (0.3% at 31 March 2021). This gives a total dilution of 3.0% (2.9% at 31 March 2021). Service contracts The terms and conditions of appointment of our Directors are available for inspection at the Company’s registered office during normal business hours and at the Annual General Meeting (for 15 minutes prior to the meeting and during the meeting). The Executive Directors have notice periods in their service contracts of 12 months. The Non-Executive Directors’ letters of appointment do not contain provision for notice periods or for compensation if their appointments are terminated. This report on remuneration has been approved by the Board of Directors and signed on its behalf by: /s/ Valerie Gooding Valerie Gooding Chairman of the Remuneration Committee 16 June 2022 Annual Report on Remuneration (continued)

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Strategic report Governance Financials Other information 113 Vodafone Group Plc  Annual Report on Form 20-F 2022 Our US listing requirements As Vodafone’s American depositary shares are listed on NASDAQ Stock Market LLC (‘NASDAQ’), we are required to disclose a summary of any material differences between the corporate governance practices we follow and those of US companies listed on NASDAQ. Vodafone’s corporate governance practices are primarily based on UK requirements but substantially conform to those required of US companies listed on NASDAQ. The material differences are set out in the following table: Board member independence Different tests of independence for Board members are applied under the 2018 UK Corporate Governance Code (the ‘Code’) and the NASDAQ listing rules. The Board is not required to take into consideration NASDAQ’s detailed definitions of independence as set out in the NASDAQ listing rules. The Board has carried out an assessment based on the independence requirements of the Code and has determined that, in its judgement, each of Vodafone’s Non-Executive Directors is independent within the meaning of those requirements. Committees The NASDAQ listing rules require US companies to have a nominations committee, an audit committee and a compensation committee, each composed entirely of independent directors, with the nominations committee and the audit committee each required to have a written charter which addresses the committee’s purpose and responsibilities, and the compensation committee having sole authority and adequate funding to engage compensation consultants, independent legal counsel and other compensation advisers. – Our Nominations and Governance Committee is chaired by the Chairman of the Board and its other members are independent Non-Executive Directors. – Our Remuneration Committee is composed entirely of independent Non-Executive Directors. – Our Audit and Risk Committee is composed entirely of Non-Executive Directors, each of whom (i) the Board has determined to be independent based on the independence requirements of the Code and (ii) meets the independence requirements of the Securities Exchange Act of 1934. – We have terms of reference for our Nominations and Governance Committee, Audit and Risk Committee and Remuneration Committee, each of which comply with the requirements of the Code and are available for inspection on our website at vodafone.com/governance – These terms of reference are generally responsive to the relevant NASDAQ listing rules, but may not address all aspects of these rules. Code of Ethics and Code of Conduct Under the NASDAQ listing rules, US companies must adopt a Code of Conduct applicable to all directors, officers and employees that complies with the definition of a ‘Code of Ethics’ set out in section 406 of the Sarbanes-Oxley Act. – We have adopted a Code of Ethics that complies with section 406 of the Sarbanes-Oxley Act which is applicable only to the senior financial and principal executive officers. Click to read our Code of Ethics vodafone.com/governance – We have also adopted a separate Code of Conduct which applies to all employees. Quorum The quorum required for shareholder meetings, in accordance with our Articles of Association, is two shareholders, regardless of the level of their aggregate share ownership, while US companies listed on NASDAQ are required by the NASDAQ listing rules to have a minimum quorum of 33.33% of the shareholders of ordinary shares for shareholder meetings. Related party transactions In lieu of obtaining an independent review of related party transactions for conflicts of interests in accordance with the NASDAQ listing rules, we seek shareholder approval for related party transactions that (i) meet certain financial thresholds or (ii) have unusual features in accordance with the Listing Rules issued by the Financial Conduct Authority (FCA) in the UK (the ‘Listing Rules’), the Companies Act 2006 and our Articles of Association. Further, we use the definition of a transaction with a related party as set out in the Listing Rules, which differs in certain respects from the definition of related party transaction in the NASDAQ listing rules. Shareholder approval When determining whether shareholder approval is required for a proposed transaction, we comply with both the NASDAQ listing rules and the Listing Rules. Under the NASDAQ listing rules, whether shareholder approval is required for a transaction depends on, among other things, the percentage of shares to be issued or sold in connection with the transaction. Under the Listing Rules, whether shareholder approval is required for a transaction depends on, among other things, whether the size of a transaction exceeds a certain percentage of the size of the listed company undertaking the transaction.

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Strategic report Financials Other information Governance 114 Vodafone Group Plc  Annual Report on Form 20-F 2022 The Directors of the Company present their report together with the audited consolidated financial statements for the year ended 31 March 2022. This report has been prepared in accordance with requirements outlined within The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and forms part of the management report as required under Disclosure Guidance and Transparency Rule (‘DTR’) 4. Certain information that fulfils the requirements of the Directors’ report can be found elsewhere in this document and is referred to below. This information is incorporated into this Directors’ report by reference. Vodafone Group plc is incorporated and domiciled in England and Wales (registration number 1833679). The registered address of the Company is Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England. Responsibility statement As required under the DTRs, a statement made by the Board regarding the preparation of the financial statements is set out on pages 117-118 which also provides details regarding the disclosure of information to the Company’s auditor and management’s report on internal control over financial information. Going concern The going concern statement required by the Listing Rules and the UK Corporate Governance Code (the ‘Code’) is set out in the “Directors’ statement of responsibility” on page 118. System of risk management and internal control The Board is responsible for maintaining a risk management and internal control system and for managing principal risks faced by the Group. Such a system is designed to manage rather than eliminate business risks and can only provide reasonable and not absolute assurance against material mistreatment or loss. This is described in more detail in the Audit and Risk Committee Report on pages 83-88. The Board has implemented in full the FRC ‘Guidance on Risk Management, Internal Control and related Financial and Business Reporting’ for the year and to the date of this Annual Report. The resulting procedures, which are subject to regular monitoring and review, provide an ongoing process for identifying, evaluating and managing the Company’s principal risks (which can be found on pages 59-65). Corporate Governance Statement The Corporate Governance Statement setting out how the Company complies with the Code is set out on page 71. This includes a description of the main features of our internal control and risk management arrangements in relation to the financial reporting process. The information required by DTR 7.2.6R can be found in the “Shareholder information” section on pages 234-239. A description of the composition and operation of the Board and its Committees including the Board Diversity Policy is set out on page 75, pages 80-90 and page 99. The Code can be viewed in full at frc.org.uk. Strategic Report The Strategic Report is set out on pages 1-67 and is incorporated into this Directors’ report by reference. Directors and their interests The Directors of the Company who served during the financial year ended 31 March 2022 and up to the date of signing the financial statements are as follows: Jean-François van Boxmeer, Nick Read, Margherita Della Valle, Sir Crispin Davis, Michel Demaré, Dame Clara Furse, Valerie Gooding, Deborah Kerr (appointed 1 March 2022), Maria Amparo Moraleda Martinez and David Nish. Sanjiv Ahuja and Renee James stepped down on 27 July 2021, and Olaf Swantee stepped down on 25 September 2021. A summary of the rules related to the appointment and replacement of Directors and Directors’ powers can be found on page 236. Details of Directors’ interests in the Company’s ordinary shares, options held over ordinary shares, interests in share options and long-term incentive plans are set out on pages 93-112. Directors’ conflicts of interest Established within the Company is a procedure for managing and monitoring conflicts of interest for Directors. Details of this procedure are set out on page 81. Directors’ indemnities In accordance with our Articles of Association and to the extent permitted by law, Directors are granted an indemnity from the Company in respect of liability incurred as a result of their office. In addition, we maintained a Directors’ and officers’ liability insurance policy throughout the year. Neither our indemnity nor the insurance provides cover in the event that a Director is proven to have acted dishonestly or fraudulently. Disclosures required under Listing Rule 9.8.4 The information on the amount of interest capitalised and the treatment of tax relief can be found in notes 5 and 6 to the consolidated financial statements respectively. The remaining disclosures required by Listing Rule 9.8.4 are not applicable to Vodafone. Capital structure and rights attaching to shares Ordinary shares of Vodafone Group Plc are traded on the London Stock Exchange and in the form of American Depositary Shares (‘ADS’) on NASDAQ. ADSs, each representing 10 ordinary shares, are traded on NASDAQ under the symbol ‘VOD’. The ADSs are evidenced by American Depositary Receipts (‘ADR’) issued by J.P. Morgan, as depositary, under a deposit agreement, dated 15 February 2022 between the Company, the depositary and the holders from time to time of ADRs issued thereunder. ADS holders are not shareholders in the Company but may instruct J.P. Morgan on the exercise of voting rights relative to the number of ordinary shares represented by their ADSs. See “Articles of Association and applicable English law” and “Rights attaching to the Company’s shares – Voting rights” on page 236. Directors’ report

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Strategic report Governance Financials Other information 115 Vodafone Group Plc  Annual Report on Form 20-F 2022 All information relating to the Company’s capital structure, rights attaching to shares, dividends, the policy to repurchase the Company’s own shares, details of Company share repurchases and details of other shareholder information is contained on pages 32-33 and pages 234-239. Change of control Details of change of control provisions in the Company’s revolving credit facilities are set out in note 22 “Capital and financial risk management”. Information on agreements between the Company and its Directors providing for compensation for loss of office of employment (including details of change of control provisions in share schemes) is set out on pages 97-98. Subject to that, there are no agreements between the Company and its employees providing for compensation for loss of office or employment that occurs because of a takeover bid. Dividends Full details of the Company’s dividend policy and proposed final dividend payment for the year ended 31 March 2022 are set out on page 33 and note 9 to the consolidated financial statements. Sustainability Information about the Company’s approach to sustainability risks and opportunities is set out on pages 34-57. Details of our greenhouse gas emissions are also included on these pages. Political donations No political donations or contributions to political parties under the Companies Act 2006 have been made during the financial year. The Group policy is that no political donations be made or political expenditure incurred. Financial risk management objectives and policies Disclosures relating to financial risk management objectives and policies, including our policy for hedging are set out in note 22 to the consolidated financial statements and disclosures relating to exposure to credit risk, liquidity risk and market risk are outlined in note 22. Important events since the end of the financial year There were no important events affecting the Company which have occurred since the end of the financial year. Future developments within the Group The Strategic Report contains details of likely future developments within the Group. Group policy compliance Each Group policy is owned by a member of the Executive Committee so that there is clear accountability and authority for ensuring the associated business risk is adequately managed. Regional Chief Executives and the Senior Leadership Team member responsible for each Group function have primary accountability for ensuring compliance with all Group policies by all our markets and entities. Our Group compliance team and policy champions support the policy owners and local markets in implementing policies and monitoring compliance. All of the key Group policies have been consolidated into the Vodafone Code of Conduct which applies to all employees and those who work for or on behalf of Vodafone. It sets out the standards of behaviour expected in relation to areas such as insider dealing, bribery and raising concerns through the whistle blowing process (known internally as ‘Speak Up’). Read more on page 47 Branches The Group, through various subsidiaries, has branches in a number of different jurisdictions in which the business operates. Further details are included in note 31. Employee disclosures Vodafone is an inclusive employer and diversity is important to us. We give full and fair consideration to applications for employment by disabled persons and the continued employment of anyone incurring a disability while employed by us. Training, career development and promotion opportunities are equally applied for all our employees, regardless of disability. Our disclosures relating to the employment of women in senior management roles, diversity, employee engagement and policies are set out on page 14, pages 39 and 40, page 78 and page 81. By order of the Board /s/ Rosemary Martin Rosemary Martin Group General Counsel and Company Secretary 16 June 2022

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Strategic report Governance Financials Other information 116 Vodafone Group Plc  Annual Report on Form 20-F 2022 117 Directors’ statement of responsibility 119 Risk mitigation 125 Report of independent registered public accounting firm 129 Consolidated financial statements 129 Consolidated income statement 129 Consolidated statement of comprehensive income 130 Consolidated statement of financial position 131 Consolidated statement of changes in equity 132 Consolidated statement of cash flows 133 Notes to the consolidated financial statements 133 1. Basis of preparation Income statement 139 2. Revenue disaggregation and segmental analysis 145 3. Operating profit 146 4. Impairment losses 153 5. Investment income and financing costs 154 6. Taxation 159 7. Discontinued operations and assets held for sale 160 8. Earnings per share 160 9. Equity dividends Financial position 161 10. Intangible assets 163 11. Property, plant and equipment 165 12. Investments in associates and joint arrangements 171 13. Other investments 172 14. Trade and other receivables 173 15. Trade and other payables 174 16. Provisions 175 17. Called up share capital Cash flows 176 18. Reconciliation of net cash flow from operating activities 176 19. Cash and cash equivalents 177 20. Leases 180 21. Borrowings 182 22. Capital and financial risk management Employee remuneration 191 23. Directors’ and key management compensation 192 24. Employees 193 25. Post employment benefits 197 26. Share-based payments Additional disclosures 199 27. Acquisitions and disposals 200 28. Commitments 200 29. Contingent liabilities and legal proceedings 204 30. Related party transactions 205 31. Related undertakings 214 32. Subsidiaries exempt from audit 215 These pages are intentionally left blank 215 These pages are intentionally left blank 216 These pages are intentionally left blank 217 These pages are intentionally left blank 217 1. These pages are intentionally left blank 219 2. These pages are intentionally left blank 220 3. These pages are intentionally left blank 220 4. These pages are intentionally left blank 220 5. These pages are intentionally left blank 221 6. These pages are intentionally left blank 221 7. These pages are intentionally left blank 221 8. These pages are intentionally left blank 222 9. These pages are intentionally left blank 222 10. These pages are intentionally left blank 222 11. These pages are intentionally left blank 223 Non-GAAP measures (unaudited information) 233 Additional information (unaudited information) Reporting on our financial performance Index

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Strategic report Governance Financials Other information 117 Vodafone Group Plc  Annual Report on Form 20-F 2022 Directors’ statement of responsibility The Directors are responsible for preparing the financial statements in accordance with applicable law and regulations and keeping proper accounting records. Detailed below are statements made by the Directors in relation to their responsibilities, disclosure of information to the Company’s auditor, going concern and management’s report on internal control over financial reporting. Financial statements and accounting records Company law of England and Wales requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the Group at the end of the financial year and of the profit or loss of the Group for that period. In preparing those financial statements the Directors are required to: – select suitable accounting policies and apply them consistently; – make judgements and estimates that are reasonable and prudent; – present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; – state whether the consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standards (‘IAS’), with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’) and with the requirements of the UK Companies Act 2006 (the ‘Act’); state for the Company’s financial statements whether applicable UK accounting standards have been followed; and – prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and of the Group and enable them to ensure that the financial statements are prepared in accordance with UK-adopted IAS, with IFRS as issued by the IASB and with the requirements of the Act. They are also responsible for the system of internal control, for safeguarding the assets of the Company and the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Directors’ responsibility statement Each of the Directors, whose names and functions are listed on pages 73 and 74, confirms that, to the best of his or her knowledge: – the consolidated financial statements, prepared in accordance with UK-adopted IAS, with IFRS as issued by the IASB and with the requirements of the Act, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and – the Strategic Report includes a fair review of the development and performance of the business and the position of the Group, together with a description and robust assessment of the principal risks and uncertainties that it faces. The Directors are also responsible under section 172 of the Companies Act 2006 to promote the success of the Company for the benefit of its members as a whole and in doing so have regard for the needs of wider society and stakeholders, including customers, consistent with the Group’s core and sustainable business objectives. Having taken advice from the Audit and Risk Committee, the Board considers the Annual Report, taken as a whole, is fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. Neither the Company nor the Directors accepts any liability to any person in relation to the Annual Report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A and schedule 10A of the Financial Services and Markets Act 2000. Disclosure of information to the auditors Having made the requisite enquiries, so far as the Directors are aware, there is no relevant audit information (as defined by section 418(3) of the Companies Act 2006) of which the Company’s auditor is unaware and the Directors have taken all the steps they ought to have taken to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

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Strategic report Governance Financials Other information 118 Vodafone Group Plc  Annual Report on Form 20-F 2022 Going concern The Group’s business activities, performance, position, principal risks and uncertainties and the Directors’ assessment of its long-term viability are set out on page 65. A range of mitigations for risks faced by the Group are included on pages 119 to 122. In addition, the funding position of the Group is included in ‘Borrowings’ and ’Capital and financial risk management’ in notes 21 and 22, respectively, to the consolidated financial statements. Notes 21 and 22 include disclosure in relation to the Group’s objectives, policies and processes for managing as well as details regarding its capital, its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk. As noted on page 184, the Group has access to substantial cash and financing facilities. The Group also believes it adequately manages or mitigates its solvency and liquidity risks through two primary processes, described below. Business planning process and performance management The Group’s forecasting and planning cycle consists of three in-year forecasts, a budget and a long-range plan. These generate income statement, cash flow and borrowings projections for assessment by Group management and the Board. Each forecast is compared with prior forecasts and actual results to identify variances and understand the drivers of the changes and their future impact so management can take action where appropriate. Additional analysis is undertaken to review and sense check the key assumptions underpinning the forecasts. Cash flow and liquidity reviews The business planning process provides outputs for detailed cash flow and liquidity reviews, to ensure that the Group maintains adequate liquidity throughout the forecast periods. The prime output is a liquidity forecast which is prepared and updated at least on a monthly basis which highlights the extent of the Group’s liquidity based on controlled cash flows and the headroom under the Group’s undrawn revolving credit facility. The key inputs into this forecast are: – Cash flow forecasts with information taken from the business planning process; – Bond and other debt maturities; and – Expectations for shareholder returns, spectrum auctions and M&A activity. The liquidity forecast is reviewed by the Group Chief Financial Officer and included in each of her reports to the Board. In addition, the Group continues to manage its foreign exchange and interest rate risks within the framework of policies and guidelines authorised and reviewed by the Board, with oversight provided by the Treasury Risk Committee. The Group’s financial performance was resilient during the COVID-19 pandemic and the residual impact has been considered as part of the business planning process and reflected in the Group’s cash flow forecasts. The Directors have also considered sensitivities in respect of potential downside scenarios in concluding that the Group is able to continue in operation for the period to 30 June 2023 from the date of approving the consolidated financial statements. Those sensitivities include the non-refinancing of debt maturities in the assessment period. A reverse stress test was also reviewed to understand how severe conditions would have to be to breach liquidity including the required reduction in profitability metrics. In addition to the liquidity forecasts, downside scenarios and reverse stress test that are prepared, the Director’s considered the availability of the Group’s €7.6 billion undrawn revolving credit facilities as at 31 March 2022. In reaching their conclusion on the going concern assessment, the Directors also considered the findings of the work performed to support the statement on the long-term viability of the Group. As noted on page 65, this included key changes to relevant principal risks in light of global economic and political uncertainty, sensitivity analysis, scenario assessments, and combinations of these, over the viability assessment period. Conclusion Based on the review, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing the Annual Report and Accounts. Controls over financial reporting Disclosure controls and procedures The Directors, the Chief Executive and the Chief Financial Officer have evaluated the effectiveness of the disclosure controls and procedures, including those defined in the United States Securities Exchange Act of 1934, Rule 13a–15(e), and, based on that evaluation, have concluded that the disclosure controls and procedures were effective at the end of the period covered by this report. Management’s report on internal control over financial reporting As required by section 404 of the US Sarbanes-Oxley Act, management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group. The Group’s internal control over financial reporting includes policies and procedures that: – pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; – are designed to provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with UK-adopted IAS, with IFRS as issued by the IASB and with the requirements of the Act, and that receipts and expenditures are being made only in accordance with authorisation of management and the Directors of the Company; and – provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the Group’s assets that could have a material effect on the financial statements. Any internal control framework, no matter how well designed, has inherent limitations including the possibility of human error and the circumvention or overriding of the controls and procedures, and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate. Management has assessed the effectiveness of the internal control over financial reporting at 31 March 2022 based on the Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (‘COSO’) in 2013. Based on management’s assessment, management has concluded that internal control over financial reporting was effective at 31 March 2022. During the period covered by this document, there were no changes in the Group’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the effectiveness of the internal controls over financial reporting. The Group’s internal control over financial reporting at 31 March 2022 has been audited by Ernst & Young LLP, an independent registered public accounting firm who also audit the Group’s consolidated financial statements. Their audit report on internal control over financial reporting is on page 128. By order of the Board /s/ Rosemary Martin Rosemary Martin Group General Counsel and Company Secretary 16 June 2022 Directors’ statement of responsibility (continued)

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Strategic report Governance Financials Other information 119 Vodafone Group Plc  Annual Report on Form 20-F 2022 Strengthening our framework We continue to enhance and embed the global risk management framework which aims to mature our process. This improves consistency across the markets where we operate and provides the appropriate level of oversight for the different risk types. Over the course of the year, we have: – Improved our process for the identification and assessment of emerging risks (see section above); – Updated our approach in determining risk tolerance and the process to manage risks which are outside of our tolerance level; – Increased the frequency of reporting to our governance committees using a more agile approach, so that risks can be better monitored and appropriate treatment actions can be implemented; and – Continued to align with the TCFD recommendations for climate-related risks and opportunities. Risk mitigation Mitigation activities We have a risk-based approach to managing cyber security. We actively identify risks and threats, design layers of control and implement controls across all parts of the Group. The approach balances controls that prevent the majority of attacks, detect events and respond quickly to reduce harm. Risk ranking movement Principal risks Cyber threat Description An external attack, insider threat or supplier breach could cause service interruption or confidential data breaches. Year-on-year risk ranking movement Increasing Decreasing No change New risk NEW

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Strategic report Governance Financials Other information 120 Vodafone Group Plc  Annual Report on Form 20-F 2022 Risk mitigation (continued) Mitigation activities We are closely monitoring the evolution of the geopolitical environment. This enables us to respond to emerging challenges and to comply with regulations, economic sanctions and trade rulings. We also mitigate our exposure through having multi-year contracts with key suppliers, forecasting and forward ordering our inventory requirements in anticipation of extended lead-times as well as continuing to execute our logistics optimisation strategy. Risk ranking movement NEW Mitigation activities We actively address issues openly with policy makers and regulatory authorities to find mutually acceptable ways forward. As a last resort we uphold our rights through legal means. Risk ranking movement Mitigation activities We have specialist teams executing our organisational and digital transformation activities. We have robust investment and governance structures in place, such as our Digital Steering Committee and Global Product Board, dedicated to steering the transformation efforts and ensuring we execute at scale. We have also established our Products Operating Model to transform our global product management approach. Risk ranking movement Supply chain disruption Adverse political and policy environment Strategic transformation Description Disruption in our supply chain could mean that we are unable to execute our strategic plans, resulting in increased cost and reduced choice as well as service quality. Description An adverse political and policy environment could impact our strategy and result in increased costs, create competitive disadvantage or have negative impact on our return on capital employed. Description Failure to effectively execute the transformational activities to deliver on our strategy could result in loss of business value and/or additional cost. Year-on-year risk ranking movement Increasing Decreasing No change New risk NEW

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Strategic report Governance Financials Other information 121 Vodafone Group Plc  Annual Report on Form 20-F 2022 Mitigation activities We continually strive to introduce innovative propositions and services which enable us to deepen customer engagement beyond connectivity. We are focused on simplifying our product portfolio, building capabilities and partnering to create value beyond connectivity, improving our operating model and processes, and accelerating our digital transformation, in order to offer the best customer experience. Mitigation activities We have a relatively resilient business model. Our offers are competitive in the markets in which we operate. We are supporting our business customers’ efficiencies through our innovative products. We have a long average life of debt which minimises refinancing requirements, and the vast majority of our interest costs are fixed. Risk ranking movement NEW Risk ranking movement Risk ranking movement Mitigation activities Our Tech2025 Strategy incorporates fixed and mobile network evolution steps to enhance broadband coverage and network performance. In collaboration with our strategic suppliers, we are testing and deploying new technologies which provide higher connection throughput, lower latency and increased capacity. Disintermediation Infrastructure competitiveness Description Failure to meet customers’ expectations with best available broadband technology in our fixed and mobile networks could lead to loss of revenue. Description Failure to effectively respond to threats from emerging technology or disruptive business models could lead to a loss of customer relevance, market share and new/existing revenue streams. Description Adverse changes to economic conditions could result in reduced customer spending, higher interest rates, adverse inflation, or foreign exchange rates. Adverse conditions could also lead to limited debt refinancing options and/or increase in costs. Adverse changes in macroeconomic conditions

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Strategic report Governance Financials Other information 122 Vodafone Group Plc  Annual Report on Form 20-F 2022 Risk mitigation (continued) Risk ranking movement Risk ranking movement Mitigation activities We monitor and pursue opportunities to optimise our portfolio to deliver value for our shareholders and improve returns. We actively assess opportunities to, i) generate and realise value from our assets, ii) deliver value accretive in-market consolidation to deliver sustainable market structures, iii) streamline and simplify our portfolio. Mitigation activities We closely monitor the competitive environment in all markets and react accordingly to consumer and business needs. In many consumer markets, we have launched ‘second’ brands in order to compete effectively and efficiently in the value segment. Additionally, we evolve our offers and tariff plans and aim to provide a differentiated customer experience. NEW Mitigation activities Recovery targets are set for critical assets to limit the impact of service outages. A global policy outlines the controls required to ensure that technology services are resilient and in alignment with these targets. We identify the risks for the relevant IT programmes to determine whether they are being effectively mitigated. Where gaps are identified, recommendations for mitigation are raised and the programmes are effectively de-risked. Risk ranking movement NEW Portfolio transformation Adverse market conditions Description Failure to effectively execute on plans to transform and shape the portfolio could result in failure to deliver growth in revenue and improved returns. Description Increasing competition could lead to price wars, reduced margins, loss of market share and/or damage to market value. Technology resilience and future readiness Description Network, IT or platform outages and/or any delays delivering our IT modernisation programme could lead to dissatisfied customers and/or impact revenue. Year-on-year risk ranking movement Increasing Decreasing No change New risk NEW

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Strategic report Governance Financials Other information 125 Vodafone Group Plc  Annual Report on Form 20-F 2022 To the Shareholders and the Board of Directors of Vodafone Group Plc Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of Vodafone Group Plc (the Group) as of 31 March 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended 31 March 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group at 31 March 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended 31 March 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Group’s internal control over financial reporting as of 31 March 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (2013 framework) and our report dated 16 June 2022 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. Report of Independent Registered Public Accounting Firm We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Carrying value of cash generating units, including goodwill Description of the matter As more fully described in Note 4 to the consolidated financial statements, in accordance with IAS 36 Impairment of Assets the Group calculates the value in use (‘VIU’) for cash generating units (‘CGUs’) to determine whether an adjustment to the carrying value of the CGU, and therefore, goodwill, is required. As of 31 March 2022, the Group has recorded €31,884 million of goodwill. The Group’s assessment of the VIU of its CGUs involves estimation and judgement about the future performance of the local market businesses. In particular, the determination of the VIUs was sensitive to the significant assumptions of projected adjusted EBITDAaL growth, long-term growth rates and discount rates. Auditing the Group’s annual impairment test was complex and involved significant auditor judgement, given the estimation uncertainty related to the significant assumptions described above and the sensitivity of certain VIU models to fluctuations in those assumptions, including where those CGUs had historical impairments, market specific events or other factors which resulted in low headroom. How we addressed the matter in our audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Group’s goodwill impairment review process, including management’s controls over the significant assumptions described above. For the annual impairment assessment as at 31 March 2022 we tested, with the help of a valuation specialist, the methodology applied in the VIU models, as compared to the requirements of IAS 36, including the mathematical accuracy of management’s VIU models. We performed procedures to test and assess the significant assumptions used in the VIU models, which included evaluating projected adjusted EBITDAaL growth, for example by comparing underlying assumptions to external data such as economic and industry forecasts for the relevant markets and for consistency with evidence obtained from other areas of our audit. We also compared CGU EBITDAaL multiples to market listed peers and considered independent analyst valuations for individual CGUs, where available. For each CGU, we compared the cash flow projections used in the VIU models to the information approved by the Group’s Board of Directors and evaluated the historical accuracy of management’s business plans, which underpin the VIU models, by comparing prior year forecasts to actual results in the current period. With the assistance of a valuation specialist, we compared long-term growth rates and discount rates against EY independently determined ranges and performed sensitivity analyses on the above-described assumptions in the VIU models, to evaluate the parameters that, should they arise, would cause an impairment of the CGU or would indicate additional disclosures were appropriate. We also assessed the adequacy of the related disclosures provided in Note 4 of the consolidated financial statements, in particular the sensitivity disclosures in relation to reasonably possible changes in assumptions that could result in impairment.

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Strategic report Governance Financials Other information 126 Vodafone Group Plc  Annual Report on Form 20-F 2022 Report of Independent Registered Public Accounting Firm (continued) Revenue Recognition Description of the matter As more fully described in Note 2, Note 14 and Note 15 to the consolidated financial statements, the Group reported revenue of €45,580 million, contract assets of €3,551 million and contract liabilities of €2,521 million for the year ended and at, 31 March 2022. Management records revenue according to the principles of IFRS 15, Revenue from Contracts with Customers, including following the 5-step model, as described in the accounting policy in Note 2 to the consolidated financial statements. Auditing the revenue recorded by the Group is complex, due to the multiple IT systems and tools utilised in the initiation, processing and recording of transactions, which includes a high volume of individually low monetary value transactions, as well as the potential for significant postings outside of the aforementioned IT systems. Furthermore, judgement and the involvement of IT professionals was required to determine the audit approach to test and evaluate the relevant data that was captured and aggregated, and to assess the sufficiency of the audit evidence obtained. How we addressed the matter in our audit We, together with our IT professionals, obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Group’s revenue recognition process, including controls over the appropriate flow of transactional data through the IT systems and tools and the reconciliation of the transactional data to the accounting records. In addition, our audit procedures included, on a sample basis, reperforming billing data to general ledger end-to-end reconciliations, which included assessing the accuracy of the data inputs to underlying source documentation, including contractual agreements, where relevant; testing the mathematical accuracy and completeness of the reconciliations and any material reconciling items, including significant revenue postings outside of the billing systems; and recalculating the revenue recognised to evaluate whether the processing of the revenue recognition by the Group’s IT systems and automated processes was in accordance with IFRS 15.

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Strategic report Governance Financials Other information 127 Vodafone Group Plc  Annual Report on Form 20-F 2022 Recoverability of deferred tax assets in Luxembourg Description of the matter As more fully described in Note 6 to the consolidated financial statements, the Group recognises deferred tax assets in accordance with IAS 12, Income Taxes, based on their estimated recoverability and whether management judges that it is probable that there will be sufficient and suitable taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future. Deferred tax assets in Luxembourg of €16,298 million have been recognised in respect of losses, as management concluded it is probable that the Luxembourg entities will continue to generate taxable profits in the future, against which they can utilise these assets. Management estimates that the losses will be utilised over a period of 45-48 years. The Luxembourg companies’ income and therefore future taxable profits is derived from the Group’s internal financing and procurement and roaming activities. The forecast future finance income can vary based on forecast interest rates and intercompany debt levels, which in turn impacts the timeframe over which the deferred tax asset is forecast to be recovered. Furthermore, Luxembourg owns direct and indirect interests in the Group’s operating activities. The value of these investments is primarily based on the Group’s value in use calculations. Changes in the value for the purposes of local Luxembourg statutory financial statements can result in impairment reversals or charges, which are taxable or tax deductible, respectively, under local law. Auditing the Group’s recognition and recoverability of deferred tax assets in Luxembourg involves judgements and estimation uncertainty in relation to the availability of future taxable profits, the application of relevant tax transfer pricing and other laws and the period of time over which these assets will be utilised. How we addressed the matter in our audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls around the recognition of deferred tax assets in Luxembourg, including the calculation of the gross amount of deferred tax assets recorded, the preparation of the prospective financial information used to determine the Luxembourg entities’ future taxable income, and management’s identification and use of available commercial strategies. To test the realisability of the deferred tax assets in Luxembourg, with the support of tax professionals, our audit procedures included, among others, assessing the existence of available losses, including the impact of current year taxable profits resulting from procurement, roaming and finance income and from the reversal of previously recognised impairments within the local statutory financial statements. Our procedures also included evaluating management’s position on the recoverability of the losses with respect to local tax law and tax planning strategies adopted, testing the calculation of the reversal of previous impairments by, among other procedures, agreeing the value in use calculations to our audit work performed on ‘Carrying value of cash generating units, including goodwill’ and assessing the Luxembourg ownership structure. We tested the reasonableness of the forecasted procurement and roaming taxable profits utilised in management’s realisability assessment, by comparing to historical actual profits and with evidence obtained from other areas of our audit. To evaluate the forecast finance income, our procedures included, on a sample basis, recalculating finance income with reference to underlying agreements, comparing future interest rates utilised in the forecasts to relevant external benchmarks and the assumed reductions in intergroup debt for consistency with our understanding of relevant guidance in respect of transfer pricing of financial transactions. We assessed whether evidence exists that is contrary to management’s stated intention that the financing structures will remain in place or that indicates it is not probable that sufficient future taxable profits will exist. We also assessed the adequacy of the disclosures in Note 6 of the consolidated financial statements, in respect of the Luxembourg deferred tax assets, against the requirements of IAS 12. /s/ Ernst & Young LLP We have served as the Group’s auditor since 2019. London, United Kingdom 16 June 2022

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Strategic report Governance Financials Other information 128 Vodafone Group Plc  Annual Report on Form 20-F 2022 To the Shareholders and the Board of Directors of Vodafone Group Plc Opinion on Internal Control Over Financial Reporting We have audited Vodafone Group Plc’s (the Group) internal control over financial reporting as of 31 March 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Vodafone Group Plc maintained, in all material respects, effective internal control over financial reporting as of 31 March 2022, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Group as of 31 March 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended 31 March 2022 and the related notes and our report dated 16 June 2022, expressed an unqualified opinion thereon. Basis for Opinion The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in Management’s report on Internal control over financial reporting on page 118. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP London, United Kingdom 16 June 2022 Report of Independent Registered Public Accounting Firm

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Overview Strategic Report Governance Financials Other information 129 Vodafone Group Plc Annual Report 2022 Consolidated income statement for the years ended 31 March 2022 2021 2020 Note €m €m €m Revenue 2 45,580 43,809 44,974 Cost of sales (30,574) (30,086) (30,682) Gross profit 15,006 13,723 14,292 Selling and distribution expenses (3,358) (3,522) (3,814) Administrative expenses (5,713) (5,350) (5,810) Net credit losses on financial assets 22 (561) (664) (660) Share of results of equity accounted associates and joint ventures 12 211 342 (2,505) Impairment loss 4 – – (1,685) Other income 3 79 568 4,281 Operating profit 3 5,664 5,097 4,099 Non-operating expense – – (3) Investment income 5 254 330 248 Financing costs 5 (1,964) (1,027) (3,549) Profit before taxation 3,954 4,400 795 Income tax expense 6 (1,330) (3,864) (1,250) Profit/(loss) for the financial year 2,624 536 (455) Attributable to: – Owners of the parent 2,088 112 (920) – Non-controlling interests 536 424 465 Profit/(loss) for the financial year 2,624 536 (455) Earnings/(loss) per share From continuing operations – Basic 8 7.20c 0.38c (3.13)c – Diluted 8 7.17c 0.38c (3.13)c Total Group – Basic 8 7.20c 0.38c (3.13)c – Diluted 8 7.17c 0.38c (3.13)c Consolidated statement of comprehensive income for the years ended 31 March 2022 2021 2020 Note €m €m €m Profit/(loss) for the financial year 2,624 536 (455) Other comprehensive income/(expense): Items that may be reclassified to the income statement in subsequent years: Foreign exchange translation differences, net of tax (25) 133 (982) Foreign exchange translation differences transferred to the income statement 19 (17) (36) Other, net of tax1 1,863 (3,743) 3,066 Total items that may be reclassified to the income statement in subsequent years 1,857 (3,627) 2,048 Items that will not be reclassified to the income statement in subsequent years: Net actuarial gains/(losses) on defined benefit pension schemes, net of tax 25 483 (555) 526 Total items that will not be reclassified to the income statement in subsequent years 483 (555) 526 Other comprehensive income/(expense) 2,340 (4,182) 2,574 Total comprehensive income/(expense) for the financial year 4,964 (3,646) 2,119 Attributable to: – Owners of the parent 4,402 (4,069) 1,696 – Non-controlling interests 562 423 423 4,964 (3,646) 2,119 Note: 1 Principally includes the impact of the Group’s cash flow hedges deferred to other comprehensive income during the year. Further details on items in the consolidated statement of comprehensive income can be found in the consolidated statement of changes in equity on page 131. Strategic report Governance Financials Other information 129 Vodafone Group Plc  Annual Report on Form 20-F 2022

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130 Vodafone Group Plc Annual Report 2022 20212020 Consolidated statement of financial position at 31 March 31 March 2022 31 March 2021 Note €m €m Non-current assets Goodwill 10 31,884 31,731 Other intangible assets 10 21,360 21,818 Property, plant and equipment 11 40,804 41,243 Investments in associates and joint ventures 12 4,268 4,670 Other investments 13 1,073 925 Deferred tax assets 6 19,089 21,569 Post employment benefits 25 555 60 Trade and other receivables 14 6,383 4,777 125,416 126,793 Current assets Inventory 836 676 Taxation recoverable 296 434 Trade and other receivables 14 11,019 10,923 Other investments 13 7,931 9,159 Cash and cash equivalents 19 7,496 5,821 27,578 27,013 Assets held for sale 7 959 1,257 Total assets 153,953 155,063 Equity Called up share capital 17 4,797 4,797 Additional paid-in capital 149,018 150,812 Treasury shares (7,278) (6,172) Accumulated losses (122,118) (121,587) Accumulated other comprehensive income 30,268 27,954 Total attributable to owners of the parent 54,687 55,804 Non-controlling interests 2,290 2,012 Total equity 56,977 57,816 Non-current liabilities Borrowings 21 58,131 59,272 Deferred tax liabilities 6 520 2,095 Post employment benefits 25 281 513 Provisions 16 1,881 1,747 Trade and other payables 15 2,516 4,909 63,329 68,536 Current liabilities Borrowings 21 11,961 8,488 Financial liabilities under put option arrangements 22 494 492 Taxation liabilities 864 769 Provisions 16 667 892 Trade and other payables 15 19,661 18,070 33,647 28,711 Total equity and liabilities 153,953 155,063 The consolidated financial statements on pages 129 to 214 were approved by the Board of Directors and authorised for issue on 16 June 2022 and were signed on its behalf by: /s/ Nick Read /s/ Margherita Della Valle Nick Read Margherita Della Valle Chief Executive Chief Financial Officer Strategic report Governance Financials Other information 130 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 131 Vodafone Group Plc Annual Report 2022 Consolidated statement of changes in equity for the years ended 31 March Additional Accumulated other comprehensive income Equity Non- Share paid-in Treasury Accumulated Currency Pensions Revaluation attributable controlling Total capital1 capital2 shares losses reserve3 reserve surplus4 Other5 to owners interests equity €m €m €m €m €m €m €m €m €m €m €m 1 April 2019 4,796 152,503 (7,875) (116,986) 29,284 (1,205) 1,227 213 61,957 1,231 63,188 Issue or reissue of shares 1 1 73 (68) – – – – 7 – 7 Share-based payments – 125 – – – – – – 125 11 136 Transactions with NCI in subsidiaries – – – (58) – – – – (58) (102) (160) Dividends – – – (2,317) – – – – (2,317) (348) (2,665) Comprehensive (expense)/income – – – (920) (976) 526 – 3,066 1,696 423 2,119 (Loss)/profit – – – (920) – – – – (920) 465 (455) OCI - before tax – – – – (951) 640 – 3,771 3,460 (46) 3,414 OCI - taxes – – – – 19 (114) – (705) (800) (4) (804) Transfer to the income statement – – – – (44) – – – (44) 8 (36) 31 March 2020 4,797 152,629 (7,802) (120,349) 28,308 (679) 1,227 3,279 61,410 1,215 62,625 Issue or reissue of shares6 – (1,943) 2,033 (87) – – – – 3 – 3 Share-based payments – 126 – – – – – – 126 10 136 Transactions with NCI in subsidiaries7 – – – 1,149 – – – – 1,149 748 1,897 Dividends – – – (2,412) – – – – (2,412) (384) (2,796) Comprehensive income/(expense) – – – 112 117 (555) – (3,743) (4,069) 423 (3,646) Profit – – – 112 – – – – 112 424 536 OCI - before tax – – – – 124 (686) – (4,630) (5,192) – (5,192) OCI - taxes – – – – 6 131 – 887 1,024 3 1,027 Transfer to the income statement – – – – (13) – – – (13) (4) (17) Purchase of treasury shares8 – – (403) – – – – – (403) – (403) 31 March 2021 4,797 150,812 (6,172) (121,587) 28,425 (1,234) 1,227 (464) 55,804 2,012 57,816 Issue or reissue of shares6 – (1,902) 2,000 (98) – – – – – – – Share-based payments – 108 – – – – – – 108 11 119 Transactions with NCI in subsidiaries7 – – – (38) – – – – (38) 237 199 Dividends – – – (2,483) – – – – (2,483) (532) (3,015) Comprehensive income/(expense) – – – 2,088 (32) 483 – 1,863 4,402 562 4,964 Profit – – – 2,088 – – – – 2,088 536 2,624 OCI - before tax – – – – (51) 627 – 2,368 2,944 26 2,970 OCI - taxes – – – – – (144) – (505) (649) – (649) Transfer to the income statement – – – – 19 – – – 19 – 19 Purchase of treasury shares8 – – (3,106) – – – – – (3,106) – (3,106) 31 March 2022 4,797 149,018 (7,278) (122,118) 28,393 (751) 1,227 1,399 54,687 2,290 56,977 Notes: 1 See note 17 ‘Called up share capital’. 2 Includes share premium, capital reserve, capital redemption reserve, merger reserve and share-based payment reserve. The merger reserve was derived from acquisitions made prior to 31 March 2004 and subsequently allocated to additional paid-in capital on adoption of IFRS. 3 The currency reserve is used to record cumulative translation differences on the assets and liabilities of foreign operations. The cumulative translation differences are recycled to the income statement on disposal of the foreign operation. 4 The revaluation surplus derives from acquisitions of subsidiaries made before the Group’s adoption of IFRS 3 (Revised) on 1 April 2010 and comprises the amounts arising from recognising the Group’s pre-existing equity interest in the acquired subsidiary at fair value. 5 Principally includes the impact of the Group’s cash flow hedges with €3,704 million net gain deferred to other comprehensive income during the year (2021: €5,892 million net loss; 2020: €4,113 million net gain) and €1,422 million net gain (2021: €1,226 million net loss; 2020: €408 million net gain) recycled to the income statement. These hedges primarily relate to foreign exchange exposure on fixed borrowings, with any foreign exchange on nominal balances directly impacting income statement in each period but interest cash flows unwinding to the income statement over the life of the hedges (up to 2059). See note 22 ‘Capital and financial risk management’ for further details. 6 Movements include the re-issue of 1,427 million shares (€1,944 million) in March 2021 to satisfy the first tranche and the re-issue of 1,519 million shares (€1,903 million) in March 2022 to satisfy the second tranche of the Mandatory Convertible Bond issued in March 2019. 7 Principally relates to the IPO of Vantage Towers A.G. See note 27 ‘Acquisitions and disposals’ for details. 8 Represents the irrevocable and non-discretionary share buyback programmes announced on 19 March 2021, 19 May 2021, 23 July 2021, 17 November 2021 and 9 March 2022. 130 Vodafone Group Plc Annual Report 2022 20212020 Consolidated statement of financial position at 31 March 31 March 2022 31 March 2021 Note €m €m Non-current assets Goodwill 10 31,884 31,731 Other intangible assets 10 21,360 21,818 Property, plant and equipment 11 40,804 41,243 Investments in associates and joint ventures 12 4,268 4,670 Other investments 13 1,073 925 Deferred tax assets 6 19,089 21,569 Post employment benefits 25 555 60 Trade and other receivables 14 6,383 4,777 125,416 126,793 Current assets Inventory 836 676 Taxation recoverable 296 434 Trade and other receivables 14 11,019 10,923 Other investments 13 7,931 9,159 Cash and cash equivalents 19 7,496 5,821 27,578 27,013 Assets held for sale 7 959 1,257 Total assets 153,953 155,063 Equity Called up share capital 17 4,797 4,797 Additional paid-in capital 149,018 150,812 Treasury shares (7,278) (6,172) Accumulated losses (122,118) (121,587) Accumulated other comprehensive income 30,268 27,954 Total attributable to owners of the parent 54,687 55,804 Non-controlling interests 2,290 2,012 Total equity 56,977 57,816 Non-current liabilities Borrowings 21 58,131 59,272 Deferred tax liabilities 6 520 2,095 Post employment benefits 25 281 513 Provisions 16 1,881 1,747 Trade and other payables 15 2,516 4,909 63,329 68,536 Current liabilities Borrowings 21 11,961 8,488 Financial liabilities under put option arrangements 22 494 492 Taxation liabilities 864 769 Provisions 16 667 892 Trade and other payables 15 19,661 18,070 33,647 28,711 Total equity and liabilities 153,953 155,063 The consolidated financial statements on pages 129 to 214 were approved by the Board of Directors and authorised for issue on 16 June 2022 and were signed on its behalf by: /s/ Nick Read /s/ Margherita Della Valle Nick Read Margherita Della Valle Chief Executive Chief Financial Officer Strategic report Governance Financials Other information 131 Vodafone Group Plc  Annual Report on Form 20-F 2022

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132 Vodafone Group Plc Annual Report 2022 2020 Consolidated statement of cash flows for the years ended 31 March 2022 2021 2020 Note €m €m €m Inflow from operating activities 18 18,081 17,215 17,379 Cash flows from investing activities Purchase of interests in subsidiaries, net of cash acquired 27 – (136) (10,295) Purchase of interests in associates and joint ventures 12 (445) (13) (1,424) Purchase of intangible assets (3,262) (3,227) (2,423) Purchase of property, plant and equipment (5,798) (5,413) (5,182) Purchase of investments (2,009) (3,726) (1,832) Disposal of interests in subsidiaries, net of cash disposed 27 – 157 4,427 Disposal of interests in associates and joint ventures 446 420 – Disposal of property, plant and equipment and intangible assets 33 43 61 Disposal of investments 3,282 1,704 7,792 Dividends received from associates and joint ventures 638 628 417 Interest received 247 301 371 Outflow from investing activities (6,868) (9,262) (8,088) Cash flows from financing activities Proceeds from issue of long-term borrowings 2,548 4,359 9,933 Repayment of borrowings (8,248) (12,237) (16,028) Net movement in short-term borrowings 3,002 (2,791) 2,488 Net movement in derivatives (293) 279 98 Interest paid1 (1,804) (2,152) (2,284) Payments for settlement of written put options2 – (1,482) – Purchase of treasury shares (2,087) (62) (821) Issue of ordinary share capital and reissue of treasury shares 17 – 5 7 Equity dividends paid 9 (2,474) (2,427) (2,296) Dividends paid to non-controlling shareholders in subsidiaries (539) (391) (348) Other transactions with non-controlling shareholders in subsidiaries 27 189 1,663 (160) Other movements with associates and joint ventures – 40 59 Outflow from financing activities (9,706) (15,196) (9,352) Net cash inflow/(outflow) 1,507 (7,243) (61) Cash and cash equivalents at beginning of the financial year 19 5,790 13,288 13,605 Exchange gain/(loss) on cash and cash equivalents 74 (255) (256) Cash and cash equivalents at end of the financial year 19 7,371 5,790 13,288 Notes: 1 Amount for 2022 includes €58 million (2021: €9 million inflow; 2020: €273 million outflow) of cash inflow on derivative financial instruments for the share buyback related to maturing tranches of mandatory convertible bonds. 2 Amount for 2021 reflects the settlement of a tender offer made to other shareholders of Kabel Deutschland Holding A.G. Strategic report Governance Financials Other information 132 Vodafone Group Plc  Annual Report on Form 20-F 2022

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N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s Overview Strategic Report Governance Financials Other information 133 Vodafone Group Plc Annual Report 2022 1. Basis of preparation This section describes the critical accounting judgements and estimates that management has identified as having a potentially material impact on the Group’s consolidated financial statements and sets out our significant accounting policies that relate to the financial statements as a whole. Where an accounting policy is generally applicable to a specific note to the financial statements, the policy is described within that note. We have also detailed below the new accounting pronouncements that we will adopt in future years and our current view of the impact they will have on our financial reporting. The consolidated financial statements are prepared in accordance with UK-adopted International Accounting Standards (‘IAS’), with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’) and with the requirements of the Companies Act 2006 (the ‘Act’). The consolidated financial statements are prepared on a going concern basis (see page 118). Vodafone Group Plc is incorporated and domiciled in England and Wales (registration number 1833679). The registered address of the Company is Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England. IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Group’s circumstances. These have been applied consistently to all the years presented, unless otherwise stated. In determining and applying accounting policies, Directors and management are required to make judgements and estimates in respect of items where the choice of specific policy, accounting judgement, estimate or assumption to be followed could materially affect the Group’s reported financial position, results or cash flows and disclosure of contingent assets or liabilities during the reporting period; it may later be determined that a different choice may have been more appropriate. The Group’s critical accounting judgements and key sources of estimation uncertainty are detailed below. Actual outcomes could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period; they are recognised in the period of the revision and future periods if the revision affects both current and future periods. Management regularly reviews, and revises as necessary, the accounting judgements that significantly impact the amounts recognised in the financial statements and the estimates that are considered to be ‘critical estimates’ due to their potential to give rise to material adjustments in the Group’s financial statements in the year to 31 March 2023. As at 31 March 2022, management has identified critical judgements in respect of revenue recognition, lease accounting, valuing assets and liabilities acquired in business combinations, the accounting for tax disputes in India, the classification of joint arrangements, whether to recognise provisions or to disclose contingent liabilities and the impacts of climate change. In addition, management has identified critical accounting estimates in relation to the recovery of deferred tax assets, post employment benefits and impairment reviews; estimates have also been identified that are not considered to be critical in respect of the allocation of revenue to goods and services, the useful economic lives of finite lived intangibles and property, plant and equipment. The majority of the Group’s provisions are either long-term in nature (such as asset retirement obligations) or relate to shorter-term liabilities (such as those relating to restructuring and property) where there is not considered to be a significant risk of material adjustment in the next financial year. Critical judgements exercised in respect of tax disputes in India, include the cases relating to our acquisition of Hutchison Essar Limited (Vodafone India). These critical accounting judgements, estimates and related disclosures have been discussed with the Group’s Audit and Risk Committee. Critical accounting judgements and key sources of estimation uncertainty Revenue recognition Revenue recognition under IFRS 15 necessitates the collation and processing of very large amounts of data and the use of management judgements and estimates to produce financial information. The most significant accounting judgements and source of estimation uncertainty are disclosed below. Gross versus net presentation If the Group has control of goods or services when they are delivered to a customer, then the Group is the principal in the sale to the customer; otherwise the Group is acting as an agent. Whether the Group is considered to be the principal or an agent in the transaction depends on analysis by management of both the legal form and substance of the agreement between the Group and its business partners; such judgements impact the amount of reported revenue and operating expenses (see note 2 ‘Revenue disaggregation and segmental analysis’) but do not impact reported assets, liabilities or cash flows. Scenarios requiring judgement to determine whether the Group is a principal or an agent include, for example, those where the Group delivers third-party branded software or services (such as premium music, TV content or cloud- based services) to customers and good or services delivered to customers in partnership with a third-party. 132 Vodafone Group Plc Annual Report 2022 2020 Consolidated statement of cash flows for the years ended 31 March 2022 2021 2020 Note €m €m €m Inflow from operating activities 18 18,081 17,215 17,379 Cash flows from investing activities Purchase of interests in subsidiaries, net of cash acquired 27 – (136) (10,295) Purchase of interests in associates and joint ventures 12 (445) (13) (1,424) Purchase of intangible assets (3,262) (3,227) (2,423) Purchase of property, plant and equipment (5,798) (5,413) (5,182) Purchase of investments (2,009) (3,726) (1,832) Disposal of interests in subsidiaries, net of cash disposed 27 – 157 4,427 Disposal of interests in associates and joint ventures 446 420 – Disposal of property, plant and equipment and intangible assets 33 43 61 Disposal of investments 3,282 1,704 7,792 Dividends received from associates and joint ventures 638 628 417 Interest received 247 301 371 Outflow from investing activities (6,868) (9,262) (8,088) Cash flows from financing activities Proceeds from issue of long-term borrowings 2,548 4,359 9,933 Repayment of borrowings (8,248) (12,237) (16,028) Net movement in short-term borrowings 3,002 (2,791) 2,488 Net movement in derivatives (293) 279 98 Interest paid1 (1,804) (2,152) (2,284) Payments for settlement of written put options2 – (1,482) – Purchase of treasury shares (2,087) (62) (821) Issue of ordinary share capital and reissue of treasury shares 17 – 5 7 Equity dividends paid 9 (2,474) (2,427) (2,296) Dividends paid to non-controlling shareholders in subsidiaries (539) (391) (348) Other transactions with non-controlling shareholders in subsidiaries 27 189 1,663 (160) Other movements with associates and joint ventures – 40 59 Outflow from financing activities (9,706) (15,196) (9,352) Net cash inflow/(outflow) 1,507 (7,243) (61) Cash and cash equivalents at beginning of the financial year 19 5,790 13,288 13,605 Exchange gain/(loss) on cash and cash equivalents 74 (255) (256) Cash and cash equivalents at end of the financial year 19 7,371 5,790 13,288 Notes: 1 Amount for 2022 includes €58 million (2021: €9 million inflow; 2020: €273 million outflow) of cash inflow on derivative financial instruments for the share buyback related to maturing tranches of mandatory convertible bonds. 2 Amount for 2021 reflects the settlement of a tender offer made to other shareholders of Kabel Deutschland Holding A.G. Notes to the consolidated financial statements Strategic report Governance Financials Other information 133 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 134 Vodafone Group Plc Annual Report 2022 2020 1. Basis of preparation (continued) Allocation of revenue to goods and services provided to customers Revenue is recognised when goods and services are delivered to customers (see note 2 ‘Revenue disaggregation and segmental analysis’). Goods and services may be delivered to a customer at different times under the same contract, hence it is necessary to allocate the amount payable by the customer between goods and services on a ‘relative standalone selling price basis’; this requires the identification of performance obligations (‘obligations’) and the determination of standalone selling prices for the identified obligations. The determination of obligations is, for the primary goods and services sold by the Group, not considered to be a critical accounting judgement; the Group’s policy on identifying obligations is disclosed in note 2 ‘Revenue disaggregation and segmental analysis’. The determination of standalone selling prices for identified obligations is discussed below. It is necessary to estimate the standalone price when the Group does not sell equivalent goods or services in similar circumstances on a standalone basis. When estimating the standalone price the Group maximises the use of external inputs; methods for estimating standalone prices include determining the standalone price of similar goods and services sold by the Group, observing the standalone prices for similar goods and services when sold by third parties or using a cost-plus reasonable margin approach (which is sometimes the case for devices and other equipment). Where it is not possible to reliably estimate standalone prices due to a lack of observable standalone sales or highly variable pricing, which is sometimes the case for services, the standalone price of an obligation may be determined as the transaction price less the standalone prices of other obligations in the contract. The standalone price determined for obligations materially impacts the allocation of revenue between obligations and impacts the timing of revenue when obligations are provided to customers at different times – for example, the allocation of revenue between devices, which are usually delivered up-front, and services which are typically delivered over the contract period. However, there is not considered to be a significant risk of material adjustment to the carrying value of contract-related assets or liabilities in the 12 months after the balance sheet date if these estimates were revised. Lease accounting Lease accounting under IFRS 16 is complex and necessitates the collation and processing of very large amounts of data and the increased use of management judgements and estimates to produce financial information. The most significant accounting judgements are disclosed below. Lease identification Whether the arrangement is considered a lease or a service contract depends on the analysis by management of both the legal form and substance of the arrangement between the Group and the counter-party to determine if control of an identified asset has been passed between the parties; if not, the arrangement is a service arrangement. Control exists if the Group obtains substantially all of the economic benefit from the use of the asset, and has the ability to direct its use, for a period of time. An identified asset exists where an agreement explicitly or implicitly identifies an asset or a physically distinct portion of an asset which the lessor has no substantive right to substitute. The scenarios requiring the greatest judgement include those where the arrangement is for the use of fibre or other fixed telecommunication lines. Generally, where the Group has exclusive use of a physical line it is determined that the Group can also direct the use of the line and therefore leases will be recognised. Where the Group provides access to fibre or other fixed telecommunication lines to another operator on a wholesale basis the arrangement will generally be identified as a lease, whereas when the Group provides fixed line services to an end-user, generally control over such lines is not passed to the end-user and a lease is not identified. The impact of determining whether an agreement is a lease or a service depends on whether the Group is a potential lessee or lessor in the arrangement and, where the Group is a lessor, whether the arrangement is classified as an operating or finance lease. The impacts for each scenario are described below where the Group is potentially: - A lessee. The judgement impacts the nature and timing of both costs and reported assets and liabilities. A lease results in an asset and a liability being reported and depreciation and interest being recognised; the interest charge will decrease over the life of the lease. A service contract results in operating expenses being recognised evenly over the life of the contract and no assets or liabilities being recorded (other than trade payables, prepayments and accruals). - An operating lessor. The judgement impacts the nature of income recognised. An operating lease results in lease income being recognised whilst a service contract results in service revenue. Both are recognised evenly over the life of the contract. - A finance lessor. The judgement impacts the nature and timing of both income and reported assets. A finance lease results in the lease income being recognised at commencement of the lease and an asset (the net investment in the lease) being recorded. Lease term Where leases include additional optional periods after an initial lease term, significant judgement is required in determining whether these optional periods should be included when determining the lease term. The impact of this judgement is significantly greater where the Group is a lessee. As a lessee, optional periods are included in the lease term if the Group is reasonably certain it will exercise an extension option or will not exercise a termination option; this depends on an analysis by management of all relevant facts and circumstances including the leased asset’s nature and purpose, the economic and practical potential for replacing the asset and any plans that the Group has in place for the future use of the asset. Where a leased asset is highly customised (either when initially provided or as a result of leasehold improvements) or it is impractical or uneconomic to replace then the Group is more likely to judge that lease extension options are reasonably certain to be exercised. The value of the right-of-use asset and lease liability will be greater when extension options are included in the lease term. The normal approach adopted for lease term by asset class is described below. Strategic report Governance Financials Other information 134 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 135 Vodafone Group Plc Annual Report 2022 The lease terms can vary significantly by type and use of asset and geography. In addition, the exact lease term is subject to the non-cancellable period and rights and options in each contract. Generally, lease terms are judged to be the longer of the minimum lease term and: - Between 5 and 10 years for land and buildings (excluding retail), with terms at the top end of this range if the lease relates to assets that are considered to be difficult to exit sooner for economic, practical or reputational reasons; - To the next contractual lease break date for retail premises (excluding breaks within the next 12 months); - Where leases are used to provide internal connectivity the lease term for the connectivity is aligned to the lease term or useful economic life of the assets connected; - The customer service agreement length for leases of local loop connections or other assets required to provide fixed line services to individual customers; and - Where there are contractual agreements to provide services using leased assets, the lease term for these assets is generally set in accordance with the above principles or for the lease term required to provide the services for the agreed service period, if longer. In most instances the Group has options to renew or extend leases for additional periods after the end of the lease term which are assessed using the criteria above. Lease terms are reassessed if a significant event or change in circumstances occurs relating to the leased assets that is within the control of the Group; such changes usually relate to commercial agreements entered into by the Group, or business decisions made by the Group. Where such changes change the Group’s assessment of whether it is reasonably certain to exercise options to extend, or not terminate leases, then the lease term is reassessed and the lease liability is remeasured, which in most cases will increase the lease liability. Taxation The Group’s tax charge on ordinary activities is the sum of the total current and deferred tax charges. The calculation of the Group’s total tax charge involves estimation and judgement in respect of certain matters, being principally: Recognition of deferred tax assets Significant items on which the Group has exercised accounting estimation and judgement include the recognition of deferred tax assets in respect of losses in Luxembourg, Germany, Italy and Spain as well as capital allowances in the United Kingdom. The recognition of deferred tax assets, particularly in respect of tax losses, is based upon whether management judge that it is probable that there will be sufficient and suitable taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future. The Group assesses the availability of future taxable profits using the same undiscounted five year forecasts for the Group’s operations as are used in the Group’s value in use calculations (see note 4 ‘Impairment losses’). In the case of Luxembourg, this includes forecasts of future income from the Group’s internal financing, centralised procurement and roaming activities. Where tax losses are forecast to be recovered beyond the five year period, the availability of taxable profits is assessed using the cash flows and long-term growth rates used for the value in use calculations. The estimated cash flows inherent in these forecasts include the unsystematic risks of operating in the telecommunications business including the potential impacts of changes in the market structure, trends in customer pricing, the costs associated with the acquisition and retention of customers, future technological evolutions and potential regulatory changes, such as our ability to acquire and/or renew spectrum licences. Changes in the estimates which underpin the Group’s forecasts could have an impact on the amount of future taxable profits and could have a significant impact on the period over which the deferred tax asset would be recovered. The Group only considers substantively enacted tax laws when assessing the amount and availability of tax losses to offset against the future taxable profits. See note 6 ‘Taxation’ to the consolidated financial statements. See additional commentary relating to climate change on page 158. Uncertain tax positions The tax impact of a transaction or item can be uncertain until a conclusion is reached with the relevant tax authority or through a legal process. The Group uses in-house tax experts when assessing uncertain tax positions and seeks the advice of external professional advisors where appropriate. The most significant judgement in this area relates to the Group’s tax disputes in India, including the cases relating to the Group’s acquisition of Hutchison Essar Limited (Vodafone India). Further details of the tax disputes in India are included in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements. Business combinations and goodwill When the Group completes a business combination, the fair values of the identifiable assets and liabilities acquired, including intangible assets, are recognised. The determination of the fair values of acquired assets and liabilities is based, to a considerable extent, on management’s judgement. If the purchase consideration exceeds the fair value of the net assets acquired then the incremental amount paid is recognised as goodwill. If the purchase price consideration is lower than the fair value of the assets acquired then the difference is recorded as a gain in the income statement. Allocation of the purchase price between finite lived assets (discussed below) and indefinite lived assets such as goodwill affects the subsequent results of the Group as finite lived intangible assets are amortised, whereas indefinite lived intangible assets, including goodwill, are not amortised. See note 27 ‘Acquisitions and disposals’ to the consolidated financial statements for further details. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 134 Vodafone Group Plc Annual Report 2022 2020 1. Basis of preparation (continued) Allocation of revenue to goods and services provided to customers Revenue is recognised when goods and services are delivered to customers (see note 2 ‘Revenue disaggregation and segmental analysis’). Goods and services may be delivered to a customer at different times under the same contract, hence it is necessary to allocate the amount payable by the customer between goods and services on a ‘relative standalone selling price basis’; this requires the identification of performance obligations (‘obligations’) and the determination of standalone selling prices for the identified obligations. The determination of obligations is, for the primary goods and services sold by the Group, not considered to be a critical accounting judgement; the Group’s policy on identifying obligations is disclosed in note 2 ‘Revenue disaggregation and segmental analysis’. The determination of standalone selling prices for identified obligations is discussed below. It is necessary to estimate the standalone price when the Group does not sell equivalent goods or services in similar circumstances on a standalone basis. When estimating the standalone price the Group maximises the use of external inputs; methods for estimating standalone prices include determining the standalone price of similar goods and services sold by the Group, observing the standalone prices for similar goods and services when sold by third parties or using a cost-plus reasonable margin approach (which is sometimes the case for devices and other equipment). Where it is not possible to reliably estimate standalone prices due to a lack of observable standalone sales or highly variable pricing, which is sometimes the case for services, the standalone price of an obligation may be determined as the transaction price less the standalone prices of other obligations in the contract. The standalone price determined for obligations materially impacts the allocation of revenue between obligations and impacts the timing of revenue when obligations are provided to customers at different times – for example, the allocation of revenue between devices, which are usually delivered up-front, and services which are typically delivered over the contract period. However, there is not considered to be a significant risk of material adjustment to the carrying value of contract-related assets or liabilities in the 12 months after the balance sheet date if these estimates were revised. Lease accounting Lease accounting under IFRS 16 is complex and necessitates the collation and processing of very large amounts of data and the increased use of management judgements and estimates to produce financial information. The most significant accounting judgements are disclosed below. Lease identification Whether the arrangement is considered a lease or a service contract depends on the analysis by management of both the legal form and substance of the arrangement between the Group and the counter-party to determine if control of an identified asset has been passed between the parties; if not, the arrangement is a service arrangement. Control exists if the Group obtains substantially all of the economic benefit from the use of the asset, and has the ability to direct its use, for a period of time. An identified asset exists where an agreement explicitly or implicitly identifies an asset or a physically distinct portion of an asset which the lessor has no substantive right to substitute. The scenarios requiring the greatest judgement include those where the arrangement is for the use of fibre or other fixed telecommunication lines. Generally, where the Group has exclusive use of a physical line it is determined that the Group can also direct the use of the line and therefore leases will be recognised. Where the Group provides access to fibre or other fixed telecommunication lines to another operator on a wholesale basis the arrangement will generally be identified as a lease, whereas when the Group provides fixed line services to an end-user, generally control over such lines is not passed to the end-user and a lease is not identified. The impact of determining whether an agreement is a lease or a service depends on whether the Group is a potential lessee or lessor in the arrangement and, where the Group is a lessor, whether the arrangement is classified as an operating or finance lease. The impacts for each scenario are described below where the Group is potentially: - A lessee. The judgement impacts the nature and timing of both costs and reported assets and liabilities. A lease results in an asset and a liability being reported and depreciation and interest being recognised; the interest charge will decrease over the life of the lease. A service contract results in operating expenses being recognised evenly over the life of the contract and no assets or liabilities being recorded (other than trade payables, prepayments and accruals). - An operating lessor. The judgement impacts the nature of income recognised. An operating lease results in lease income being recognised whilst a service contract results in service revenue. Both are recognised evenly over the life of the contract. - A finance lessor. The judgement impacts the nature and timing of both income and reported assets. A finance lease results in the lease income being recognised at commencement of the lease and an asset (the net investment in the lease) being recorded. Lease term Where leases include additional optional periods after an initial lease term, significant judgement is required in determining whether these optional periods should be included when determining the lease term. The impact of this judgement is significantly greater where the Group is a lessee. As a lessee, optional periods are included in the lease term if the Group is reasonably certain it will exercise an extension option or will not exercise a termination option; this depends on an analysis by management of all relevant facts and circumstances including the leased asset’s nature and purpose, the economic and practical potential for replacing the asset and any plans that the Group has in place for the future use of the asset. Where a leased asset is highly customised (either when initially provided or as a result of leasehold improvements) or it is impractical or uneconomic to replace then the Group is more likely to judge that lease extension options are reasonably certain to be exercised. The value of the right-of-use asset and lease liability will be greater when extension options are included in the lease term. The normal approach adopted for lease term by asset class is described below. Strategic report Governance Financials Other information 135 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 136 Vodafone Group Plc Annual Report 2022 2020 1. Basis of preparation (continued) Joint arrangements The Group participates in a number of joint arrangements where control of the arrangement is shared with one or more other parties. Judgement is required to classify joint arrangements in a separate legal entity as either a joint operation or as a joint venture, which depends on management’s assessment of the legal form and substance of the arrangement taking into account relevant facts and circumstances such as whether the owners have rights to substantially all the economic outputs and, in substance, settle the liabilities of the entity. The classification can have a material impact on the consolidated financial statements. The Group’s share of assets, liabilities, revenue, expenses and cash flows of joint operations are included in the consolidated financial statements on a line-by-line basis, whereas the Group’s investment and share of results of joint ventures are shown within single line items in the consolidated statement of financial position and consolidated income statement respectively. See note 12 ‘Investments in associates and joint arrangements’ to the consolidated financial statements. Finite lived intangible assets Other intangible assets include amounts spent by the Group acquiring licences and spectrum, customer bases and the costs of purchasing and developing computer software. Where intangible assets are acquired through business combinations and no active market for the assets exists, the fair value of these assets is determined by discounting estimated future net cash flows generated by the asset. Estimates relating to the future cash flows and discount rates used may have a material effect on the reported amounts of finite lived intangible assets. Estimation of useful life The useful life over which intangible assets are amortised depends on management’s estimate of the period over which economic benefit will be derived from the asset. Useful lives are periodically reviewed to ensure that they remain appropriate. Management’s estimates of useful life have a material impact on the amount of amortisation recorded in the year, but there is not considered to be a significant risk of material adjustment to the carrying values of intangible assets in the year to 31 March 2023 if these estimates were revised. The basis for determining the useful life for the most significant categories of intangible assets are discussed below. Customer bases The estimated useful life principally reflects management’s view of the average economic life of the customer base and is assessed by reference to customer churn rates. An increase in churn rates may lead to a reduction in the estimated useful life and an increase in the amortisation charge. Capitalised software For computer software, the estimated useful life is based on management’s view, considering historical experience with similar products as well as anticipation of future events which may impact their life such as changes in technology. The useful life will not exceed the duration of a licence. Property, plant and equipment Property, plant and equipment represents 26.5% of the Group’s total assets (2021: 26.6%). Estimates and assumptions made may have a material impact on their carrying value and related depreciation charge. See note 11 ‘Property, plant and equipment’ to the consolidated financial statements for further details. Estimation of useful life The depreciation charge for an asset is derived using estimates of its expected useful life and expected residual value, which are reviewed annually. Management’s estimates of useful life have a material impact on the amount of depreciation recorded in the year, but there is not considered to be a significant risk of material adjustment to the carrying values of property, plant and equipment in the year to 31 March 2023 if these estimates were revised. Management determines the useful lives and residual values for assets when they are acquired, based on experience with similar assets and taking into account other relevant factors such as any expected changes in technology. See additional commentary relating to climate change, below. Post employment benefits Management uses estimates when determining the Group’s liabilities and expenses arising for defined benefit pension schemes. Management is required to estimate the future rates of inflation, salary increases, discount rates and longevity of members, each of which may have a material impact on the defined benefit obligations that are recorded. Further details, including a sensitivity analysis, are included in note 25 ‘Post employment benefits’ to the consolidated financial statements. Contingent liabilities The Group exercises judgement to determine whether to recognise provisions and the exposures to contingent liabilities related to pending litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent liabilities (see note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements). Judgement is necessary to assess the likelihood that a pending claim will succeed, or a liability will arise. Impairment reviews IFRS requires management to perform impairment tests annually for indefinite lived assets, for finite lived assets and for equity accounted investments, if events or changes in circumstances indicate that their carrying amounts may not be recoverable. Strategic report Governance Financials Other information 136 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 137 43 Vodafone Group Plc Annual Report 2022 2020202#D<varCY> A lack of observable market data on fair values for equivalent assets means that the Group’s valuation approach for impairment testing focuses primarily on value in use. For a number of reasons, transaction values agreed as part of any business acquisition or disposal may be higher than the assessed value in use. Where the Group has interests in listed entities, market data, such as share price, is used to assess the fair value of those interests. For operations that are classified as held for sale, management is required to determine whether the carrying value of the discontinued operation can be supported by the fair value less costs to sell. Where not observable in a quoted market, management has determined fair value less costs to sell by reference to the outcomes from the application of a number of potential valuation techniques, determined from inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Impairment testing requires management to judge whether the carrying value of assets can be supported by the net present value of future cash flows that they generate. Calculating the net present value of the future cash flows requires estimates to be made in respect of highly uncertain matters including management’s expectations of: − Growth in adjusted EBITDAaL, calculated as adjusted operating profit before depreciation and amortisation; − Timing and amount of future capital expenditure, licence and spectrum payments; − Long-term growth rates; and − Appropriate discount rates to reflect the risks involved. A long-term growth rate into perpetuity has been determined as the lower of: − The nominal GDP growth rates for the country of operation; and − The long-term compound annual growth rate in adjusted EBITDAaL in years six to ten, as estimated by management. Changing the assumptions selected by management, in particular the adjusted EBITDAaL and growth rate assumptions used in the cash flow projections, could significantly affect the Group’s impairment evaluation and hence reported assets and profits or losses. Further details, including a sensitivity analysis, are included in note 4 ‘Impairment losses’ to the consolidated financial statements. See additional commentary relating to climate change, below. Climate change The potential climate change-related risks and opportunities to which the Group is exposed, as identified by management, are disclosed in the Group’s TCFD disclosures on pages 66 and 67. Management has assessed the potential financial impacts relating to the identified risks, primarily considering the useful lives of, and retirement obligations for, property, plant and equipment, the possibility of impairment of goodwill and other long-lived assets and the recoverability of the Group’s deferred tax assets. Management has exercised judgement in concluding that there are no further material financial impacts of the Group’s climate-related risks and opportunities on the consolidated financial statements. These judgements will be kept under review by management as the future impacts of climate change depend on environmental, regulatory and other factors outside of the Group’s control which are not all currently known. Significant accounting policies applied in the current reporting period that relate to the financial statements as a whole Accounting convention The consolidated financial statements are prepared on a historical cost basis except for certain financial and equity instruments that have been measured at fair value. Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company, subsidiaries controlled by the Company (see note 31 ‘Related undertakings’ to the consolidated financial statements), joint operations that are subject to joint control and the results of joint ventures and associates (see note 12 ‘Investments in associates and joint arrangements’ to the consolidated financial statements). Foreign currencies The consolidated financial statements are presented in euro, which is also the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated. Changes in the fair value of monetary securities denominated in foreign currency are analysed between translation differences and other changes in the carrying amount of the security. Translation differences are recognised in the consolidated income statement and other changes in carrying amount are recognised in the consolidated statement of comprehensive income. Translation differences on non-monetary financial assets, such as investments in equity securities classified at fair value through other comprehensive income, are reported as part of the fair value gain or loss and are included in the consolidated statement of comprehensive income. Share capital, share premium and other capital reserves are initially recorded at the functional currency rate prevailing at the date of the transaction and are not retranslated. For the purpose of presenting consolidated financial statements, the assets and liabilities of entities with a functional currency other than euro are expressed in euro using exchange rates prevailing at the reporting period date. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 136 Vodafone Group Plc Annual Report 2022 2020 1. Basis of preparation (continued) Joint arrangements The Group participates in a number of joint arrangements where control of the arrangement is shared with one or more other parties. Judgement is required to classify joint arrangements in a separate legal entity as either a joint operation or as a joint venture, which depends on management’s assessment of the legal form and substance of the arrangement taking into account relevant facts and circumstances such as whether the owners have rights to substantially all the economic outputs and, in substance, settle the liabilities of the entity. The classification can have a material impact on the consolidated financial statements. The Group’s share of assets, liabilities, revenue, expenses and cash flows of joint operations are included in the consolidated financial statements on a line-by-line basis, whereas the Group’s investment and share of results of joint ventures are shown within single line items in the consolidated statement of financial position and consolidated income statement respectively. See note 12 ‘Investments in associates and joint arrangements’ to the consolidated financial statements. Finite lived intangible assets Other intangible assets include amounts spent by the Group acquiring licences and spectrum, customer bases and the costs of purchasing and developing computer software. Where intangible assets are acquired through business combinations and no active market for the assets exists, the fair value of these assets is determined by discounting estimated future net cash flows generated by the asset. Estimates relating to the future cash flows and discount rates used may have a material effect on the reported amounts of finite lived intangible assets. Estimation of useful life The useful life over which intangible assets are amortised depends on management’s estimate of the period over which economic benefit will be derived from the asset. Useful lives are periodically reviewed to ensure that they remain appropriate. Management’s estimates of useful life have a material impact on the amount of amortisation recorded in the year, but there is not considered to be a significant risk of material adjustment to the carrying values of intangible assets in the year to 31 March 2023 if these estimates were revised. The basis for determining the useful life for the most significant categories of intangible assets are discussed below. Customer bases The estimated useful life principally reflects management’s view of the average economic life of the customer base and is assessed by reference to customer churn rates. An increase in churn rates may lead to a reduction in the estimated useful life and an increase in the amortisation charge. Capitalised software For computer software, the estimated useful life is based on management’s view, considering historical experience with similar products as well as anticipation of future events which may impact their life such as changes in technology. The useful life will not exceed the duration of a licence. Property, plant and equipment Property, plant and equipment represents 26.5% of the Group’s total assets (2021: 26.6%). Estimates and assumptions made may have a material impact on their carrying value and related depreciation charge. See note 11 ‘Property, plant and equipment’ to the consolidated financial statements for further details. Estimation of useful life The depreciation charge for an asset is derived using estimates of its expected useful life and expected residual value, which are reviewed annually. Management’s estimates of useful life have a material impact on the amount of depreciation recorded in the year, but there is not considered to be a significant risk of material adjustment to the carrying values of property, plant and equipment in the year to 31 March 2023 if these estimates were revised. Management determines the useful lives and residual values for assets when they are acquired, based on experience with similar assets and taking into account other relevant factors such as any expected changes in technology. See additional commentary relating to climate change, below. Post employment benefits Management uses estimates when determining the Group’s liabilities and expenses arising for defined benefit pension schemes. Management is required to estimate the future rates of inflation, salary increases, discount rates and longevity of members, each of which may have a material impact on the defined benefit obligations that are recorded. Further details, including a sensitivity analysis, are included in note 25 ‘Post employment benefits’ to the consolidated financial statements. Contingent liabilities The Group exercises judgement to determine whether to recognise provisions and the exposures to contingent liabilities related to pending litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent liabilities (see note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements). Judgement is necessary to assess the likelihood that a pending claim will succeed, or a liability will arise. Impairment reviews IFRS requires management to perform impairment tests annually for indefinite lived assets, for finite lived assets and for equity accounted investments, if events or changes in circumstances indicate that their carrying amounts may not be recoverable. Strategic report Governance Financials Other information 137 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 138 Vodafone Group Plc Annual Report 2021 2020 1. Basis of preparation (continued) Income and expense items and cash flows are translated at the average exchange rates for each month and exchange differences arising are recognised directly in other comprehensive income. On disposal of a foreign entity, the cumulative amount previously recognised in the consolidated statement of comprehensive income relating to that particular foreign operation is recognised in profit or loss in the consolidated income statement. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated accordingly. The net foreign exchange loss recognised in the consolidated income statement for the year ended 31 March 2022 is €309 million (31 March 2021: €13 million loss; 2020: €146 million loss). The net gains and net losses are recorded within operating profit (2022: €24 million charge; 2021: €3 million credit; 2020: €61 million credit), financing costs (2022: €284 million charge; 2021: €23 million charge; 2020: €205 million charge) and income tax expense (2022: €1 million charge; 2021: €7 million credit; 2020: €2 million charge). The foreign exchange gains and losses included within other income and non-operating expense arise on the disposal of subsidiaries, interests in joint ventures, associates and investments from the recycling of foreign exchange gains and losses previously recognised in the consolidated statement of comprehensive income. Current or non-current classification Assets are classified as current in the consolidated statement of financial position where recovery is expected within 12 months of the reporting date. All assets where recovery is expected more than 12 months from the reporting date and all deferred tax assets, goodwill and intangible assets, property, plant and equipment and investments in associates and joint ventures are reported as non-current. Liabilities are classified as current unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. For provisions, where the timing of settlement is uncertain, amounts are classified as non-current where settlement is expected more than 12 months from the reporting date. In addition, deferred tax liabilities and post-employment benefits are reported as non-current. Inventory Inventory is stated at the lower of cost and net realisable value. Cost is determined on the basis of weighted average costs and comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. New accounting pronouncements adopted on 1 April 2021 The Group adopted the following new accounting policies on 1 April 2021 to comply with amendments to IFRS. The accounting pronouncements, none of which had a material impact on the Group’s financial reporting on adoption, are: − Amendments to IFRS 16 ‘Covid-19-Related Rent Concessions’ and ‘Covid-19-Related Rent Concessions beyond 30 June 2021’; and − Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 ‘Interest Rate Benchmark Reform - Phase 2’. New accounting pronouncements and basis of preparation changes to be adopted on or after 1 April 2022 The IASB has issued the following pronouncements for annual periods beginning on or after 1 January 2022: − Annual Improvements to IFRS Standards 2018-2020; − Amendments to IAS 16 ‘Property, Plant and Equipment: Proceeds before Intended Use’; − Amendments to IAS 37 ‘Onerous Contracts - Cost of Fulfilling a Contract’; and − Amendments to IFRS 3 ‘Reference to the Conceptual Framework’. These amendments have been endorsed by the UK Endorsement Board. The Group’s financial reporting will be presented in accordance with the above new standards from 1 April 2022. The changes are not expected to have a material impact on the consolidated income statement, consolidated statement of financial position or consolidated statement of cash flows. In addition, it is expected that Turkey will meet the requirements to be designated as a hyper-inflationary economy under IAS 29 ‘Financial Reporting in Hyper-Inflationary Economies’ in the quarter to 30 June 2022 and that the Group’s financial reporting relating to Turkey during the year ending 31 March 2023 will be in accordance with IAS 29. Under IAS 29, Turkish Lira results and non-monetary asset and liability balances are revalued to present value equivalent local currency amounts (adjusted based on an inflation index) before translation to euros at reporting-date exchange rates. New accounting pronouncements to be adopted on or after 1 April 2023 The following new standards and narrow-scope amendments have been issued by the IASB and are effective for annual periods beginning on or after 1 January 2023; they were not endorsed by the EU at 31 December 2020 and have not yet been endorsed by the UK Endorsement Board. − IFRS 17 ‘Insurance Contracts’ and Amendments to IFRS 17 ‘Insurance Contracts’; − Amendments to IAS 1 ‘Classification of Liabilities as Current or Non-Current’; − Amendments to IAS 1 ‘Disclosure of Accounting Policies’; − Amendment to IAS 8 ‘Definition of Accounting Estimates’; and − Amendment to IAS 12 ‘Deferred Tax related to Assets and Liabilities arising from a Single Transaction’. The Group is assessing the impact of these new standards and the Group’s financial reporting will be presented in accordance with these standards from 1 April 2023 as applicable. Strategic report Governance Financials Other information 138 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 139 Vodafone Group Plc Annual Report 2022 2. Revenue disaggregation and segmental analysis The Group’s businesses are managed on a geographical basis. Selected financial data is presented on this basis below. Accounting policies Revenue When the Group enters into an agreement with a customer, goods and services deliverable under the contract are identified as separate performance obligations (‘obligations’) to the extent that the customer can benefit from the goods or services on their own and that the separate goods and services are considered distinct from other goods and services in the agreement. Where individual goods and services do not meet the criteria to be identified as separate obligations they are aggregated with other goods and/or services in the agreement until a separate obligation is identified. The obligations identified will depend on the nature of individual customer contracts, but might typically be separately identified for mobile handsets, other equipment such as set-top boxes and routers provided to customers and services provided to customers such as mobile and fixed line communication services. Where goods and services have a functional dependency (for example, a fixed line router can only be used with the Group’s services) this does not, in isolation, prevent those goods or services from being assessed as separate obligations. Activities relating to connecting customers to the Group’s network for the future provision of services are not considered to meet the criteria to be recognised as obligations except to the extent that the control of related equipment passes to customers. The Group determines the transaction price to which it expects to be entitled in return for providing the promised obligations to the customer based on the committed contractual amounts, net of sales taxes and discounts. Where indirect channel dealers, such as retailers, acquire customer contracts on behalf of the Group and receive commission, any commissions that the dealer is compelled to use to fund discounts or other incentives to the customer are treated as payments to the customer when determining the transaction price and consequently are not included in contract acquisition costs. The transaction price is allocated between the identified obligations according to the relative standalone selling prices of the obligations. The standalone selling price of each obligation deliverable in the contract is determined according to the prices that the Group would achieve by selling the same goods and/or services included in the obligation to a similar customer on a standalone basis; where standalone selling prices are not directly observable, estimation techniques are used maximising the use of external inputs. See ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 for details. Revenue is recognised when the respective obligations in the contract are delivered to the customer and cash collection is considered probable. Revenue for the provision of services, such as mobile airtime and fixed line broadband, is recognised when the Group provides the related service during the agreed service period. Revenue for device sales to end customers is generally recognised when the device is delivered to the end customer. For device sales made to intermediaries such as indirect channel dealers, revenue is recognised if control of the device has transferred to the intermediary and the intermediary has no right to return the device to receive a refund; otherwise revenue recognition is deferred until sale of the device to an end customer by the intermediary or the expiry of any right of return. Where refunds are issued to customers they are deducted from revenue in the relevant service period. When the Group has control of goods or services prior to delivery to a customer, then the Group is the principal in the sale to the customer. As a principal, receipts from, and payments to, suppliers are reported on a gross basis in revenue and operating costs. If another party has control of goods or services prior to transfer to a customer, then the Group is acting as an agent for the other party and revenue in respect of the relevant obligations is recognised net of any related payments to the supplier and recognised revenue represents the margin earned by the Group. See ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 for details. Customers typically pay in advance for prepay mobile services and monthly for other communication services. Customers typically pay for handsets and other equipment either up-front at the time of sale or over the term of the related service agreement. When revenue recognised in respect of a customer contract exceeds amounts received or receivable from a customer at that time a contract asset is recognised; contract assets will typically be recognised for handsets or other equipment provided to customers where payment is recovered by the Group via future service fees. If amounts received or receivable from a customer exceed revenue recognised for a contract, for example if the Group receives an advance payment from a customer, a contract liability is recognised. When contract assets or liabilities are recognised, a financing component may exist in the contract; this is typically the case when a handset or other equipment is provided to a customer up-front but payment is received over the term of the related service agreement, in which case the customer is deemed to have received financing. If a significant financing component is provided to the customer, the transaction price is reduced and interest revenue is recognised over the customer’s payment period using an interest rate reflecting the relevant central bank rates and customer credit risk. Contract-related costs When costs directly relating to a specific contract are incurred prior to recognising revenue for a related obligation, and those costs enhance the ability of the Group to deliver an obligation and are expected to be recovered, then those costs are recognised on the statement of financial position as fulfilment costs and are recognised as expenses in line with the recognition of revenue when the related obligation is delivered. The direct and incremental costs of acquiring a contract including, for example, certain commissions payable to staff or agents for acquiring customers on behalf of the Group, are recognised as contract acquisition cost assets in the statement of financial position when the related payment obligation is recorded. Costs are recognised as an expense in line with the recognition of the related revenue that is expected to be earned by the Group; typically this is over the customer contract period as new commissions are payable on contract renewal. Certain amounts payable to agents are deducted from revenue recognised (see above). N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 138 Vodafone Group Plc Annual Report 2021 2020 1. Basis of preparation (continued) Income and expense items and cash flows are translated at the average exchange rates for each month and exchange differences arising are recognised directly in other comprehensive income. On disposal of a foreign entity, the cumulative amount previously recognised in the consolidated statement of comprehensive income relating to that particular foreign operation is recognised in profit or loss in the consolidated income statement. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated accordingly. The net foreign exchange loss recognised in the consolidated income statement for the year ended 31 March 2022 is €309 million (31 March 2021: €13 million loss; 2020: €146 million loss). The net gains and net losses are recorded within operating profit (2022: €24 million charge; 2021: €3 million credit; 2020: €61 million credit), financing costs (2022: €284 million charge; 2021: €23 million charge; 2020: €205 million charge) and income tax expense (2022: €1 million charge; 2021: €7 million credit; 2020: €2 million charge). The foreign exchange gains and losses included within other income and non-operating expense arise on the disposal of subsidiaries, interests in joint ventures, associates and investments from the recycling of foreign exchange gains and losses previously recognised in the consolidated statement of comprehensive income. Current or non-current classification Assets are classified as current in the consolidated statement of financial position where recovery is expected within 12 months of the reporting date. All assets where recovery is expected more than 12 months from the reporting date and all deferred tax assets, goodwill and intangible assets, property, plant and equipment and investments in associates and joint ventures are reported as non-current. Liabilities are classified as current unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. For provisions, where the timing of settlement is uncertain, amounts are classified as non-current where settlement is expected more than 12 months from the reporting date. In addition, deferred tax liabilities and post-employment benefits are reported as non-current. Inventory Inventory is stated at the lower of cost and net realisable value. Cost is determined on the basis of weighted average costs and comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. New accounting pronouncements adopted on 1 April 2021 The Group adopted the following new accounting policies on 1 April 2021 to comply with amendments to IFRS. The accounting pronouncements, none of which had a material impact on the Group’s financial reporting on adoption, are: − Amendments to IFRS 16 ‘Covid-19-Related Rent Concessions’ and ‘Covid-19-Related Rent Concessions beyond 30 June 2021’; and − Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 ‘Interest Rate Benchmark Reform - Phase 2’. New accounting pronouncements and basis of preparation changes to be adopted on or after 1 April 2022 The IASB has issued the following pronouncements for annual periods beginning on or after 1 January 2022: − Annual Improvements to IFRS Standards 2018-2020; − Amendments to IAS 16 ‘Property, Plant and Equipment: Proceeds before Intended Use’; − Amendments to IAS 37 ‘Onerous Contracts - Cost of Fulfilling a Contract’; and − Amendments to IFRS 3 ‘Reference to the Conceptual Framework’. These amendments have been endorsed by the UK Endorsement Board. The Group’s financial reporting will be presented in accordance with the above new standards from 1 April 2022. The changes are not expected to have a material impact on the consolidated income statement, consolidated statement of financial position or consolidated statement of cash flows. In addition, it is expected that Turkey will meet the requirements to be designated as a hyper-inflationary economy under IAS 29 ‘Financial Reporting in Hyper-Inflationary Economies’ in the quarter to 30 June 2022 and that the Group’s financial reporting relating to Turkey during the year ending 31 March 2023 will be in accordance with IAS 29. Under IAS 29, Turkish Lira results and non-monetary asset and liability balances are revalued to present value equivalent local currency amounts (adjusted based on an inflation index) before translation to euros at reporting-date exchange rates. New accounting pronouncements to be adopted on or after 1 April 2023 The following new standards and narrow-scope amendments have been issued by the IASB and are effective for annual periods beginning on or after 1 January 2023; they were not endorsed by the EU at 31 December 2020 and have not yet been endorsed by the UK Endorsement Board. − IFRS 17 ‘Insurance Contracts’ and Amendments to IFRS 17 ‘Insurance Contracts’; − Amendments to IAS 1 ‘Classification of Liabilities as Current or Non-Current’; − Amendments to IAS 1 ‘Disclosure of Accounting Policies’; − Amendment to IAS 8 ‘Definition of Accounting Estimates’; and − Amendment to IAS 12 ‘Deferred Tax related to Assets and Liabilities arising from a Single Transaction’. The Group is assessing the impact of these new standards and the Group’s financial reporting will be presented in accordance with these standards from 1 April 2023 as applicable. Strategic report Governance Financials Other information 139 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 140 Vodafone Group Plc Annual Report 2022 2020 2. Revenue disaggregation and segmental analysis (continued) Revenue disaggregation and segmental income statement analysis Revenue reported for the year includes revenue from contracts with customers, comprising service and equipment revenue, as well as other revenue items including revenue from leases and interest revenue arising from transactions with a significant financing component. The table below presents Revenue and Adjusted EBITDAaL for the year ended 31 March 2022 under the updated segmental reporting structure. Revenue from Total Service Equipment contracts with Other Interest segment Adjusted 31 March 2022 revenue revenue customers revenue1 revenue revenue EBITDAaL €m €m €m €m €m €m €m Germany 11,616 1,126 12,742 365 21 13,128 5,669 Italy 4,379 525 4,904 108 10 5,022 1,699 UK 5,154 1,333 6,487 69 33 6,589 1,395 Spain 3,714 369 4,083 73 24 4,180 957 Other Europe 5,001 528 5,529 105 19 5,653 1,606 Vodacom 4,635 950 5,585 384 24 5,993 2,125 Other Markets 3,420 404 3,824 6 – 3,830 1,335 Vantage Towers – – – 1,252 – 1,252 619 Common Functions2 522 53 575 838 1 1,414 (197) Eliminations (238) (1) (239) (1,242) – (1,481) – Group 38,203 5,287 43,490 1,958 132 45,580 15,208 The table below presents Revenue and Adjusted EBITDAaL for the year ended 31 March 2022 under the previous segmental reporting structure. Revenue from Total Service Equipment contracts with Other Interest segment Adjusted 31 March 2022 revenue revenue customers revenue1 revenue revenue EBITDAaL €m €m €m €m €m €m €m Germany 11,616 1,126 12,742 424 21 13,187 5,978 Italy 4,379 525 4,904 108 10 5,022 1,699 UK 5,154 1,333 6,487 69 33 6,589 1,457 Spain 3,714 369 4,083 92 24 4,199 1,041 Other Europe 5,001 528 5,529 189 19 5,737 1,770 Vodacom 4,635 950 5,585 384 24 5,993 2,125 Other Markets 3,420 404 3,824 6 – 3,830 1,335 Common Functions2 522 53 575 838 1 1,414 (197) Eliminations (238) (1) (239) (152) – (391) – Group 38,203 5,287 43,490 1,958 132 45,580 15,208 Notes: 1 Other revenue includes lease revenue recognised under IFRS 16 ‘Leases’ (see note 20 ‘Leases’). 2 Comprises central teams and business functions. Strategic report Governance Financials Other information 140 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 141 Vodafone Group Plc Annual Report 2022 The tables below present Revenue and Adjusted EBITDAaL comparative information for the years ended 31 March 2021 and 31 March 2020 under the previous segmental reporting structure. Revenue from Total Service Equipment contracts with Other Interest segment Adjusted 31 March 2021 revenue revenue customers revenue1 revenue revenue EBITDAaL €m €m €m €m €m €m €m Germany 11,520 1,055 12,575 380 29 12,984 5,634 Italy 4,458 446 4,904 97 13 5,014 1,597 UK 4,848 1,206 6,054 44 53 6,151 1,367 Spain 3,788 292 4,080 64 22 4,166 1,044 Other Europe 4,859 549 5,408 124 17 5,549 1,760 Vodacom 4,083 800 4,883 282 16 5,181 1,873 Other Markets 3,312 441 3,753 12 – 3,765 1,228 Common Functions2 470 36 506 862 – 1,368 (117) Eliminations (197) (1) (198) (171) – (369) – Group 37,141 4,824 41,965 1,694 150 43,809 14,386 Revenue from Total Service Equipment contracts with Other Interest segment Adjusted 31 March 2020 revenue revenue customers revenue1 revenue revenue EBITDAaL €m €m €m €m €m €m €m Germany 10,696 1,055 11,751 300 25 12,076 5,077 Italy 4,833 583 5,416 101 12 5,529 2,068 UK 5,020 1,333 6,353 63 68 6,484 1,500 Spain 3,904 318 4,222 51 23 4,296 1,009 Other Europe 4,890 539 5,429 94 18 5,541 1,738 Vodacom 4,470 864 5,334 190 7 5,531 2,088 Other Markets 3,796 552 4,348 36 2 4,386 1,400 Common Functions2 494 53 547 1,020 – 1,567 1 Eliminations (232) (2) (234) (202) – (436) – Group 37,871 5,295 43,166 1,653 155 44,974 14,881 Notes: 1 Other revenue includes lease revenue recognised under IFRS 16 ‘Leases’ (see note 20 ‘Leases’). 2 Comprises central teams and business functions. The total future revenue from the remaining term of Group’s contracts with customers for performance obligations not yet delivered to those customers at 31 March 2022 is €20,013 million (2021: €21,038 million; 2020: €20,336 million); of which €12,913 million (2021: €14,110 million; 2020: €13,456 million) is expected to be recognised within the next year and the majority of the remaining amount in the following 12 months. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 140 Vodafone Group Plc Annual Report 2022 2020 2. Revenue disaggregation and segmental analysis (continued) Revenue disaggregation and segmental income statement analysis Revenue reported for the year includes revenue from contracts with customers, comprising service and equipment revenue, as well as other revenue items including revenue from leases and interest revenue arising from transactions with a significant financing component. The table below presents Revenue and Adjusted EBITDAaL for the year ended 31 March 2022 under the updated segmental reporting structure. Revenue from Total Service Equipment contracts with Other Interest segment Adjusted 31 March 2022 revenue revenue customers revenue1 revenue revenue EBITDAaL €m €m €m €m €m €m €m Germany 11,616 1,126 12,742 365 21 13,128 5,669 Italy 4,379 525 4,904 108 10 5,022 1,699 UK 5,154 1,333 6,487 69 33 6,589 1,395 Spain 3,714 369 4,083 73 24 4,180 957 Other Europe 5,001 528 5,529 105 19 5,653 1,606 Vodacom 4,635 950 5,585 384 24 5,993 2,125 Other Markets 3,420 404 3,824 6 – 3,830 1,335 Vantage Towers – – – 1,252 – 1,252 619 Common Functions2 522 53 575 838 1 1,414 (197) Eliminations (238) (1) (239) (1,242) – (1,481) – Group 38,203 5,287 43,490 1,958 132 45,580 15,208 The table below presents Revenue and Adjusted EBITDAaL for the year ended 31 March 2022 under the previous segmental reporting structure. Revenue from Total Service Equipment contracts with Other Interest segment Adjusted 31 March 2022 revenue revenue customers revenue1 revenue revenue EBITDAaL €m €m €m €m €m €m €m Germany 11,616 1,126 12,742 424 21 13,187 5,978 Italy 4,379 525 4,904 108 10 5,022 1,699 UK 5,154 1,333 6,487 69 33 6,589 1,457 Spain 3,714 369 4,083 92 24 4,199 1,041 Other Europe 5,001 528 5,529 189 19 5,737 1,770 Vodacom 4,635 950 5,585 384 24 5,993 2,125 Other Markets 3,420 404 3,824 6 – 3,830 1,335 Common Functions2 522 53 575 838 1 1,414 (197) Eliminations (238) (1) (239) (152) – (391) – Group 38,203 5,287 43,490 1,958 132 45,580 15,208 Notes: 1 Other revenue includes lease revenue recognised under IFRS 16 ‘Leases’ (see note 20 ‘Leases’). 2 Comprises central teams and business functions. Strategic report Governance Financials Other information 141 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 142 Vodafone Group Plc Annual Report 2022 2020 2. Revenue disaggregation and segmental analysis (continued) Segmental analysis The Group’s operating segments are established on the basis of those components of the Group that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Group has determined the chief operating decision maker to be its Chief Executive. The Group has a single group of similar services and products, being the supply of communications services and related products. Following the IPO of Vantage Towers A.G. (‘Vantage Towers’) in March 2021, the Group has updated its segmental reporting structure to reflect the way in which the Group now manages its operations with Vantage Towers now reported as a new segment within the Vodafone Group’s financial results. This change in reporting structure has taken effect for the year ended 31 March 2022 onwards. Total revenue is unaffected as charges from Vantage Towers to operating companies are eliminated on consolidation. There has been no change to the segmental presentation of amounts derived from the income statement for comparative periods, which remain as previously disclosed. Segmental information for the years ended 31 March 2021 and 31 March 2020 is presented on the previous basis of segmental reporting. Revenue is attributed to a country based on the location of the Group company reporting the revenue. Transactions between operating segments are charged at arm’s-length prices. With the exception of Vodacom, which is a legal entity encompassing South Africa and certain other smaller African markets, and Vantage Towers, which comprises companies providing mobile tower infrastructure in a number of European markets, segment information is primarily provided on the basis of geographic areas, being the basis on which the Group manages its worldwide interests. The operating segments for Germany, Italy, UK, Spain, Vodacom and Vantage Towers are individually material for the Group and are each reporting segments for which certain financial information is provided. The aggregation of smaller operating segments into the Other Europe and Other Markets reporting segments reflects, in the opinion of management, the similar local market economic characteristics and regulatory environments for each of those operating segments as well as the similar products and services sold and comparable classes of customers. In the case of the Other Europe region (comprising Albania, Czech Republic, Greece, Hungary, Ireland, Portugal and Romania), this largely reflects membership or a close association with the European Union, while the Other Markets segment (comprising Egypt, Ghana and Turkey) largely includes developing economies with less stable economic or regulatory environments. Common Functions is a separate reporting segment and comprises activities which are undertaken primarily in central Group entities that do not meet the criteria for aggregation with other reporting segments. A reconciliation of adjusted EBITDAaL, the Group’s measure of segment profit, to the Group’s profit or loss before taxation for the financial year is shown below. 2022 2021 2020 €m €m €m Adjusted EBITDAaL 15,208 14,386 14,881 Restructuring costs (346) (356) (695) Interest on lease liabilities 398 374 330 Loss on disposal of owned assets (28) (30) (54) Depreciation and amortisation on owned assets (9,858) (10,187) (10,454) Share of results of equity accounted associates and joint ventures 211 342 (2,505) Impairment losses – – (1,685) Other income 79 568 4,281 Operating profit 5,664 5,097 4,099 Non-operating expense – – (3) Investment income 254 330 248 Finance costs (1,964) (1,027) (3,549) Profit before taxation 3,954 4,400 795 Strategic report Governance Financials Other information 142 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 143 Vodafone Group Plc Annual Report 2022 Segmental assets The tables below present the segmental assets for the year ended 31 March 2022 in line with our updated segmental reporting structure and under the previous basis of segmental reporting. Non-current Capital Right-of-use Other additions to Depreciation and 31 March 2022 assets1 additions2 asset additions intangible assets3 amortisation Impairment loss €m €m €m €m €m €m Germany 43,190 2,670 795 – 3,981 – Italy 10,519 840 670 255 1,929 – UK 6,226 832 580 229 1,905 – Spain 6,433 676 422 291 1,499 – Other Europe 8,548 1,009 502 126 1,511 – Vodacom 6,383 853 187 – 920 – Other Markets 2,467 530 229 – 598 – Vantage Towers 8,179 366 320 – 523 – Common Functions 2,103 844 123 – 979 – Group 94,048 8,620 3,828 901 13,845 – Non-current Capital Right-of-use Other additions to intangible assets3 Depreciation and 31 March 2022 assets1 additions2 asset additions amortisation Impairment loss €m €m €m €m €m €m Germany 47,310 2,885 909 – 4,112 – Italy 10,519 840 670 255 1,929 – UK 7,612 888 639 229 2,073 – Spain 7,066 704 478 291 1,567 – Other Europe 10,588 1,076 593 126 1,667 – Vodacom 6,383 853 187 – 920 – Other Markets 2,467 530 229 – 598 – Common Functions 2,103 844 123 – 979 – Group 94,048 8,620 3,828 901 13,845 – Notes: 1 Comprises goodwill, other intangible assets and property, plant and equipment. 2 Includes additions to property, plant and equipment (excluding right-of-use assets,), computer software and development costs, reported within Intangible assets. 3 Includes additions to licences and spectrum and customer base acquisitions. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 142 Vodafone Group Plc Annual Report 2022 2020 2. Revenue disaggregation and segmental analysis (continued) Segmental analysis The Group’s operating segments are established on the basis of those components of the Group that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Group has determined the chief operating decision maker to be its Chief Executive. The Group has a single group of similar services and products, being the supply of communications services and related products. Following the IPO of Vantage Towers A.G. (‘Vantage Towers’) in March 2021, the Group has updated its segmental reporting structure to reflect the way in which the Group now manages its operations with Vantage Towers now reported as a new segment within the Vodafone Group’s financial results. This change in reporting structure has taken effect for the year ended 31 March 2022 onwards. Total revenue is unaffected as charges from Vantage Towers to operating companies are eliminated on consolidation. There has been no change to the segmental presentation of amounts derived from the income statement for comparative periods, which remain as previously disclosed. Segmental information for the years ended 31 March 2021 and 31 March 2020 is presented on the previous basis of segmental reporting. Revenue is attributed to a country based on the location of the Group company reporting the revenue. Transactions between operating segments are charged at arm’s-length prices. With the exception of Vodacom, which is a legal entity encompassing South Africa and certain other smaller African markets, and Vantage Towers, which comprises companies providing mobile tower infrastructure in a number of European markets, segment information is primarily provided on the basis of geographic areas, being the basis on which the Group manages its worldwide interests. The operating segments for Germany, Italy, UK, Spain, Vodacom and Vantage Towers are individually material for the Group and are each reporting segments for which certain financial information is provided. The aggregation of smaller operating segments into the Other Europe and Other Markets reporting segments reflects, in the opinion of management, the similar local market economic characteristics and regulatory environments for each of those operating segments as well as the similar products and services sold and comparable classes of customers. In the case of the Other Europe region (comprising Albania, Czech Republic, Greece, Hungary, Ireland, Portugal and Romania), this largely reflects membership or a close association with the European Union, while the Other Markets segment (comprising Egypt, Ghana and Turkey) largely includes developing economies with less stable economic or regulatory environments. Common Functions is a separate reporting segment and comprises activities which are undertaken primarily in central Group entities that do not meet the criteria for aggregation with other reporting segments. A reconciliation of adjusted EBITDAaL, the Group’s measure of segment profit, to the Group’s profit or loss before taxation for the financial year is shown below. 2022 2021 2020 €m €m €m Adjusted EBITDAaL 15,208 14,386 14,881 Restructuring costs (346) (356) (695) Interest on lease liabilities 398 374 330 Loss on disposal of owned assets (28) (30) (54) Depreciation and amortisation on owned assets (9,858) (10,187) (10,454) Share of results of equity accounted associates and joint ventures 211 342 (2,505) Impairment losses – – (1,685) Other income 79 568 4,281 Operating profit 5,664 5,097 4,099 Non-operating expense – – (3) Investment income 254 330 248 Finance costs (1,964) (1,027) (3,549) Profit before taxation 3,954 4,400 795 Strategic report Governance Financials Other information 143 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 144 Vodafone Group Plc Annual Report 2022 2020 2. Revenue disaggregation and segmental analysis (continued) Segmental assets The tables below present the comparative segmental assets for the years ended 31 March 2021 and 31 March 2020 under the previous segmental reporting structure. Non-current Capital Right-of-use Other additions to Depreciation and 31 March 2021 assets1 additions2 asset additions intangible assets3 amortisation Impairment loss €m €m €m €m €m €m Germany 47,563 2,772 1,133 1 4,836 – Italy 10,707 805 758 17 2,025 – UK 7,968 822 1,138 – 2,202 – Spain 7,213 772 700 9 1,579 – Other Europe 10,369 968 1,016 431 1,727 – Vodacom 5,839 703 174 – 872 – Other Markets 2,988 512 247 439 666 – Common Functions 2,145 829 140 – 194 – Group 94,792 8,183 5,306 897 14,101 – Non-current Capital Right-of-use Other additions to Depreciation and 31 March 2020 assets1 additions2 asset additions intangible assets3 amortisation Impairment loss €m €m €m €m €m €m Germany 48,266 2,278 912 1,613 4,805 – Italy 11,119 697 1,645 24 1,958 – UK 7,790 753 733 – 2,160 – Spain 7,229 761 386 – 1,763 (840) Other Europe 9,138 823 298 29 1,706 (740) Vodacom 5,400 802 174 55 939 – Other Markets 2,963 587 290 55 672 – Common Functions 2,217 821 155 – 171 (105) Group 94,122 7,522 4,593 1,776 14,174 (1,685) Notes: 1 Comprises goodwill, other intangible assets and property, plant and equipment. 2 Includes additions to property, plant and equipment (excluding right-of-use assets,), computer software and development costs, reported within Intangible assets. 3 Includes additions to licences and spectrum and customer base acquisitions. Strategic report Governance Financials Other information 144 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 145 Vodafone Group Plc Annual Report 2022 3. Operating profit Detailed below are the key amounts recognised in arriving at our operating profit 2022 2021 2020 €m €m €m Amortisation of intangible assets (note 10) 4,044 4,421 4,459 Depreciation of property, plant and equipment (note 11): Owned assets 5,857 5,766 5,995 Leased assets 3,944 3,914 3,720 Impairment losses (note 4) – – 1,685 Staff costs (note 24) 5,334 5,157 5,462 Amounts related to inventory included in cost of sales 5,671 5,160 5,699 Own costs capitalised attributable to the construction or acquisition of property, plant and equipment (1,092) (995) (902) Gain on disposal of Indus Towers Limited1 110 – – Pledge arrangements in respect of Indus Towers Limited1 (note 29) (15) (429) – Net gain on formation of TPG Telecom1 (note 12) – 1,043 – Net gain on formation of Indus Towers Limited1 (note 12) – 292 – Settlement of tender offer to KDG shareholders1 – (204) – Net gain on disposal of Vodafone New Zealand1 – – (1,078) Net gain on disposal of tower infrastructure in Italy1 – – (3,356) Net gain on disposal of Vodafone Malta1 – – (170) Note: 1 Included in Other income and expense in the Consolidated income statement. The total remuneration of the Group’s auditor, Ernst & Young LLP and other member firms of Ernst & Young Global Limited, for services provided to the Group during the year ended 31 March 2022 is analysed below. 2022 2021 2020 Re-presented1 €m €m €m Parent company 4 3 4 Subsidiaries2 19 18 17 Subsidiaries - new accounting standards3 – – 1 Audit fees� 23 21 22 Vantage Towers IPO5 – 11 5 Audit-related6 2 – 1 Corporate finance7 – – 1 Non-audit fees 2 11 7 Total fees 25 32 29 Notes: 1 Audit fees of subsidiaries for the year ended 31 March 2021 have increased by €1 million compared to the amount previously reported. Similarly, Vantage Towers IPO non-audit fees have increased by €3 million. This is to include fees agreed during the year ended 31 March 2022 but which related to the year ended 31 March 2021. 2 During the year ended 31 March 2021, audit fees of €1 million were incurred for incremental financial statement audit services during the IPO of Vantage Towers A.G. 3 Fees for the implementation of new accounting standards, notably IFRS 15 ‘Revenue from Contracts with Customers’ and IFRS 16 ‘Leases’. 4 Includes fees in connection with the interim review, preliminary announcement and controls audit required under Section 404 of the Sarbanes Oxley Act. In total this amounted to €1 million in each of the years presented. 5 Fees incurred for IPO services relating to the IPO of Vantage Towers A.G. on 18 March 2021. 6 Fees for statutory and regulatory filings during the year. 7 At the time of the Board decision to recommend Ernst & Young LLP as the statutory auditor for the year ended 31 March 2020 in February 2019, Ernst & Young LLP were providing a range of services to the Group. All services that were prohibited by the Financial Reporting Council (‘FRC’) or Securities and Exchange Commission (‘SEC’) for a statutory auditor to provide ceased by 31 March 2019. All engagements that were not prohibited by the FRC or SEC but were not in accordance with the Group’s own internal approval policy for non-audit services, ceased early in the financial year ended 31 March 2020 to enable a smooth transition to alternative suppliers, where required. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 144 Vodafone Group Plc Annual Report 2022 2020 2. Revenue disaggregation and segmental analysis (continued) Segmental assets The tables below present the comparative segmental assets for the years ended 31 March 2021 and 31 March 2020 under the previous segmental reporting structure. Non-current Capital Right-of-use Other additions to Depreciation and 31 March 2021 assets1 additions2 asset additions intangible assets3 amortisation Impairment loss €m €m €m €m €m €m Germany 47,563 2,772 1,133 1 4,836 – Italy 10,707 805 758 17 2,025 – UK 7,968 822 1,138 – 2,202 – Spain 7,213 772 700 9 1,579 – Other Europe 10,369 968 1,016 431 1,727 – Vodacom 5,839 703 174 – 872 – Other Markets 2,988 512 247 439 666 – Common Functions 2,145 829 140 – 194 – Group 94,792 8,183 5,306 897 14,101 – Non-current Capital Right-of-use Other additions to Depreciation and 31 March 2020 assets1 additions2 asset additions intangible assets3 amortisation Impairment loss €m €m €m €m €m €m Germany 48,266 2,278 912 1,613 4,805 – Italy 11,119 697 1,645 24 1,958 – UK 7,790 753 733 – 2,160 – Spain 7,229 761 386 – 1,763 (840) Other Europe 9,138 823 298 29 1,706 (740) Vodacom 5,400 802 174 55 939 – Other Markets 2,963 587 290 55 672 – Common Functions 2,217 821 155 – 171 (105) Group 94,122 7,522 4,593 1,776 14,174 (1,685) Notes: 1 Comprises goodwill, other intangible assets and property, plant and equipment. 2 Includes additions to property, plant and equipment (excluding right-of-use assets,), computer software and development costs, reported within Intangible assets. 3 Includes additions to licences and spectrum and customer base acquisitions. Strategic report Governance Financials Other information 145 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 146 Vodafone Group Plc Annual Report 2022 2020 4. Impairment losses Impairment occurs when the carrying value of assets is greater than the present value of the net cash flows they are expected to generate. We review the carrying value of assets for each country in which we operate at least annually. For further details of our impairment review process see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation’ to the consolidated financial statements. Accounting policies Goodwill Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication that the asset may be impaired. For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, known as cash-generating units. The determination of the Group’s cash-generating units is primarily based on the geographic area where the Group supplies communications services and products. If cash flows from assets within one jurisdiction are largely independent of the cash flows from other assets in that same jurisdiction and management monitors performance separately, multiple cash-generating units are identified within that geographic area. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Impairment losses recognised for goodwill are not reversible in subsequent periods. The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Management prepares formal five year plans for the Group’s cash-generating units, which are the basis for the value in use calculations. Property, plant and equipment, finite lived intangible assets and equity accounted investments At each reporting period date, the Group reviews the carrying amounts of its property, plant and equipment, finite lived intangible assets and equity-accounted investments to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount and an impairment loss is recognised immediately in the income statement. Where there has been a change in the estimates used to determine recoverable amount and an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, not to exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior years and an impairment loss reversal is recognised immediately in the income statement. Impairment losses Following our annual impairment review, the impairment charges recognised in the consolidated income statement within operating profit are stated below. Further detail on the events and circumstances that led to the recognition of the impairment charges is included below. 2022 2021 2020 Cash-generating unit Reportable segment €m €m €m Spain Spain – – 840 Ireland Other Europe – – 630 Romania Other Europe – – 110 Vodafone Automotive Common Functions – – 105 – – 1,685 Strategic report Governance Financials Other information 146 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 147 Vodafone Group Plc Annual Report 2022 Goodwill The remaining carrying value of goodwill at 31 March was as follows: 2022 2021 €m €m Germany 20,335 20,335 Vantage Towers Germany 2,565 2,565 Italy 2,481 2,481 Other 6,503 6,350 31,884 31,731 Key assumptions used in the value in use calculations The key assumptions used in determining the value in use are: Assumption How determined Projected adjusted EBITDAaL Projected adjusted EBITDAaL has been based on past experience adjusted for the following: - In Europe, mobile revenue is expected to benefit from increased usage as customers transition to higher data bundles, and new products and services are introduced. Fixed revenue is expected to continue to grow as penetration is increased and more products and services are sold to customers; - Outside of Europe, revenue is expected to continue to grow as the penetration of faster data-enabled devices rises along with higher data bundle attachment rates, and new products and services are introduced. The Other Markets segment is also expected to benefit from increased usage and penetration of M-Pesa in Africa; and - Margins are expected to be impacted by negative factors such as the cost of acquiring and retaining customers in increasingly competitive markets and by positive factors such as the efficiencies expected from the implementation of Group initiatives. Projected capital expenditure The cash flow forecasts for capital expenditure are based on past experience and include the ongoing capital expenditure required to maintain our networks, provide products and services in line with customer expectations, including of higher data volumes and speeds, and to meet the population coverage requirements of certain of the Group’s licences. In Europe, capital expenditure is required to roll out capacity-building next generation 5G and gigabit networks. Outside of Europe, capital expenditure will be required for the continued rollout of current and next generation mobile networks in emerging markets. Capital expenditure includes cash outflows for the purchase of property, plant and equipment and computer software. Projected licence and spectrum payments To enable the continued provision of products and services, the cash flow forecasts for licence and spectrum payments for each relevant cash-generating unit include amounts for expected renewals and newly available spectrum. Beyond the five year forecast period, a long-run cost of spectrum is assumed. Long-term growth rate For the purposes of the Group’s value in use calculations, a long ‑ term growth rate into perpetuity is applied immediately at the end of the five year forecast period and is based on the lower of: - the nominal GDP growth rate forecasts for the country of operation; and - the long-term compound annual growth rate in adjusted EBITDAaL as estimated by management. Long-term compound annual growth rates determined by management may be lower than forecast nominal GDP growth rates due to the following market-specific factors: competitive intensity levels, maturity of business, regulatory environment or sector-specific inflation expectations. Pre-tax risk adjusted discount rate The discount rate applied to the cash flows of each of the Group’s cash-generating units is generally based on the risk free rate for ten year bonds issued by the government in the respective market. Where government bond rates contain a material component of credit risk, high-quality local corporate bond rates may be used. These rates are adjusted for a risk premium to reflect both the increased risk of investing in equities and the systematic risk of the specific cash-generating unit. In making this adjustment, inputs required are the equity market risk premium (that is the required return over and above a risk free rate by an investor who is investing in the market as a whole) and the risk adjustment, beta, applied to reflect the risk of the specific cash-generating unit relative to the market as a whole. In determining the risk adjusted discount rate, management has applied an adjustment for the systematic risk to each of the Group’s cash-generating companies determined using an average of the betas of comparable listed telecommunications companies and, where available and appropriate, across a specific territory. Management has used a forward-looking equity market risk premium that takes into consideration both studies by independent economists, the long-term average equity market risk premium and the market risk premiums typically used by valuations practitioners. The risk adjusted discount rate is also based on typical leverage ratios of telecommunications companies in each cash-generating units' respective market or region. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 146 Vodafone Group Plc Annual Report 2022 2020 4. Impairment losses Impairment occurs when the carrying value of assets is greater than the present value of the net cash flows they are expected to generate. We review the carrying value of assets for each country in which we operate at least annually. For further details of our impairment review process see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation’ to the consolidated financial statements. Accounting policies Goodwill Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication that the asset may be impaired. For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, known as cash-generating units. The determination of the Group’s cash-generating units is primarily based on the geographic area where the Group supplies communications services and products. If cash flows from assets within one jurisdiction are largely independent of the cash flows from other assets in that same jurisdiction and management monitors performance separately, multiple cash-generating units are identified within that geographic area. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Impairment losses recognised for goodwill are not reversible in subsequent periods. The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Management prepares formal five year plans for the Group’s cash-generating units, which are the basis for the value in use calculations. Property, plant and equipment, finite lived intangible assets and equity accounted investments At each reporting period date, the Group reviews the carrying amounts of its property, plant and equipment, finite lived intangible assets and equity-accounted investments to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount and an impairment loss is recognised immediately in the income statement. Where there has been a change in the estimates used to determine recoverable amount and an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, not to exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior years and an impairment loss reversal is recognised immediately in the income statement. Impairment losses Following our annual impairment review, the impairment charges recognised in the consolidated income statement within operating profit are stated below. Further detail on the events and circumstances that led to the recognition of the impairment charges is included below. 2022 2021 2020 Cash-generating unit Reportable segment €m €m €m Spain Spain – – 840 Ireland Other Europe – – 630 Romania Other Europe – – 110 Vodafone Automotive Common Functions – – 105 – – 1,685 Strategic report Governance Financials Other information 147 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 148 Vodafone Group Plc Annual Report 2022 2020 4. Impairment losses (continued) Year ended 31 March 2022 The Group performs its annual impairment test for goodwill and indefinite lived intangible assets at 31 March and when there is an indicator of impairment of an asset. At each reporting period date judgement is exercised by management in determining whether any internal or external sources of information observed are indicative that the carrying amount of any of the Group’s cash generating units is not recoverable. As a large owner of infrastructure and consumer of energy, the Group has exposure to climate change related risks such as energy cost increases, asset damage and service disruption. The long range plans used in the Group’s impairment testing include forecast energy costs and other costs that are embedded in the planning process to deliver the Group’s zero carbon targets. The long range plans also include capital expenditure in relation to the Group’s use of durable and energy efficient infrastructure and the costs of the Group’s extensive and ongoing network maintenance programme. Furthermore, the Group will continue to develop strong reactive initiatives to manage the unpredictable impacts of future climate-related risks. Climate change, therefore, has not had a material impact on the outcome of the Group’s impairment testing and the Group will continue to refine its approach to modelling climate-related risks and opportunities in the value in use calculations. As the war in Ukraine continues, it is challenging to predict the full extent and duration of its impact on the economy and the Group’s businesses. However, to assess a potential impact of this on the Group’s impairment testing, management prepared scenario analysis based on adjustments to the long range plans for high level estimates of market risks impacted by the war. This analysis did not indicate a risk of impairment at 31 March 2022. Management will update the cash flows and assumptions used in the Group’s impairment testing at future reporting dates with latest best estimates. No impairments were recognised for the Group’s cash generating units during the year to 31 March 2022. Value in use assumptions The table below shows key assumptions used in the value in use calculations, and separately presented cash generating units for which the carrying amount of goodwill is significant in comparison with the Group’s total carrying amount of goodwill: Assumptions used in value in use calculation Germany Italy Vantage Towers Germany Other % % % % Pre-tax risk adjusted discount rate 7.4 9.3 6.1 6.2-22.5 Long-term growth rate 0.5 1.5 1.5 1.0-8.9 Projected adjusted EBITDAaL1 (0.1) (0.2) 11.0 (5.4)-13.0 Projected capital expenditure2 19.6-21.8 15.0-16.3 32.0-62.1 10.0-51.4 Sensitivity analysis The estimated recoverable amounts of the Group’s operations in Germany, Italy, the UK and Spain exceed their carrying values by €7.3 billion, €0.4 billion, €1.3 billion and €0.1 billion respectively. However, if the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2022. Change required for carrying value to equal recoverable amount Germany Italy UK Spain pps pps pps pps Pre-tax risk adjusted discount rate 1.4 0.3 1.3 0.1 Long-term growth rate (1.4) (0.3) (1.5) (0.1) Projected adjusted EBITDAaL1 (4.1) (0.9) (3.1) (0.4) Projected capital expenditure2 12.6 1.8 4.3 0.5 Notes: 1 Projected Adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. For the purposes of this disclosure Italy’s FY22 EBITDAaL excludes the TIM settlement. 2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans used for impairment testing. For the Group’s operations in Germany, Italy, the UK and Spain management has considered the following reasonably possible changes in pre- tax adjusted discount rate, adjusted EBITDAaL1 and long-term growth rate assumptions, leaving all other assumptions unchanged. The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment assessment is presented in the table overleaf. Management has concluded that no reasonably possible or foreseeable change in projected capital expenditure2 would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different to the base case disclosed overleaf. Strategic report Governance Financials Other information 148 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 149 Vodafone Group Plc Annual Report 2022 Recoverable amount less carrying value Germany Italy UK Spain €bn €bn €bn €bn Base case as at 31 March 2022 7.3 0.4 1.3 0.1 Change in pre-tax risk adjusted discount rate Decrease by 1pps 14.9 1.7 2.8 1.0 Increase by 1pps 1.7 (0.7) 0.3 (0.6) Change in long-term growth rate Decrease by 1pps 1.6 (0.6) 0.4 (0.5) Increase by 1pps 15.6 1.7 2.8 0.9 Change in projected adjusted EBITDAaL1 Decrease by 5pps (1.4) (1.6) (0.7) (1.1) Increase by 5pps 17.9 2.8 3.8 1.5 Note: 1 Projected Adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. For the purposes of this disclosure, EBITDAaL for Italy in the year ended 31 March 2022 excludes the TIM settlement. Year ended 31 March 2021 The disclosures below for the year ended 31 March 2021 are as previously disclosed in the 31 March 2021 Annual Report. Following the carve-out of Vodafone’s tower infrastructure to Vantage Towers A.G. (‘Vantage Towers’) during the year in Germany, Spain, Portugal, Ireland, Greece, Romania, Czech Republic and Hungary and the acquisitions by Vantage Towers of Vodafone UK’s 50% shareholding in Cornerstone Telecommunications Infrastructure Limited (‘CTIL’) and the remaining shareholding in the Vantage Towers Greece, management considers Vodafone’s operating companies and Vantage Tower’s operating companies in the affected geographical areas to represent two cash-generating units for the purpose of impairment testing as at 31 March 2021. Vodafone’s investment in Infrastrutture Wireless Italiane S.p.A. (‘INWIT’) was also transferred to Vantage Towers during the year. Goodwill has been allocated on a relative values basis to the Vantage Towers cash-generating units, where applicable, as part of the tower business carve out from Vodafone’s operations. The cash-generating units described below relate to Vodafone’s mobile and fixed line trading businesses, unless otherwise indicated as being part of Vantage Towers. Value in use assumptions The table below shows key assumptions used in the value in use calculations. Assumptions used in value in use calculation Germany Italy Spain Ireland Romania Vantage Towers Germany % % % % % % Pre-tax risk adjusted discount rate 7.4 10.5 9.2 7.7 9.9 6.0 Long-term growth rate 0.5 0.5 0.5 0.5 1.0 1.5 Projected adjusted EBITDAaL1 1.2 2.1 4.9 0.5 0.9 8.4 Projected capital expenditure2 19.7-21.5 14.4-15.9 15.7-17.6 12.6-15.1 12.3-15.2 39.1-56.2 Notes: 1 Projected Adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. A pro-rata adjustment has been made to true-up 31 March 2021 Adjusted EBITDAaL to a full year where the towers business carve-out occurred during the year. 2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans used for impairment testing. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 148 Vodafone Group Plc Annual Report 2022 2020 4. Impairment losses (continued) Year ended 31 March 2022 The Group performs its annual impairment test for goodwill and indefinite lived intangible assets at 31 March and when there is an indicator of impairment of an asset. At each reporting period date judgement is exercised by management in determining whether any internal or external sources of information observed are indicative that the carrying amount of any of the Group’s cash generating units is not recoverable. As a large owner of infrastructure and consumer of energy, the Group has exposure to climate change related risks such as energy cost increases, asset damage and service disruption. The long range plans used in the Group’s impairment testing include forecast energy costs and other costs that are embedded in the planning process to deliver the Group’s zero carbon targets. The long range plans also include capital expenditure in relation to the Group’s use of durable and energy efficient infrastructure and the costs of the Group’s extensive and ongoing network maintenance programme. Furthermore, the Group will continue to develop strong reactive initiatives to manage the unpredictable impacts of future climate-related risks. Climate change, therefore, has not had a material impact on the outcome of the Group’s impairment testing and the Group will continue to refine its approach to modelling climate-related risks and opportunities in the value in use calculations. As the war in Ukraine continues, it is challenging to predict the full extent and duration of its impact on the economy and the Group’s businesses. However, to assess a potential impact of this on the Group’s impairment testing, management prepared scenario analysis based on adjustments to the long range plans for high level estimates of market risks impacted by the war. This analysis did not indicate a risk of impairment at 31 March 2022. Management will update the cash flows and assumptions used in the Group’s impairment testing at future reporting dates with latest best estimates. No impairments were recognised for the Group’s cash generating units during the year to 31 March 2022. Value in use assumptions The table below shows key assumptions used in the value in use calculations, and separately presented cash generating units for which the carrying amount of goodwill is significant in comparison with the Group’s total carrying amount of goodwill: Assumptions used in value in use calculation Germany Italy Vantage Towers Germany Other % % % % Pre-tax risk adjusted discount rate 7.4 9.3 6.1 6.2-22.5 Long-term growth rate 0.5 1.5 1.5 1.0-8.9 Projected adjusted EBITDAaL1 (0.1) (0.2) 11.0 (5.4)-13.0 Projected capital expenditure2 19.6-21.8 15.0-16.3 32.0-62.1 10.0-51.4 Sensitivity analysis The estimated recoverable amounts of the Group’s operations in Germany, Italy, the UK and Spain exceed their carrying values by €7.3 billion, €0.4 billion, €1.3 billion and €0.1 billion respectively. However, if the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2022. Change required for carrying value to equal recoverable amount Germany Italy UK Spain pps pps pps pps Pre-tax risk adjusted discount rate 1.4 0.3 1.3 0.1 Long-term growth rate (1.4) (0.3) (1.5) (0.1) Projected adjusted EBITDAaL1 (4.1) (0.9) (3.1) (0.4) Projected capital expenditure2 12.6 1.8 4.3 0.5 Notes: 1 Projected Adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. For the purposes of this disclosure Italy’s FY22 EBITDAaL excludes the TIM settlement. 2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans used for impairment testing. For the Group’s operations in Germany, Italy, the UK and Spain management has considered the following reasonably possible changes in pre- tax adjusted discount rate, adjusted EBITDAaL1 and long-term growth rate assumptions, leaving all other assumptions unchanged. The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment assessment is presented in the table overleaf. Management has concluded that no reasonably possible or foreseeable change in projected capital expenditure2 would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different to the base case disclosed overleaf. Strategic report Governance Financials Other information 149 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 150 Vodafone Group Plc Annual Report 2022 2020 4. Impairment losses (continued) Sensitivity analysis The estimated recoverable amounts of the Group’s operations in Germany, Italy, Spain, Ireland, Romania and Vantage Towers Germany exceed their carrying values by €7.4 billion, €0.6 billion, €0.3 billion, €0.1 billion, €0.1 billion and €3.5 billion, respectively. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2021. Change required for carrying value to equal recoverable amount Germany Italy Spain Ireland Romania Vantage Towers Germany pps pps pps pps pps pps Pre-tax risk adjusted discount rate 1.3 0.7 0.4 0.7 0.7 5.2 Long-term growth rate (1.3) (0.8) (0.5) (0.7) (0.9) (4.9) Projected adjusted EBITDAaL1 (4.0) (1.5) (1.5) (1.6) (1.9) (19.3) Projected capital expenditure2 12.7 3.0 1.6 2.8 1.9 162.6 Management considered the following reasonably possible changes in key assumptions for projected adjusted EBITDAaL1 and long-term growth rate, leaving all other assumptions unchanged. Consistent with the prior year, and due to the uncertainty of future COVID-19 impacts, management’s range of reasonably possible changes in projected adjusted EBITDAaL is plus or minus 5 percentage points (2020: +/- 5 percentage points). The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment assessment is presented in the table below. Management believes that no reasonably possible or foreseeable change in the pre-tax adjusted discount rate or projected capital expenditure2 would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different from the base case disclosed below. Recoverable amount less carrying value Germany Italy Spain Ireland Romania Vantage Towers Germany €bn €bn €bn €bn €bn €bn Base case as at 31 March 2021 7.4 0.6 0.3 0.1 0.1 3.5 Change in projected adjusted EBITDAaL1 Decrease by 5pps (1.6) (1.3) (0.6) (0.2) (0.1) 2.4 Increase by 5pps 18.2 2.9 1.4 0.5 0.3 5.0 Change in long-term growth rate Decrease by 1pps 1.5 (0.1) (0.3) – – 2.2 Increase by 1pps 16.0 1.6 1.0 0.3 0.2 6.1 The carrying values for Vodafone UK, Portugal, Czech Republic, and Hungary include goodwill arising from acquisitions and/or the purchase of operating licences or spectrum rights. The recoverable amounts for these operating companies are also not materially greater than their carrying values and accordingly are disclosed below. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised in the year ended 31 March 2021. Change required for carrying value to equal recoverable amount UK Portugal Czech Republic Hungary pps pps pps pps Pre-tax risk adjusted discount rate 0.8 0.9 1.2 0.3 Long-term growth rate (0.8) (1.0) (1.3) (0.4) Projected adjusted EBITDAaL1 (1.7) (2.2) (3.0) (0.7) Projected capital expenditure2 2.5 3.7 7.5 1.5 Notes: 1 Projected adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. A pro-rata adjustment has been made to true up 31 March 2021 adjusted EBITDAaL to a full year where the towers business carve-out occurred during the year. 2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans used for impairment testing. Strategic report Governance Financials Other information 150 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information ��� Vodafone Group Plc ������ ������ ���� Year ended 31 March 2020 The disclosures below for the year ended 31 March 2020 are as previously disclosed in the 31 March 2020 Annual Report. For the year ended 31 March 2020, the Group recorded impairment charges of €0.8 billion, €0.6 billion, €0.1 billion and €0.1 billion with respect to the Group’s investments in Spain, Ireland, Romania and Vodafone Automotive respectively. The impairment charges relate solely to goodwill and are recognised in the consolidated income statement within operating profit/(loss). The recoverable amounts for Spain, Ireland, Romania and Vodafone Automotive are €5.6 billion, €1.2 billion, €0.9 billion and €0.0 billion respectively, and based on value in use calculations. The COVID-19 outbreak developed rapidly in early 2020. Many countries have required businesses to limit or suspend operations and implemented travel restrictions and quarantine measures. The measures taken to contain the virus have adversely affected economic activity and disrupted many businesses. As the outbreak continues to progress and evolve, it is extremely challenging to predict the full extent and duration of its impact on Vodafone’s businesses and the countries where Vodafone operates. Based on information available as at 31 March 2020, management made additional adjustments to the five year business plans used in the Group’s impairment testing in order to reflect the estimated impact. The impairment charges recognised and discussed immediately below, were based on expected cash flows after applying these adjustments. Challenging trading and economic conditions in Spain materialised in the prior financial year and management recognised an impairment charge following a reduction in projected cash flows. During the year ended 31 March 2020 there was an observable repositioning towards low- cost brands and competitive intensity within the multi-branded market was expected to remain elevated in the medium term. These factors led to management projecting lower cash flows and recognising an impairment charge with respect to the Group’s investment in Spain. The impairment charge recognised with respect to Ireland was attributable to increased competition and the aforementioned increased economic uncertainty. As a consequence, growth and ARPUs were expected to be lower. Management reflected these assumptions in expected cash flows. The impairment charges recognised with respect to Romania and Vodafone Automotive reflect management’s latest assessment of likely trading and economic conditions in the five year business plan. Management’s view of the long-term potential in these markets remains unchanged. The European Liberty Global assets acquired in July 2019 were subsumed within existing cash-generating units in Germany, Czech Republic, Hungary and Romania. The primary reason for acquiring the businesses was to create a converged national provider of digital infrastructure in Germany, together with creating converged communications operators in the Czech Republic, Hungary and Romania. Following the integration of the acquired businesses, management considered the cash flows within these cash-generating units to be largely interdependent and monitors performance on a country-level basis. On 31 March 2020, the Group merged its passive tower infrastructure in Italy with INWIT. On the date of the merger, management monitored performance of its operations in Italy on a country-wide basis and considered Vodafone Italy, including its passive tower infrastructure, to be one cash-generating unit for the purpose of impairment testing as at 31 March 2020. No impairment in relation to Vodafone Italy would be necessary if impairment testing was performed on a post-merger basis at 31 March 2020. Value in use assumptions The table below shows key assumptions used in the value in use calculations. Assumptions used in value in use calculation Germany Italy Spain Ireland Romania Vodafone Automotive % % % % % % Pre-tax risk adjusted discount rate 7.5 10.3 9.2 7.6 10.2 9.1 Long-term growth rate 0.5 0.5 0.5 0.5 1.0 1.9 Projected adjusted EBITDAaL1 3.8 0.2 8.2 3.0 8.0 31.3 Projected capital expenditure2 20.1-20.7 12.5-13.4 16.2-18.1 10.7-15.2 13.7-18.5 14.1-23.4 Notes: 1 Projected Adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. 2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans used for impairment testing. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 150 Vodafone Group Plc Annual Report 2022 2020 4. Impairment losses (continued) Sensitivity analysis The estimated recoverable amounts of the Group’s operations in Germany, Italy, Spain, Ireland, Romania and Vantage Towers Germany exceed their carrying values by €7.4 billion, €0.6 billion, €0.3 billion, €0.1 billion, €0.1 billion and €3.5 billion, respectively. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2021. Change required for carrying value to equal recoverable amount Germany Italy Spain Ireland Romania Vantage Towers Germany pps pps pps pps pps pps Pre-tax risk adjusted discount rate 1.3 0.7 0.4 0.7 0.7 5.2 Long-term growth rate (1.3) (0.8) (0.5) (0.7) (0.9) (4.9) Projected adjusted EBITDAaL1 (4.0) (1.5) (1.5) (1.6) (1.9) (19.3) Projected capital expenditure2 12.7 3.0 1.6 2.8 1.9 162.6 Management considered the following reasonably possible changes in key assumptions for projected adjusted EBITDAaL1 and long-term growth rate, leaving all other assumptions unchanged. Consistent with the prior year, and due to the uncertainty of future COVID-19 impacts, management’s range of reasonably possible changes in projected adjusted EBITDAaL is plus or minus 5 percentage points (2020: +/- 5 percentage points). The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment assessment is presented in the table below. Management believes that no reasonably possible or foreseeable change in the pre-tax adjusted discount rate or projected capital expenditure2 would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different from the base case disclosed below. Recoverable amount less carrying value Germany Italy Spain Ireland Romania Vantage Towers Germany €bn €bn €bn €bn €bn €bn Base case as at 31 March 2021 7.4 0.6 0.3 0.1 0.1 3.5 Change in projected adjusted EBITDAaL1 Decrease by 5pps (1.6) (1.3) (0.6) (0.2) (0.1) 2.4 Increase by 5pps 18.2 2.9 1.4 0.5 0.3 5.0 Change in long-term growth rate Decrease by 1pps 1.5 (0.1) (0.3) – – 2.2 Increase by 1pps 16.0 1.6 1.0 0.3 0.2 6.1 The carrying values for Vodafone UK, Portugal, Czech Republic, and Hungary include goodwill arising from acquisitions and/or the purchase of operating licences or spectrum rights. The recoverable amounts for these operating companies are also not materially greater than their carrying values and accordingly are disclosed below. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised in the year ended 31 March 2021. Change required for carrying value to equal recoverable amount UK Portugal Czech Republic Hungary pps pps pps pps Pre-tax risk adjusted discount rate 0.8 0.9 1.2 0.3 Long-term growth rate (0.8) (1.0) (1.3) (0.4) Projected adjusted EBITDAaL1 (1.7) (2.2) (3.0) (0.7) Projected capital expenditure2 2.5 3.7 7.5 1.5 Notes: 1 Projected adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. A pro-rata adjustment has been made to true up 31 March 2021 adjusted EBITDAaL to a full year where the towers business carve-out occurred during the year. 2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans used for impairment testing. Strategic report Governance Financials Other information 151 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) ��� Vodafone Group Plc ������ ������ ���� ���� 4. Impairment losses (continued) Sensitivity analysis The estimated recoverable amount of the Group’s operations in Germany and Italy exceed their carrying values by €6.6 billion and €1.8 billion respectively. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2020. Change required for carrying value to equal recoverable amount Germany Italy pps pps Pre-tax risk adjusted discount rate 1.1 1.7 Long-term growth rate (1.0) (2.0) Projected adjusted EBITDAaL1 (3.2) (3.1) Projected capital expenditure2 11.4 7.9 Management considered the following reasonably possible changes in the key adjusted EBITDAaL1 and long-term growth rate assumptions, leaving all other assumptions unchanged. Due to increased uncertainty following the COVID-19 outbreak, management has widened the range of reasonably possible changes in the key adjusted EBITDAaL growth rate assumption to plus or minus 5 percentage points (2019: 2 percentage points). The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment assessment is presented in the table below, with the exception of Vodafone Automotive, where no reasonably possible change in the key assumptions would materially change the impairment charge recognised. Management believes that no reasonably possible or foreseeable change in the pre-tax adjusted discount rate or projected capital expenditure2 would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different to the base case disclosed below. Recoverable amount less carrying value (prior to recognition of impairment charges) Germany Italy Spain Ireland Romania €bn €bn €bn €bn €bn Base case as at 31 March 2020 6.6 1.8 (0.8) (0.6) (0.1) Change in projected adjusted EBITDAaL1 Decrease by 5pps (3.3) (1.0) (2.3) (1.1) (0.3) Increase by 5pps 18.4 5.1 0.9 – 0.1 Change in long-term growth rate Decrease by 1pps 0.2 0.8 (1.5) (0.8) (0.2) Increase by 1pps 15.8 3.0 – (0.4) – The carrying values for Vodafone UK, Portugal, Czech Republic and Hungary include goodwill arising from acquisitions and/or the purchase of operating licences or spectrum rights. While the recoverable amounts for these operating companies are not materially greater than their carrying value, each has a lower risk of giving rise to an impairment that would be material to the Group given their relative size or the composition of their carrying value. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised in the year ended 31 March 2020. Change required for carrying value to equal recoverable amount UK Portugal Czech Republic Hungary pps pps pps pps Pre-tax risk adjusted discount rate 1.1 1.5 1.7 1.9 Long-term growth rate (1.3) (1.6) (1.8) (2.2) Projected adjusted EBITDAaL1 (2.3) (3.4) (4.0) (3.9) Projected capital expenditure2 4.5 7.1 12.5 9.1 Notes: 1 Projected adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. 2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans used for impairment testing. VodafoneZiggo The recoverable amount for VodafoneZiggo is not materially greater than its carrying value. If adverse impacts of economic, competitive, regulatory or other factors were to cause significant deterioration in the operations of VodafoneZiggo and the entity’s expected future cash flows, this may lead to an impairment loss being recognised. Strategic report Governance Financials Other information 152 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 153 Vodafone Group Plc Annual Report 2022 5. Investment income and financing costs Investment income comprises interest received from short-term investments and other receivables. Financing costs mainly arise from interest due on bonds and commercial paper issued, bank loans and the results of hedging transactions used to manage foreign exchange and interest rate movements. 2022 2021 2020 €m €m €m Investment income Financial assets measured at amortised cost 249 306 157 Financial assets measured at fair value through profit and loss 5 24 91 254 330 248 Financing costs Financial liabilities measured at amortised cost Bonds 1,546 1,722 1,580 Lease liabilities 398 374 330 Bank loans and other liabilities1 469 463 626 Interest on derivatives (428) (485) (354) Mark-to-market on derivatives (341) (1,070) 1,162 Financial assets measured at fair value through profit and loss 36 – – Foreign exchange 284 23 205 1,964 1,027 3,549 Net financing costs 1,710 697 3,301 Note: 1 Interest capitalised for the year ended 31 March 2022 was €17 million (2021: €17 million, 2020: €25 million) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) ��� Vodafone Group Plc ������ ������ ���� ���� 4. Impairment losses (continued) Sensitivity analysis The estimated recoverable amount of the Group’s operations in Germany and Italy exceed their carrying values by €6.6 billion and €1.8 billion respectively. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2020. Change required for carrying value to equal recoverable amount Germany Italy pps pps Pre-tax risk adjusted discount rate 1.1 1.7 Long-term growth rate (1.0) (2.0) Projected adjusted EBITDAaL1 (3.2) (3.1) Projected capital expenditure2 11.4 7.9 Management considered the following reasonably possible changes in the key adjusted EBITDAaL1 and long-term growth rate assumptions, leaving all other assumptions unchanged. Due to increased uncertainty following the COVID-19 outbreak, management has widened the range of reasonably possible changes in the key adjusted EBITDAaL growth rate assumption to plus or minus 5 percentage points (2019: 2 percentage points). The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment assessment is presented in the table below, with the exception of Vodafone Automotive, where no reasonably possible change in the key assumptions would materially change the impairment charge recognised. Management believes that no reasonably possible or foreseeable change in the pre-tax adjusted discount rate or projected capital expenditure2 would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different to the base case disclosed below. Recoverable amount less carrying value (prior to recognition of impairment charges) Germany Italy Spain Ireland Romania €bn €bn €bn €bn €bn Base case as at 31 March 2020 6.6 1.8 (0.8) (0.6) (0.1) Change in projected adjusted EBITDAaL1 Decrease by 5pps (3.3) (1.0) (2.3) (1.1) (0.3) Increase by 5pps 18.4 5.1 0.9 – 0.1 Change in long-term growth rate Decrease by 1pps 0.2 0.8 (1.5) (0.8) (0.2) Increase by 1pps 15.8 3.0 – (0.4) – The carrying values for Vodafone UK, Portugal, Czech Republic and Hungary include goodwill arising from acquisitions and/or the purchase of operating licences or spectrum rights. While the recoverable amounts for these operating companies are not materially greater than their carrying value, each has a lower risk of giving rise to an impairment that would be material to the Group given their relative size or the composition of their carrying value. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised in the year ended 31 March 2020. Change required for carrying value to equal recoverable amount UK Portugal Czech Republic Hungary pps pps pps pps Pre-tax risk adjusted discount rate 1.1 1.5 1.7 1.9 Long-term growth rate (1.3) (1.6) (1.8) (2.2) Projected adjusted EBITDAaL1 (2.3) (3.4) (4.0) (3.9) Projected capital expenditure2 4.5 7.1 12.5 9.1 Notes: 1 Projected adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. 2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans used for impairment testing. VodafoneZiggo The recoverable amount for VodafoneZiggo is not materially greater than its carrying value. If adverse impacts of economic, competitive, regulatory or other factors were to cause significant deterioration in the operations of VodafoneZiggo and the entity’s expected future cash flows, this may lead to an impairment loss being recognised. Strategic report Governance Financials Other information 153 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 154 Vodafone Group Plc Annual Report 2022 2020 6. Taxation This note explains how our Group tax charge arises. The deferred tax section of the note also provides information on our expected future tax charges and sets out the tax assets held across the Group together with our view on whether or not we expect to be able to make use of these in the future. Accounting policies Income tax expense represents the sum of the current and deferred taxes. Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because some items of income or expense are taxable or deductible in different years or may never be taxable or deductible. The Group’s liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the reporting period date. The Group recognises provisions for uncertain tax positions when the Group has a present obligation as a result of a past event and management judge that it is probable that there will be a future outflow of economic benefits from the Group to settle the obligation. Uncertain tax positions are assessed and measured on an issue by issue basis within the jurisdictions that we operate either using management’s estimate of the most likely outcome where the issues are binary, or the expected value approach where the issues have a range of possible outcomes. The Group recognises interest on late paid taxes as part of financing costs, and any penalties, if applicable, as part of the income tax expense. Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that temporary differences or taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are not recognised to the extent they arise from the initial recognition of non-tax deductible goodwill. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint arrangements, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting period date and adjusted to reflect changes in the Group’s assessment that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the reporting period date. Tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they either relate to income taxes levied by the same taxation authority on either the same taxable entity or on different taxable entities which intend to settle the current tax assets and liabilities on a net basis. Tax is charged or credited to the income statement, except when it relates to items charged or credited to other comprehensive income or directly to equity, in which case the tax is recognised in other comprehensive income or in equity. Income tax expense 2022 2021 2020 €m €m €m United Kingdom corporation tax expense/(credit): Current year 22 24 42 Adjustments in respect of prior years 17 3 (6) 39 27 36 Overseas current tax expense/(credit): Current year 993 872 900 Adjustments in respect of prior years 81 (30) 80 1,074 842 980 Total current tax expense 1,113 869 1,016 Deferred tax on origination and reversal of temporary differences: United Kingdom deferred tax (791) (94) (318) Overseas deferred tax 1,008 3,089 552 Total deferred tax expense 217 2,995 234 Total income tax expense 1,330 3,864 1,250 UK operating profits are more than offset by statutory allowances for capital investment in the UK network and systems plus ongoing interest costs including those arising from the €10.7 billion of spectrum payments to the UK government in 2000, 2013 and 2018. Strategic report Governance Financials Other information 154 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information ��� Vodafone Group Plc ������ ������ ���� Tax charged/(credited) directly to other comprehensive income 2022 2021 2020 €m €m €m Current tax – (17) (26) Deferred tax 648 (1,009) 830 Total tax charged/(credited) directly to other comprehensive income 648 (1,026) 804 Tax credited directly to equity 2022 2021 2020 €m €m €m Deferred tax – (2) – Total tax credited directly to equity – (2) – Factors affecting the tax expense for the year The table below explains the differences between the expected tax expense, being the aggregate of the Group’s geographical split of profits multiplied by the relevant local tax rates and the Group’s total tax expense for each year. 2022 2021 2020 €m €m €m (restated)* Continuing profit before tax as shown in the consolidated income statement 3,954 4,400 795 Aggregated expected income tax expense 1,191 1,124 226 Impairment losses with no tax effect – – 332 Disposal of Group investments(1) (8) (332) (1,113) Effect of taxation of associates and joint ventures, reported within profit before tax (66) 56 728 Deferred tax charge/(credit) following revaluation of investments in Luxembourg 1,455 2,120* (348) Previously unrecognised temporary differences we expect to use in the future, including in Luxembourg (708) (45) (14) Previously recognised temporary differences and losses we no longer expect to use in the future 74 699* – Current year temporary differences (including losses) that we currently do not expect to use 116 170 352 Adjustments in respect of prior year tax liabilities 13 (10) (86) Impact of tax credits and irrecoverable taxes 74 90 52 Deferred tax on overseas earnings 2 – 3 Effect of current year changes in statutory tax rates on deferred tax balances (2) (667) (45) 757 Financing costs not deductible/(taxable) for tax purposes 46 (62) 174 Revaluation of assets for tax purposes in Italy and Turkey (357) – – Expenses not deductible for tax purposes 165 99 187 Income tax expense 1,330 3,864 1,250 Notes: * During the year ended 31 March 2022, we revised the calculation of certain impairment reversals recognised by our Luxembourg holding companies for the year ended 31 March 2021; this had no impact on the amount of deferred tax assets recognised at that date but has changed the amount of our unrecognised deferred tax assets by €0.7 billion (unrecognised losses of €2.8 billion).. Further details can be found on page 158. We have adjusted certain 31 March 2021 disclosures as denoted by an *. 1 2021 includes the tax exempt gains relating to the TPG Telecom Limited merger in Australia and Indus Towers Limited in India. 2020 relates to tax exempt disposal gains on Vodafone New Zealand, Vodafone Malta and the merger of the Italian towers with INWIT. 2 2022 includes the increase in future UK tax rate to 25%. 2020 includes the impact of a lower corporate tax rate in Luxembourg and the retention of the 19% corporate tax rate in the UK. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 154 Vodafone Group Plc Annual Report 2022 2020 6. Taxation This note explains how our Group tax charge arises. The deferred tax section of the note also provides information on our expected future tax charges and sets out the tax assets held across the Group together with our view on whether or not we expect to be able to make use of these in the future. Accounting policies Income tax expense represents the sum of the current and deferred taxes. Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because some items of income or expense are taxable or deductible in different years or may never be taxable or deductible. The Group’s liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the reporting period date. The Group recognises provisions for uncertain tax positions when the Group has a present obligation as a result of a past event and management judge that it is probable that there will be a future outflow of economic benefits from the Group to settle the obligation. Uncertain tax positions are assessed and measured on an issue by issue basis within the jurisdictions that we operate either using management’s estimate of the most likely outcome where the issues are binary, or the expected value approach where the issues have a range of possible outcomes. The Group recognises interest on late paid taxes as part of financing costs, and any penalties, if applicable, as part of the income tax expense. Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that temporary differences or taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are not recognised to the extent they arise from the initial recognition of non-tax deductible goodwill. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint arrangements, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting period date and adjusted to reflect changes in the Group’s assessment that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the reporting period date. Tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they either relate to income taxes levied by the same taxation authority on either the same taxable entity or on different taxable entities which intend to settle the current tax assets and liabilities on a net basis. Tax is charged or credited to the income statement, except when it relates to items charged or credited to other comprehensive income or directly to equity, in which case the tax is recognised in other comprehensive income or in equity. Income tax expense 2022 2021 2020 €m €m €m United Kingdom corporation tax expense/(credit): Current year 22 24 42 Adjustments in respect of prior years 17 3 (6) 39 27 36 Overseas current tax expense/(credit): Current year 993 872 900 Adjustments in respect of prior years 81 (30) 80 1,074 842 980 Total current tax expense 1,113 869 1,016 Deferred tax on origination and reversal of temporary differences: United Kingdom deferred tax (791) (94) (318) Overseas deferred tax 1,008 3,089 552 Total deferred tax expense 217 2,995 234 Total income tax expense 1,330 3,864 1,250 UK operating profits are more than offset by statutory allowances for capital investment in the UK network and systems plus ongoing interest costs including those arising from the €10.7 billion of spectrum payments to the UK government in 2000, 2013 and 2018. Strategic report Governance Financials Other information 155 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 156 Vodafone Group Plc Annual Report 2022 2020 6. Taxation (continued) Deferred tax Analysis of movements in the net deferred tax asset balance during the year: €m 1 April 2021 19,474 Foreign exchange movements (29) Charged to the income statement (217) Charged directly to OCI (648) Charged directly to equity – Arising on acquisitions and disposals (11) 31 March 20221 18,569 Deferred tax assets and liabilities, before offset of balances within countries, are as follows: Amount Net credited/ recognised (expensed) Gross Gross Less deferred tax in income deferred deferred tax amounts (liability)/ statement tax asset liability unrecognised asset €m €m €m €m €m Accelerated tax depreciation 672 2,589 (1,361) (58) 1,170 Intangible assets 643 666 (1,801) 11 (1,124) Tax losses (1,450) 28,977 – (10,341) 18,636 Treasury related items (90) 616 (372) (562) (318) Temporary differences relating to revenue recognition (9) 3 (666) – (663) Temporary differences relating to leases (3) 1,754 (1,577) – 177 Other temporary differences 20 1,148 (379) (78) 691 31 March 20221 (217) 35,753 (6,156) (11,028) 18,569 Analysed in the balance sheet, after offset of balances within countries, as: €m Deferred tax asset 19,089 Deferred tax liability (520) 31 March 20221 18,569 At 31 March 2021, deferred tax assets and liabilities, before offset of balances within countries, were as follows: Amount Net credited/ recognised (expensed) Gross Gross Less deferred tax in income deferred deferred tax amounts (liability)/ statement tax asset* liability* unrecognised* asset €m €m €m €m €m Accelerated tax depreciation 716 2,331 (2,034) (9) 288 Intangible assets 336 434 (1,938) 13 (1,491) Tax losses (3,292) 30,490 – (10,400) 20,090 Treasury related items (9) 761 (37) (392) 332 Temporary differences relating to revenue recognition (84) 3 (651) – (648) Temporary differences relating to leases (34) 1,758 (1,568) – 190 Other temporary differences (627) 1,095 (335) (47) 713 31 March 20211 (2,994) 36,872 (6,563) (10,835) 19,474 At 31 March 2021, analysed in the balance sheet, after offset of balances within countries, as: €m Deferred tax asset 21,569 Deferred tax liability (2,095) 31 March 20211 19,474 Note: 1 The Group does not discount deferred tax assets. This is in accordance with IAS 12. Strategic report Governance Financials Other information 156 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 157 Vodafone Group Plc Annual Report 2022 Factors affecting the tax charge in future years The Group’s future tax charge, and effective tax rate, could be affected by several factors including; tax reform in countries around the world, including any arising from the OECD’s or European Commission’s work on the taxation of the digital economy and European Commission initiatives such as the proposed tax and financial reporting directive or as a consequence of state aid investigations, future corporate acquisitions and disposals, any restructuring of our businesses and the resolution of open tax issues (see below). On 25 April 2019, the European Commission published its full decision in relation to its investigation into the ‘group financing exemption’ (GFE) in the UK’s controlled foreign company rules and whether the GFE constituted unlawful State Aid. It concluded the GFE does not constitute unlawful state aid when the managing of the financing activities is outside the UK. We consider that the Group’s Luxembourg financing activities are properly established and operate in accordance with EU and local law as well as the OECD’s transfer pricing guidelines and on 27 May 2021 the UK tax authorities confirmed it reached the view Vodafone was not in receipt of any state aid relating to the GFE. The European Commission has indicated it agrees with this conclusion The Group is routinely subject to audit by tax authorities in the territories in which it operates. The Group considers each issue on its merits and, where appropriate, holds provisions in respect of the potential tax liability that may arise. As at 31 March 2022, the Group holds provisions for such potential liabilities of €463 million (2021: €606 million). These provisions relate to multiple issues, across the jurisdictions in which the Group operates. The reduction during the year is primarily a result of the closure of state tax audits in the US. As the tax impact of a transaction can be uncertain until a conclusion is reached with the relevant tax authority or through a legal process, the amount ultimately paid may differ materially from the amount accrued and could therefore affect the Group's overall profitability and cash flows in future periods. See Note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements. At 31 March 2022, the gross amount and expiry dates of losses available for carry forward are as follows: Expiring Expiring within beyond 5 years 6 years Unlimited Total €m €m €m €m Losses for which a deferred tax asset is recognised 19 259 79,848 80,126 Losses for which no deferred tax is recognised 334 13,162 23,928 37,424 353 13,421 103,776 117,550 At 31 March 2021, the gross amount and expiry dates of losses available for carry forward were as follows: Expiring Expiring within beyond 5 years 6 years Unlimited* Total €m €m €m €m Losses for which a deferred tax asset is recognised 63 222 86,623 86,908 Losses for which no deferred tax is recognised 245 13,217 26,290 39,752 308 13,439 112,913 126,660 Deferred tax assets on losses in Luxembourg Included in the table above are losses of €65,348 million (2021: €72,552 million*) that have arisen in Luxembourg companies. A deferred tax asset of €16,298 million (2021: €17,394 million) has been recognised in respect of these losses, as we conclude it is probable that the Luxembourg entities will continue to generate taxable profits in the future against which we can utilise these losses. These tax losses principally arose from historical impairments, primarily following the acquisition of the Mannesmann Group in 2000. These losses arose prior to the 2017 tax reform in Luxembourg and are available to carry forward indefinitely. The Luxembourg companies hold investments in the Group’s operating companies which are assessed for impairment for local GAAP financial statements using the Group’s recoverable value calculations (see Note 4 ‘Impairment losses’). The recognition or reversal of impairments is recorded in the local GAAP financial statements and therefore the carrying values and valuation methodology differs from the goodwill assessment for the Group’s consolidated financial statements. This assessment can give rise to tax deductible impairments or taxable reversals of previous impairments. Following the 2017 tax reform in Luxembourg, tax losses expire after 17 years and are only used after any pre-existing losses. In the year ended 31 March 2020 the Luxembourg companies had tax deductible impairments resulting in additional tax losses. No deferred tax asset is recognised for these losses on the basis that they are not forecast to be used prior to the expiry of their 17 year life. In a period where pre- existing tax losses are not utilised due to impairments arising the forecast utilisation timeframe extends by one year. The reversal of impairments can result in a significant reduction to our deferred tax assets and the period over which these assets can be utilised. In the year ended 31 March 2022 a reversal of previous impairments of €6 billion (2021: €9 billion* - previously €12 billion) has arisen in Luxembourg. This represents taxable income against which the brought forward losses can be used. This is the main driver of the reduction in the losses, and the associated deferred tax asset, compared to the prior period. The Luxembourg companies’ recurring profits are derived from the Group’s internal financing, centralised procurement, and international roaming activities. These activities have consistently generated taxable profits of over €1bn per annum throughout their existence. The Group has reviewed the latest 5 year forecasts for the Luxembourg companies, including their ability to continue to generate income beyond this period. The forecasts consider the impact of the current market conditions on the existing financing activities, including the current view of interest rates, levels of intragroup financing, as well as the future profits generated from the procurement and roaming activities. The valuations take into account all information at the balance sheet date and the Group does not forecast potential future impairments or reversals of impairments. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 156 Vodafone Group Plc Annual Report 2022 2020 6. Taxation (continued) Deferred tax Analysis of movements in the net deferred tax asset balance during the year: €m 1 April 2021 19,474 Foreign exchange movements (29) Charged to the income statement (217) Charged directly to OCI (648) Charged directly to equity – Arising on acquisitions and disposals (11) 31 March 20221 18,569 Deferred tax assets and liabilities, before offset of balances within countries, are as follows: Amount Net credited/ recognised (expensed) Gross Gross Less deferred tax in income deferred deferred tax amounts (liability)/ statement tax asset liability unrecognised asset €m €m €m €m €m Accelerated tax depreciation 672 2,589 (1,361) (58) 1,170 Intangible assets 643 666 (1,801) 11 (1,124) Tax losses (1,450) 28,977 – (10,341) 18,636 Treasury related items (90) 616 (372) (562) (318) Temporary differences relating to revenue recognition (9) 3 (666) – (663) Temporary differences relating to leases (3) 1,754 (1,577) – 177 Other temporary differences 20 1,148 (379) (78) 691 31 March 20221 (217) 35,753 (6,156) (11,028) 18,569 Analysed in the balance sheet, after offset of balances within countries, as: €m Deferred tax asset 19,089 Deferred tax liability (520) 31 March 20221 18,569 At 31 March 2021, deferred tax assets and liabilities, before offset of balances within countries, were as follows: Amount Net credited/ recognised (expensed) Gross Gross Less deferred tax in income deferred deferred tax amounts (liability)/ statement tax asset* liability* unrecognised* asset €m €m €m €m €m Accelerated tax depreciation 716 2,331 (2,034) (9) 288 Intangible assets 336 434 (1,938) 13 (1,491) Tax losses (3,292) 30,490 – (10,400) 20,090 Treasury related items (9) 761 (37) (392) 332 Temporary differences relating to revenue recognition (84) 3 (651) – (648) Temporary differences relating to leases (34) 1,758 (1,568) – 190 Other temporary differences (627) 1,095 (335) (47) 713 31 March 20211 (2,994) 36,872 (6,563) (10,835) 19,474 At 31 March 2021, analysed in the balance sheet, after offset of balances within countries, as: €m Deferred tax asset 21,569 Deferred tax liability (2,095) 31 March 20211 19,474 Note: 1 The Group does not discount deferred tax assets. This is in accordance with IAS 12. Strategic report Governance Financials Other information 157 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 158 Vodafone Group Plc Annual Report 2021 2020 6. Taxation (continued) This assessment also included a review of the commercial structures supporting the profits generated from these activities and considered the factors, under the Group’s control, which could impact the ability of these activities to generate taxable profits. We have assessed that the current structure continues to be sustainable under the tax laws substantively enacted at the balance sheet date and the Group’s intentions to keep these activities in Luxembourg remains unchanged. Based on the current forecasts, €3,546 million (2021: €2,881 million) of the deferred tax asset is forecast to be used within the next 10 years, and €6,953 million (2021: €4,891 million) used within 20 years. The losses are projected to be fully utilised over the next 45 to 48 years. The decrease in the recovery period over the prior year is principally a result of higher interest rates, driving margins up on existing financing activities combined with the reversal of previously tax deductible impairments. These same factors also meant the Group recognised €699m of previously unrecognised deferred tax asset as the latest forecast show these losses will be used within 60 years. The Group previously did not recognise the asset as the losses were forecast to be used beyond 60 years. An increase or decrease in the forecast income in Luxembourg in each year of 5%-10% would change the period over which the losses will be fully utilised by 2 to 5 years. The Group uses a change in forecast income to understand the impact that a change in interest rates or level of debt advanced by the Luxembourg companies could have on the recovery period of the losses. Any future changes in tax law, including those driven by OECD, EU or domestic tax reforms or the structure of the Group could have a significant effect on the use of the Luxembourg losses, including the period over which these losses can be utilised. The Group has reviewed the OECD model rules and supporting commentary and does not anticipate a significant impact on its ability to continue to use our losses in Luxembourg. On the basis that future changes in tax laws are unknown, the profit forecasts assume that existing tax laws continue. Based on the above factors the Group concludes that it is probable that the Luxembourg companies will continue to generate taxable profits in the future against which it will use these losses. In addition to the above, €13,298 million (2021; €12,975 million) of the Group’s Luxembourg losses expire after 12-17 years and no deferred tax asset is recognised as they will expire before we can use these losses. The remaining losses do not expire. We also have €9,136 million (2021: €9,136 million) of Luxembourg losses in a former Cable & Wireless Worldwide Group company, for which no deferred tax asset has been recognised as it is uncertain whether these losses will be utilised. Deferred tax assets on losses in Germany The Group has tax losses of €13,955 million (2021: €16,296 million) in Germany arising on the write down of investments in Germany in 2000. The losses are available to use against both German federal and trade tax liabilities and they do not expire. A deferred tax asset of €2,170 million (2021: €2,529 million) has been recognised in respect of these losses as we conclude it is probable that the German business will continue to generate taxable profits in the future against which we can utilise these losses. The Group has reviewed the latest forecasts for the German business which incorporate the unsystematic risks of operating in the telecommunications business (see page 146). In the period beyond the 5 year forecast we have reviewed the profits inherent in the terminal period and based on these and our expectations for the German business we believe it is probable the German losses will be fully utilised. Based on the current forecasts the losses will be fully utilised over the next 4 to 8 years. This period has decreased compared to the prior year as a result of restructuring the German businesses. A 5%-10% change in the forecast profits of the German business would alter the utilisation period by 1 year. Deferred tax assets on losses in Spain The Group has tax losses of €4,627 million (2021: €4,334 million) which are available to offset against the future profits of the Grupo Corporativo ONO business. The losses do not expire, and no deferred tax asset is recognised for these losses due to the trading environment in Spain. Deferred tax assets in Italy The Group has a recognised deferred tax asset of €411 million (2021: €162 million), including €71 million (2021: €27 million) relating to tax losses in Italy. The deferred tax asset increased in the year following a revaluation of the Italian business’s assets for tax purposes. The Italian business has historically been profitable and is forecasted to return to profitability, absent the impacts from the revaluation of assets, in the short term. Other tax losses The Group has losses amounting to €8,444 million (2021: €8,285 million) in respect of UK subsidiaries which are only available for offset against future capital gains and since it is uncertain whether these losses will be utilised, no deferred tax asset has been recognised, as in the prior year. The remaining losses relate to a number of other jurisdictions across the Group. There are also €2,365 million (2021: €2,092 million) of unrecognised temporary differences relating to treasury items and other items. Impact of climate risks The recovery of the Group’s deferred tax assets is dependent on its forecasts of future profitability and the climate related risks identified on page 148 have been considered in the Group’s assessment of the recovery of those assets. The Group does not expect the climate related risks to have an impact on the ability of Luxembourg to continue to provide the internal financing, procurement, and roaming activities to other members of the Group. Unremitted earnings No deferred tax liability has been recognised in respect of a further €8,599 million (2021: €7,522 million) of unremitted earnings of subsidiaries because the Group is in a position to control the timing of the reversal of the temporary difference, and it is probable that such differences will not reverse in the foreseeable future. It is not practicable to estimate the amount of unrecognised deferred tax liabilities in respect of these unremitted earnings. Strategic report Governance Financials Other information 158 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 159 Vodafone Group Plc Annual Report 2022 7. Discontinued operations and assets held for sale The Group classifies certain of its assets that it expects to dispose as either discontinued operations or as held for sale. The Group classifies non-current assets and assets and liabilities within disposal groups (‘assets’) as held for sale if the assets are available immediately for sale in their present condition, management is committed to a plan to sell the assets under usual terms, it is highly probable that their carrying amounts will be recovered principally through a sale transaction rather than through continuing use and the sale is expected to be completed within one year from the date of the initial classification. Assets and liabilities classified as held for sale are presented separately as current items in the consolidated statement of financial position and are measured at the lower of their carrying amount and fair value less costs to sell. Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale; this also applies in respect of assets held by equity accounted associates and joint ventures. Where operations constitute a separately reportable segment (see note 2 ‘Revenue disaggregation and segmental analysis’) and have been disposed of, or are classified as held for sale, the Group classifies such operations as discontinued. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the Group consolidated income statement. Discontinued operations are also excluded from segment reporting. All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise. Discontinued operations The Group did not have any discontinued operations in the year ended 31 March 2022 or the comparative years ended 31 March 2021 and 31 March 2020. Assets held for sale Assets held for sale at 31 March 2022 comprise the Group’s 21.0% interest in Indus Towers (2021: 28.1%). The Group’s interest in Indus Towers has been provided as security against both certain bank borrowings (see note 21 ‘Borrowings’) and partly to the pledges provided to the new Indus Towers entity under the terms of the merger between erstwhile Indus Towers and Bharti Infratel (see note 29 ‘Contingent liabilities and legal proceedings’). The relevant assets are detailed in the table below. 2022 2021 €m €m Non-current assets Investments in associates and joint ventures 959 1,257 Assets held for sale 959 1,257 N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 158 Vodafone Group Plc Annual Report 2021 2020 6. Taxation (continued) This assessment also included a review of the commercial structures supporting the profits generated from these activities and considered the factors, under the Group’s control, which could impact the ability of these activities to generate taxable profits. We have assessed that the current structure continues to be sustainable under the tax laws substantively enacted at the balance sheet date and the Group’s intentions to keep these activities in Luxembourg remains unchanged. Based on the current forecasts, €3,546 million (2021: €2,881 million) of the deferred tax asset is forecast to be used within the next 10 years, and €6,953 million (2021: €4,891 million) used within 20 years. The losses are projected to be fully utilised over the next 45 to 48 years. The decrease in the recovery period over the prior year is principally a result of higher interest rates, driving margins up on existing financing activities combined with the reversal of previously tax deductible impairments. These same factors also meant the Group recognised €699m of previously unrecognised deferred tax asset as the latest forecast show these losses will be used within 60 years. The Group previously did not recognise the asset as the losses were forecast to be used beyond 60 years. An increase or decrease in the forecast income in Luxembourg in each year of 5%-10% would change the period over which the losses will be fully utilised by 2 to 5 years. The Group uses a change in forecast income to understand the impact that a change in interest rates or level of debt advanced by the Luxembourg companies could have on the recovery period of the losses. Any future changes in tax law, including those driven by OECD, EU or domestic tax reforms or the structure of the Group could have a significant effect on the use of the Luxembourg losses, including the period over which these losses can be utilised. The Group has reviewed the OECD model rules and supporting commentary and does not anticipate a significant impact on its ability to continue to use our losses in Luxembourg. On the basis that future changes in tax laws are unknown, the profit forecasts assume that existing tax laws continue. Based on the above factors the Group concludes that it is probable that the Luxembourg companies will continue to generate taxable profits in the future against which it will use these losses. In addition to the above, €13,298 million (2021; €12,975 million) of the Group’s Luxembourg losses expire after 12-17 years and no deferred tax asset is recognised as they will expire before we can use these losses. The remaining losses do not expire. We also have €9,136 million (2021: €9,136 million) of Luxembourg losses in a former Cable & Wireless Worldwide Group company, for which no deferred tax asset has been recognised as it is uncertain whether these losses will be utilised. Deferred tax assets on losses in Germany The Group has tax losses of €13,955 million (2021: €16,296 million) in Germany arising on the write down of investments in Germany in 2000. The losses are available to use against both German federal and trade tax liabilities and they do not expire. A deferred tax asset of €2,170 million (2021: €2,529 million) has been recognised in respect of these losses as we conclude it is probable that the German business will continue to generate taxable profits in the future against which we can utilise these losses. The Group has reviewed the latest forecasts for the German business which incorporate the unsystematic risks of operating in the telecommunications business (see page 146). In the period beyond the 5 year forecast we have reviewed the profits inherent in the terminal period and based on these and our expectations for the German business we believe it is probable the German losses will be fully utilised. Based on the current forecasts the losses will be fully utilised over the next 4 to 8 years. This period has decreased compared to the prior year as a result of restructuring the German businesses. A 5%-10% change in the forecast profits of the German business would alter the utilisation period by 1 year. Deferred tax assets on losses in Spain The Group has tax losses of €4,627 million (2021: €4,334 million) which are available to offset against the future profits of the Grupo Corporativo ONO business. The losses do not expire, and no deferred tax asset is recognised for these losses due to the trading environment in Spain. Deferred tax assets in Italy The Group has a recognised deferred tax asset of €411 million (2021: €162 million), including €71 million (2021: €27 million) relating to tax losses in Italy. The deferred tax asset increased in the year following a revaluation of the Italian business’s assets for tax purposes. The Italian business has historically been profitable and is forecasted to return to profitability, absent the impacts from the revaluation of assets, in the short term. Other tax losses The Group has losses amounting to €8,444 million (2021: €8,285 million) in respect of UK subsidiaries which are only available for offset against future capital gains and since it is uncertain whether these losses will be utilised, no deferred tax asset has been recognised, as in the prior year. The remaining losses relate to a number of other jurisdictions across the Group. There are also €2,365 million (2021: €2,092 million) of unrecognised temporary differences relating to treasury items and other items. Impact of climate risks The recovery of the Group’s deferred tax assets is dependent on its forecasts of future profitability and the climate related risks identified on page 148 have been considered in the Group’s assessment of the recovery of those assets. The Group does not expect the climate related risks to have an impact on the ability of Luxembourg to continue to provide the internal financing, procurement, and roaming activities to other members of the Group. Unremitted earnings No deferred tax liability has been recognised in respect of a further €8,599 million (2021: €7,522 million) of unremitted earnings of subsidiaries because the Group is in a position to control the timing of the reversal of the temporary difference, and it is probable that such differences will not reverse in the foreseeable future. It is not practicable to estimate the amount of unrecognised deferred tax liabilities in respect of these unremitted earnings. Strategic report Governance Financials Other information 159 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 160 Vodafone Group Plc Annual Report 2021 2020 8. Earnings per share Basic earnings per share is the amount of profit generated for the financial year attributable to equity shareholders divided by the weighted average number of shares in issue during the year. 2022 2021 2020 Millions Millions Millions Weighted average number of shares for basic earnings per share 29,012 29,592 29,422 Effect of dilutive potential shares: restricted shares and share options 97 91 – Weighted average number of shares for diluted earnings per share 29,109 29,683 29,422 2022 2021 2020 €m €m €m Profit/(loss) for earnings per share from continuing operations 2,088 112 (920) Profit/(loss) for basic and diluted earnings per share 2,088 112 (920) eurocents eurocents eurocents Basic earnings/(loss) per share from continuing operations 7.20c 0.38c (3.13)c Basic earnings/(loss) per share 7.20c 0.38c (3.13)c eurocents eurocents eurocents Diluted earnings/(loss) per share from continuing operations 7.17c 0.38c (3.13)c Diluted earnings/(loss) per share 7.17c 0.38c (3.13)c 9. Equity dividends Dividends are one type of shareholder return, historically paid to our shareholders in February and August. 2022 2021 2020 €m €m €m Declared during the financial year Final dividend for the year ended 31 March 2021: 4.50 eurocents per share 1,254 1,205 1,112 (2020: 4.50 eurocents per share, 2019: 4.16 eurocents per share) Interim dividend for the year ended 31 March 2022: 4.50 eurocents per share 1,229 1,207 1,205 (2021: 4.50 eurocents per share, 2020: 4.50 eurocents per share) 2,483 2,412 2,317 Proposed after the end of the year and not recognised as a liability Final dividend for the year ended 31 March 2022: 4.50 eurocents per share 1,265 1,260 1,205 (2021: 4.50 eurocents per share, 2020: 4.50 eurocents per share) Strategic report Governance Financials Other information 160 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 161 Vodafone Group Plc Annual Report 2022 10. Intangible assets The statement of financial position contains significant intangible assets, mainly in relation to goodwill and licences and spectrum. Goodwill, which arises when we acquire a business and pay a higher amount than the fair value of its net assets primarily due to the synergies we expect to create, is not amortised but is subject to annual impairment reviews. Licences and spectrum are amortised over the life of the licence. For further details see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation ‘ to the consolidated financial statements. Accounting policies Identifiable intangible assets are recognised when the Group controls the asset, it is probable that future economic benefits attributed to the asset will flow to the Group and the cost of the asset can be reliably measured. Identifiable intangible assets are recognised at fair value when the Group completes a business combination. The determination of the fair values of the separately identified intangibles, is based, to a considerable extent, on management’s judgement. Goodwill Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may be impaired. Goodwill is denominated in the currency of the acquired entity and revalued to the closing exchange rate at each reporting period date. Negative goodwill arising on an acquisition is recognised directly in the income statement. On disposal of a subsidiary or a joint arrangement, the attributable amount of goodwill is included in the determination of the profit or loss recognised in the income statement on disposal. Finite lived intangible assets Intangible assets with finite lives are stated at acquisition or development cost, less accumulated amortisation. The amortisation period and method is reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. Licence and spectrum fees Amortisation periods for licence and spectrum fees are determined primarily by reference to the unexpired licence period, the conditions for licence renewal and whether licences are dependent on specific technologies. Amortisation is charged to the income statement on a straight- line basis over the estimated useful lives from the commencement of related network services. Computer software Computer software comprises software purchased from third parties as well as the cost of internally developed software. Computer software licences are capitalised on the basis of the costs incurred to acquire and bring into use the specific software. Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and are probable of producing future economic benefits, are recognised as intangible assets. Direct costs of software development include employee costs and directly attributable overheads. Software integral to an item of hardware equipment is classified as property, plant and equipment. Costs associated with maintaining software programs are recognised as an expense when they are incurred. Amortisation is charged to the income statement on a straight-line basis over the estimated useful life from the date the software is available for use. Other intangible assets Other intangible assets, including brands and customer bases, are recorded at fair value at the date of acquisition. Amortisation is charged to the income statement, over the estimated useful lives of intangible assets from the date they are available for use, on a straight-line basis. The amortisation basis adopted for each class of intangible asset reflects the Group’s consumption of the economic benefit from that asset. Estimated useful lives The estimated useful lives of finite lived intangible assets are as follows: – Licence and spectrum fees 3 - 40 years – Computer software 3 - 5 years – Brands 1 - 10 years – Customer bases 2 - 32 years N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 160 Vodafone Group Plc Annual Report 2021 2020 8. Earnings per share Basic earnings per share is the amount of profit generated for the financial year attributable to equity shareholders divided by the weighted average number of shares in issue during the year. 2022 2021 2020 Millions Millions Millions Weighted average number of shares for basic earnings per share 29,012 29,592 29,422 Effect of dilutive potential shares: restricted shares and share options 97 91 – Weighted average number of shares for diluted earnings per share 29,109 29,683 29,422 2022 2021 2020 €m €m €m Profit/(loss) for earnings per share from continuing operations 2,088 112 (920) Profit/(loss) for basic and diluted earnings per share 2,088 112 (920) eurocents eurocents eurocents Basic earnings/(loss) per share from continuing operations 7.20c 0.38c (3.13)c Basic earnings/(loss) per share 7.20c 0.38c (3.13)c eurocents eurocents eurocents Diluted earnings/(loss) per share from continuing operations 7.17c 0.38c (3.13)c Diluted earnings/(loss) per share 7.17c 0.38c (3.13)c 9. Equity dividends Dividends are one type of shareholder return, historically paid to our shareholders in February and August. 2022 2021 2020 €m €m €m Declared during the financial year Final dividend for the year ended 31 March 2021: 4.50 eurocents per share 1,254 1,205 1,112 (2020: 4.50 eurocents per share, 2019: 4.16 eurocents per share) Interim dividend for the year ended 31 March 2022: 4.50 eurocents per share 1,229 1,207 1,205 (2021: 4.50 eurocents per share, 2020: 4.50 eurocents per share) 2,483 2,412 2,317 Proposed after the end of the year and not recognised as a liability Final dividend for the year ended 31 March 2022: 4.50 eurocents per share 1,265 1,260 1,205 (2021: 4.50 eurocents per share, 2020: 4.50 eurocents per share) Strategic report Governance Financials Other information 161 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 162 Vodafone Group Plc Annual Report 2022 2020 10. Intangible assets (continued) Licence and Computer Customer Goodwill spectrum fees1 software bases Other Total €m €m €m €m €m €m Cost 1 April 2020 99,170 32,691 16,768 11,964 453 161,046 Exchange movements 107 234 43 144 11 539 Arising on acquisition 87 – – 200 – 287 Additions – 896 2,462 1 8 3,367 Disposals – (293) (1,651) (1) (2) (1,947) Other – – 211 – (4) 207 31 March 2021 99,364 33,528 17,833 12,308 466 163,499 Exchange movements (21) (148) (60) 80 1 (148) Arising on acquisition (10) – – 54 – 44 Additions – 901 2,727 – 7 3,635 Disposals – (356) (2,823) – (1) (3,180) Other – 1 36 – (10) 27 31 March 2022 99,333 33,926 17,713 12,442 463 163,877 Accumulated impairment losses and amortisation 1 April 2020 67,792 20,360 11,737 6,705 443 107,037 Exchange movements (159) 255 3 131 11 241 Amortisation charge for the year – 1,721 2,210 488 2 4,421 Disposals – (293) (1,643) – (1) (1,937) Other – – 189 – (1) 188 31 March 2021 67,633 22,043 12,496 7,324 454 109,950 Exchange movements (184) (35) (72) 70 1 (220) Amortisation charge for the year – 1,306 2,225 509 4 4,044 Disposals – (351) (2,821) – (1) (3,173) Other – – 39 – (7) 32 31 March 2022 67,449 22,963 11,867 7,903 451 110,633 Net book value 31 March 2021 31,731 11,485 5,337 4,984 12 53,549 31 March 2022 31,884 10,963 5,846 4,539 12 53,244 Note: 1 Includes €229 million in relation to licences and spectrum issued in the UK, which was settled from a deposit made in the year ended 31 March 2021 as part of the auction process. The consolidated statement of cash flows for the year ended 31 March 2022 includes a return of €167 million in relation to the portion of the deposit refunded. For licences and spectrum fees and other intangible assets, amortisation is included within the cost of sales line within the consolidated income statement. Included in the net book value of computer software are assets in the course of construction, which are not depreciated, with a cost of €1,955m (2021: €1,541m). The net book value and expiry dates of the most significant licences are as follows: 2022 2021 Expiry dates €m €m Germany 2025/2033/2040 3,270 3,564 Italy 2029/2037 3,415 3,429 UK 2023/2033/2038/2041 1,209 1,383 Spain 2028/2030/2031/2038/2041 809 567 The remaining amortisation period for each of the licences in the table above corresponds to the expiry date of the respective licence. A summary of the Group’s most significant spectrum licences can be found on page 247. Strategic report Governance Financials Other information 162 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 163 Vodafone Group Plc Annual Report 2022 11. Property, plant and equipment The Group makes significant investments in network equipment and infrastructure – the base stations and technology required to operate our networks – that form the majority of our tangible assets. All assets are depreciated over their useful economic lives. For further details on the estimation of useful economic lives, see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation ‘to the consolidated financial statements. Accounting policies Land and buildings held for use are stated in the statement of financial position at their cost, less any accumulated depreciation and any accumulated impairment losses. Amounts for equipment, fixtures and fittings, which includes network infrastructure assets are stated at cost less accumulated depreciation and any accumulated impairment losses. Assets in the course of construction are carried at cost, less any recognised impairment losses. Depreciation of these assets commences when the assets are ready for their intended use. The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation. Depreciation is charged so as to write off the cost of assets, other than land, using the straight-line method, over their estimated useful lives, as follows: Land and buildings – Freehold buildings 25 - 50 years – Leasehold premises the term of the lease Equipment, fixtures and fittings – Network infrastructure and other 1 - 35 years Depreciation is not provided on freehold land. Right-of-use assets arising from the Group’s lease arrangements are depreciated over their reasonably certain lease term, as determined under the Group’s leases policy (see note 20 ‘Leases’ and ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 for details). The gain or loss arising on the disposal, retirement or granting of a finance lease on an item of property, plant and equipment is determined as the difference between any proceeds from sale or receivables arising on a lease and the carrying amount of the asset and is recognised in the income statement. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 162 Vodafone Group Plc Annual Report 2022 2020 10. Intangible assets (continued) Licence and Computer Customer Goodwill spectrum fees1 software bases Other Total €m €m €m €m €m €m Cost 1 April 2020 99,170 32,691 16,768 11,964 453 161,046 Exchange movements 107 234 43 144 11 539 Arising on acquisition 87 – – 200 – 287 Additions – 896 2,462 1 8 3,367 Disposals – (293) (1,651) (1) (2) (1,947) Other – – 211 – (4) 207 31 March 2021 99,364 33,528 17,833 12,308 466 163,499 Exchange movements (21) (148) (60) 80 1 (148) Arising on acquisition (10) – – 54 – 44 Additions – 901 2,727 – 7 3,635 Disposals – (356) (2,823) – (1) (3,180) Other – 1 36 – (10) 27 31 March 2022 99,333 33,926 17,713 12,442 463 163,877 Accumulated impairment losses and amortisation 1 April 2020 67,792 20,360 11,737 6,705 443 107,037 Exchange movements (159) 255 3 131 11 241 Amortisation charge for the year – 1,721 2,210 488 2 4,421 Disposals – (293) (1,643) – (1) (1,937) Other – – 189 – (1) 188 31 March 2021 67,633 22,043 12,496 7,324 454 109,950 Exchange movements (184) (35) (72) 70 1 (220) Amortisation charge for the year – 1,306 2,225 509 4 4,044 Disposals – (351) (2,821) – (1) (3,173) Other – – 39 – (7) 32 31 March 2022 67,449 22,963 11,867 7,903 451 110,633 Net book value 31 March 2021 31,731 11,485 5,337 4,984 12 53,549 31 March 2022 31,884 10,963 5,846 4,539 12 53,244 Note: 1 Includes €229 million in relation to licences and spectrum issued in the UK, which was settled from a deposit made in the year ended 31 March 2021 as part of the auction process. The consolidated statement of cash flows for the year ended 31 March 2022 includes a return of €167 million in relation to the portion of the deposit refunded. For licences and spectrum fees and other intangible assets, amortisation is included within the cost of sales line within the consolidated income statement. Included in the net book value of computer software are assets in the course of construction, which are not depreciated, with a cost of €1,955m (2021: €1,541m). The net book value and expiry dates of the most significant licences are as follows: 2022 2021 Expiry dates €m €m Germany 2025/2033/2040 3,270 3,564 Italy 2029/2037 3,415 3,429 UK 2023/2033/2038/2041 1,209 1,383 Spain 2028/2030/2031/2038/2041 809 567 The remaining amortisation period for each of the licences in the table above corresponds to the expiry date of the respective licence. A summary of the Group’s most significant spectrum licences can be found on page 247. Strategic report Governance Financials Other information 163 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 164 Vodafone Group Plc Annual Report 2022 2020 11. Property, plant and equipment (continued) Equipment, Land and fixtures buildings and fittings Total €m €m €m Cost 1 April 2020 2,261 72,305 74,566 Exchange movements 25 188 213 Arising on acquisition 74 19 93 Additions 47 5,666 5,713 Disposals (100) (2,512) (2,612) Other 8 308 316 31 March 2021 2,315 75,974 78,289 Exchange movements 1 (265) (264) Arising on acquisition (74) 44 (30) Additions 41 5,845 5,886 Disposals (200) (2,280) (2,480) Other 263 2 265 31 March 2022 2,346 79,320 81,666 Accumulated depreciation and impairment 1 April 2020 1,269 44,933 46,202 Exchange movements 8 114 122 Charge for the year 39 5,727 5,766 Disposals (97) (2,448) (2,545) Other (3) 77 74 31 March 2021 1,216 48,403 49,619 Exchange movements 3 (171) (168) Charge for the year 117 5,740 5,857 Disposals (191) (2,240) (2,431) Other 224 (223) 1 31 March 2022 1,369 51,509 52,878 Net book value 31 March 2021 1,099 27,571 28,670 31 March 2022 977 27,811 28,788 Included in the net book value of land and buildings and equipment, fixtures and fittings are assets in the course of construction, which are not depreciated, with a cost of €12 million (2021: €15 million) and €2,353 million (2021: €2,243 million) respectively. Also included in the book value of equipment, fixtures and fittings are assets leased out by the Group under operating leases, with a cost of €2,998 million (2021: €2,930 million), accumulated depreciation of €2,050 million (2021: €1,828 million) and net book value of €948 million (2021: €1,102 million). Right-of-use assets arising from the Group’s lease arrangements are recorded within property, plant and equipment: 2022 2021 €m €m Property, plant and equipment (owned assets) 28,788 28,670 Right-of-use assets1 12,016 12,573 31 March 40,804 41,243 Note: 1 Additions of €3,828 million (2021: €5,306 million) and a depreciation charge of €3,944 million (2021: €3,914 million) were recorded in respect of right-of-use assets during the year to 31 March 2022. Strategic report Governance Financials Other information 164 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 165 Vodafone Group Plc Annual Report 2022 12. Investments in associates and joint arrangements The Group holds interests in associates in Kenya and in India, where we have significant influence, as well as in a number of joint arrangements in the UK, Italy, the Netherlands, India and Australia, where we share control with one or more third parties. For further details see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation ‘to the consolidated financial statements. Accounting policies Interests in joint arrangements A joint arrangement is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control; that is, when the relevant activities that significantly affect the investee’s returns require the unanimous consent of the parties sharing control. Joint arrangements are either joint operations or joint ventures. Gains or losses resulting from the contribution or sale of a subsidiary as part of the formation of a joint arrangement are recognised in respect of the Group’s entire equity holding in the subsidiary. Joint operations A joint operation is a joint arrangement whereby the parties that have joint control have the rights to the assets, and obligations for the liabilities, relating to the arrangement or that other facts and circumstances indicate that this is the case. The Group’s share of assets, liabilities, revenue, expenses and cash flows are combined with the equivalent items in the financial statements on a line-by-line basis. Any goodwill arising on the acquisition of the Group’s interest in a joint operation is accounted for in accordance with the Group’s accounting policy for goodwill arising on the acquisition of a subsidiary. Joint ventures A joint venture is a joint arrangement whereby the parties that have joint control have the rights to the net assets of the arrangement. At the date of acquisition, any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the joint venture is recognised as goodwill. The goodwill is included within the carrying amount of the investment. The results and assets and liabilities of joint ventures, other than those joint ventures or part thereof that are held for sale (see note 7 ‘Discontinued operations and assets and liabilities held for sale’), are incorporated in the consolidated financial statements using the equity method of accounting. Under the equity method, investments in joint ventures are carried in the consolidated statement of financial position at cost adjusted for post-acquisition changes in the Group’s share of the net assets of the joint venture, less any impairment in the value of the investment. The Group’s share of post-tax profits or losses are recognised in the consolidated income statement. Losses of a joint venture in excess of the Group’s interest in that joint venture are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture. Associates An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint arrangement. Significant influence is the power to participate in the financial and operating policy decisions of the investee but where the Group does not have control or joint control over those policies. At the date of acquisition, any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate is recognised as goodwill. The goodwill is included within the carrying amount of the investment. The results and assets and liabilities of associates are incorporated in the consolidated financial statements using the same equity method of accounting used for joint ventures, described above. Joint operations The Company’s principal joint operation has share capital consisting solely of ordinary shares and is indirectly held, and principally operates in the UK. The financial and operating activities of the operation are jointly controlled by the participating shareholders and are primarily designed for all but an insignificant amount of the output to be consumed by the shareholders. Country of incorporation or registration Percentage shareholding1 Percentage shareholding1 Name of joint operation Principal activity 2022 2021 Cornerstone Telecommunications Infrastructure Limited Network infrastructure UK 50.0 50.0 Note: 1 Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 164 Vodafone Group Plc Annual Report 2022 2020 11. Property, plant and equipment (continued) Equipment, Land and fixtures buildings and fittings Total €m €m €m Cost 1 April 2020 2,261 72,305 74,566 Exchange movements 25 188 213 Arising on acquisition 74 19 93 Additions 47 5,666 5,713 Disposals (100) (2,512) (2,612) Other 8 308 316 31 March 2021 2,315 75,974 78,289 Exchange movements 1 (265) (264) Arising on acquisition (74) 44 (30) Additions 41 5,845 5,886 Disposals (200) (2,280) (2,480) Other 263 2 265 31 March 2022 2,346 79,320 81,666 Accumulated depreciation and impairment 1 April 2020 1,269 44,933 46,202 Exchange movements 8 114 122 Charge for the year 39 5,727 5,766 Disposals (97) (2,448) (2,545) Other (3) 77 74 31 March 2021 1,216 48,403 49,619 Exchange movements 3 (171) (168) Charge for the year 117 5,740 5,857 Disposals (191) (2,240) (2,431) Other 224 (223) 1 31 March 2022 1,369 51,509 52,878 Net book value 31 March 2021 1,099 27,571 28,670 31 March 2022 977 27,811 28,788 Included in the net book value of land and buildings and equipment, fixtures and fittings are assets in the course of construction, which are not depreciated, with a cost of €12 million (2021: €15 million) and €2,353 million (2021: €2,243 million) respectively. Also included in the book value of equipment, fixtures and fittings are assets leased out by the Group under operating leases, with a cost of €2,998 million (2021: €2,930 million), accumulated depreciation of €2,050 million (2021: €1,828 million) and net book value of €948 million (2021: €1,102 million). Right-of-use assets arising from the Group’s lease arrangements are recorded within property, plant and equipment: 2022 2021 €m €m Property, plant and equipment (owned assets) 28,788 28,670 Right-of-use assets1 12,016 12,573 31 March 40,804 41,243 Note: 1 Additions of €3,828 million (2021: €5,306 million) and a depreciation charge of €3,944 million (2021: €3,914 million) were recorded in respect of right-of-use assets during the year to 31 March 2022. Strategic report Governance Financials Other information 165 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 166 Vodafone Group Plc Annual Report 2022 2020 12. Investments in associates and joint arrangements (continued) Joint ventures and associates 2022 2021 €m €m Investments in joint ventures 3,781 4,249 Investments in associates 487 421 31 March 4,268 4,670 Joint ventures The financial and operating activities of the Group’s joint ventures are jointly controlled by the participating shareholders. The participating shareholders have rights to the net assets of the joint ventures through their equity shareholdings. Unless otherwise stated, the Company’s principal joint ventures all have share capital consisting solely of ordinary shares and are all indirectly held. The country of incorporation or registration of all joint ventures is also their principal place of operation. Country of incorporation or registration Percentage shareholdings1 Percentage shareholdings1 Name of joint venture Principal activity 2022 2021 Infrastructture Wireless Italiane (INWIT) S.p.A.2 Network infrastructure Italy 33.2 33.2 VodafoneZiggo Group Holding B.V. Network operator Netherlands 50.0 50.0 TPG Telecom Limited3 Network operator Australia 25.1 25.1 Vodafone Idea Limited4 Network operator India 47.6 44.4 Notes: 1 Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent. 2 At 31 March 2022 the fair value of the Group’s interest in INWIT S.p.A. was €3,238 million (2021: €3,026 million) based on the quoted share price on the Milan Stock Exchange. 3 At 31 March 2022 the fair value of the Group’s interest in TPG Telecom Limited was AUD 2,818 million (€1,902 million) (2021: AUD 2,948 million (€1,911 million)) based on the quoted share price on ASX. 4 At 31 March 2022 the fair value of the Group’s interest in Vodafone Idea Limited was INR 148 billion (€1,750 million) (2021: INR 118 billion (€1,373 million)) based on the quoted share price on the National Stock Exchange of India. Vodafone Idea Limited The Group’s carrying value in Vodafone Idea Limited (‘VIL’) reduced to €nil at 30 September 2019. The Group’s share of VIL’s losses not recognised at 31 March 2022 is €5,120 million (31 March 2021: €3,562 million). Significant uncertainties exist in relation to VIL’s ability to generate the cash flow it requires to settle or its ability to refinance its liabilities and guarantees as they fall due (see note 29 ‘Contingent liabilities and legal proceedings’). The value of the Group’s 21.0% shareholding in Indus Towers Limited is, in part, dependent on the income generated by Indus Towers Limited from tower rentals to major customers, including VIL. Any inability of these major customers to pay such amounts in the future may result in an impairment in the carrying value (31 March 2022: €1.0 billion) of the Group’s investment in Indus Towers Limited. TPG Telecom Limited TPG Telecom Limited is listed on the Australian Securities Exchange (‘ASX’). Vodafone and Hutchison Telecommunications (Australia) Limited each own an economic interest of 25.05%, with the remaining 49.9% listed as free float on the ASX. The financial information presented in the tables below includes debt held within the structure that holds the Group’s interest in TPG. The following table provides aggregated financial information for the Group’s joint ventures as it relates to the amounts recognised in the income statement, statement of comprehensive income and statement of financial position. INWIT S.p.A. Financial information presented for INWIT S.p.A. for the years to 31 March 2022 and 31 March 2021 is based on INWIT S.p.A’s financial results and financial position as at 31 December 2021 and 31 December 2020, respectively, being the latest financial information available to the Group on completing the financial statements for each year. Investment in joint ventures Profit/(loss) from continuing operations2 2022 2021 2022 2021 2020 €m €m €m €m €m INWIT S.p.A. 2,851 2,920 27 3 – VodafoneZiggo Group Holding B.V. 822 1,190 (19) (232) (64) TPG Telecom Limited1 84 104 (5) 98 (35) Indus Towers Limited – – – – 19 Vodafone Idea Limited – – – – (2,546) Other 24 35 (14) (15) (125) Total 3,781 4,249 (11) (146) (2,751) Notes: 1 Amounts presented reflect Vodafone Hutchison Australia Pty Limited results only until the date of the merger with TPG Telecom Limited on 26 June 2020, subsequent of which the combined results are presented. 2 Total Other comprehensive (expense)/income is not materially different to profit/(loss) from continuing operations. Strategic report Governance Financials Other information 166 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 167 Vodafone Group Plc Annual Report 2022 Summarised financial information Summarised financial information for each of the Group’s material joint ventures on a 100% ownership basis is set out below. Financial information presented for the year to, and as at 31 March 2021, has been updated to reflect the release of full year financial information by VIL. As disclosed above, the Group’s investment in VIL was reduced to €nil in the year ended 31 March 2020 and the Group has not recorded any profit or loss in respect of its share of VIL’s results since that date. INWIT S.p.A. VodafoneZiggo Group Holding B.V. 2022 2021 2020 2022 2021 2020 €m €m €m €m €m €m Income statement Revenue 785 562 – 4,056 4,010 3,948 Operating expenses (70) (46) – (2,104) (2,058) (2,163) Depreciation and amortisation (513) (398) – (1,592) (1,658) (1,528) Other income – – – – 25 – Operating profit 202 118 – 360 319 257 Interest income – – – – – – Interest expense (90) (101) – (276) (658) (343) Profit/(loss) before tax 112 17 – 84 (339) (86) Income tax expense (30) (7) – (121) (125) (42) Profit/(loss) from continuing operations1 82 10 – (37) (464) (128) TPG Telecom Limited Vodafone Idea Limited 2022 2021 2020 2022 2021 2020 €m €m €m €m €m €m Income statement Revenue 3,375 3,010 2,108 4,450 4,847 5,704 Operating expenses (2,292) (2,096) (1,489) (2,802) (3,133) (4,938) Depreciation and amortisation (914) (769) (508) (2,390) (2,442) (2,426) Other income – – – (34) (2,135) (6,627) Operating profit/(loss) 169 145 111 (776) (2,863) (8,287) Interest income – 1 4 14 32 147 Interest expense (122) (201) (256) (2,297) (2,035) (1,740) Profit/(loss) before tax 47 (55) (141) (3,059) (4,866) (9,880) Income tax (expense)/credit (27) 495 – 2 – – Profit/(loss) from continuing operations1 20 440 (141) (3,057) (4,866) (9,880) Note: 1 Total Other comprehensive income/(expense) is not materially different to profit/(loss) from continuing operations. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 166 Vodafone Group Plc Annual Report 2022 2020 12. Investments in associates and joint arrangements (continued) Joint ventures and associates 2022 2021 €m €m Investments in joint ventures 3,781 4,249 Investments in associates 487 421 31 March 4,268 4,670 Joint ventures The financial and operating activities of the Group’s joint ventures are jointly controlled by the participating shareholders. The participating shareholders have rights to the net assets of the joint ventures through their equity shareholdings. Unless otherwise stated, the Company’s principal joint ventures all have share capital consisting solely of ordinary shares and are all indirectly held. The country of incorporation or registration of all joint ventures is also their principal place of operation. Country of incorporation or registration Percentage shareholdings1 Percentage shareholdings1 Name of joint venture Principal activity 2022 2021 Infrastructture Wireless Italiane (INWIT) S.p.A.2 Network infrastructure Italy 33.2 33.2 VodafoneZiggo Group Holding B.V. Network operator Netherlands 50.0 50.0 TPG Telecom Limited3 Network operator Australia 25.1 25.1 Vodafone Idea Limited4 Network operator India 47.6 44.4 Notes: 1 Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent. 2 At 31 March 2022 the fair value of the Group’s interest in INWIT S.p.A. was €3,238 million (2021: €3,026 million) based on the quoted share price on the Milan Stock Exchange. 3 At 31 March 2022 the fair value of the Group’s interest in TPG Telecom Limited was AUD 2,818 million (€1,902 million) (2021: AUD 2,948 million (€1,911 million)) based on the quoted share price on ASX. 4 At 31 March 2022 the fair value of the Group’s interest in Vodafone Idea Limited was INR 148 billion (€1,750 million) (2021: INR 118 billion (€1,373 million)) based on the quoted share price on the National Stock Exchange of India. Vodafone Idea Limited The Group’s carrying value in Vodafone Idea Limited (‘VIL’) reduced to €nil at 30 September 2019. The Group’s share of VIL’s losses not recognised at 31 March 2022 is €5,120 million (31 March 2021: €3,562 million). Significant uncertainties exist in relation to VIL’s ability to generate the cash flow it requires to settle or its ability to refinance its liabilities and guarantees as they fall due (see note 29 ‘Contingent liabilities and legal proceedings’). The value of the Group’s 21.0% shareholding in Indus Towers Limited is, in part, dependent on the income generated by Indus Towers Limited from tower rentals to major customers, including VIL. Any inability of these major customers to pay such amounts in the future may result in an impairment in the carrying value (31 March 2022: €1.0 billion) of the Group’s investment in Indus Towers Limited. TPG Telecom Limited TPG Telecom Limited is listed on the Australian Securities Exchange (‘ASX’). Vodafone and Hutchison Telecommunications (Australia) Limited each own an economic interest of 25.05%, with the remaining 49.9% listed as free float on the ASX. The financial information presented in the tables below includes debt held within the structure that holds the Group’s interest in TPG. The following table provides aggregated financial information for the Group’s joint ventures as it relates to the amounts recognised in the income statement, statement of comprehensive income and statement of financial position. INWIT S.p.A. Financial information presented for INWIT S.p.A. for the years to 31 March 2022 and 31 March 2021 is based on INWIT S.p.A’s financial results and financial position as at 31 December 2021 and 31 December 2020, respectively, being the latest financial information available to the Group on completing the financial statements for each year. Investment in joint ventures Profit/(loss) from continuing operations2 2022 2021 2022 2021 2020 €m €m €m €m €m INWIT S.p.A. 2,851 2,920 27 3 – VodafoneZiggo Group Holding B.V. 822 1,190 (19) (232) (64) TPG Telecom Limited1 84 104 (5) 98 (35) Indus Towers Limited – – – – 19 Vodafone Idea Limited – – – – (2,546) Other 24 35 (14) (15) (125) Total 3,781 4,249 (11) (146) (2,751) Notes: 1 Amounts presented reflect Vodafone Hutchison Australia Pty Limited results only until the date of the merger with TPG Telecom Limited on 26 June 2020, subsequent of which the combined results are presented. 2 Total Other comprehensive (expense)/income is not materially different to profit/(loss) from continuing operations. Strategic report Governance Financials Other information 167 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 168 Vodafone Group Plc Annual Report 2022 2020 12. Investments in associates and joint arrangements (continued) INWIT S.p.A. VodafoneZiggo Group Holding B.V. 2022 ���� 2022 2021 €m €m €m €m Statement of financial position Non-current assets 14,532 14,422 16,521 16,978 Current assets 270 256 739 911 Total assets 14,802 14,678 17,260 17,889 Equity shareholders’ funds 8,595 8,801 1,643 2,380 Non-current liabilities 5,672 5,536 13,187 13,025 Current liabilities 535 341 2,430 2,484 Cash and cash equivalents within current assets 96 120 190 330 Non-current liabilities excluding trade and other payables and provisions 5,420 5,314 13,007 12,466 Current liabilities excluding trade and other payables and provisions 319 185 1,282 1,154 TPG Telecom Limited Vodafone Idea Limited1 2022 ���� 2022 2021 €m €m €m €m Statement of financial position Non-current assets 10,638 10,272 17,267 17,975 Current assets 898 679 2,693 2,648 Total assets 11,536 10,951 19,960 20,623 Equity shareholders’ funds 3,129 3,121 (10,214) (7,457) Non-current liabilities 7,227 6,884 23,266 20,769 Current liabilities 1,180 946 6,908 7,315 Cash and cash equivalents within current assets 435 268 365 260 Non-current liabilities excluding trade and other payables and provisions 7,173 6,825 23,241 14,187 Current liabilities excluding trade and other payables and provisions 121 83 3,334 3,914 Note: 1 Includes certain amounts subject to an adjustment mechanism agreed as part of the formation of Vodafone Idea Limited. See note 29 ‘Contingent liabilities and legal proceedings’ for more detail. The Group received dividends in the year ended 31 March 2022 from VodafoneZiggo Group Holding B.V. of €350 million (2021: €209 million, 2020: €148 million) , from INWIT S.p.A of €96 million (2021: €42 million, 2020: €nil) and from TPG Telecom Ltd of €22 million (2021: €nil, 2020: nil). Strategic report Governance Financials Other information 168 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 169 Vodafone Group Plc Annual Report 2022 Reconciliation of summarised financial information The reconciliation of summarised financial information presented to the carrying amount of our interest in joint ventures is set out below: INWIT S.p.A. VodafoneZiggo Group Holding B.V. 2022 ���� 2020 2022 2021 2020 €m €m €m €m €m €m Equity shareholders’ funds 8,595 8,801 1,643 2,380 Interest in joint ventures1 2,851 2,920 822 1,190 Carrying value 2,851 2,920 822 1,190 Profit/(loss) from continuing operations 82 10 – (37) (464) (128) Share of profit/(loss)1 27 3 – (19) (232) (64) Share of profit/(loss) 27 3 – (19) (232) (64) TPG Telecom Limited Vodafone Idea Limited 2022 ���� 2020 2022 2021 2020 €m €m €m €m €m €m Equity shareholders’ funds/(deficit) 3,129 3,121 (10,214) (7,457) Interest in joint ventures1 27 50 (4,863) (3,310) Impairment – – (257) (252) Goodwill 57 54 – – Investment proportion not recognised – – 5,120 3,562 Carrying value 84 104 – – Profit/(loss) from continuing operations 20 440 (141) (3,057) (4,866) (9,880) Share of (loss)/profit1 (5) 98 (70) (1,357) (2,160) (4,386) Share of loss not recognised – – 35 1,357 2,160 1,840 Share of (loss)/profit1 (5) 98 (35) – – (2,546) Note: 1 The Group’s effective ownership percentages of Vodafone Idea Limited, VodafoneZiggo Group Holding B.V., Inwit S.p.A. and TPG Telecom Limited are 47.6%, 50.0%, 33.2% and 25.1% respectively, rounded to the nearest tenth of one percent. Associates Unless otherwise stated, the Company’s principal associates all have share capital consisting solely of ordinary shares and are all indirectly held. The country of incorporation or registration of all associates is also their principal place of operation. Country of Percentage Percentage incorporation or shareholding1 shareholding1 Name of associate Principal activity registration 2022 2021 Indus Towers Limited2 Network infrastructure India 21.0 28.1 Safaricom PLC3 Network operator Kenya 40.0 40.0 Notes: 1 Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent. 2 At 31 March 2022, the fair value of the Group’s interest in Indus Towers Limited was INR 126 billion (€1,494 million) (2021: INR 186 billion (€2,161 million)) based on the closing quoted share price on the National Stock Exchange of India. 3 At 31 March 2022, the fair value of the Group’s interest in Safaricom PLC was KES 546 billion (€4,270 million) (2021: KES 580 billion (€4,513 million)) based on the closing quoted share price on the Nairobi Stock Exchange. The Group also holds two non-voting shares. The tables below and overleaf provide aggregated financial information for the Group’s associates as it relates to the amounts recognised in the income statement, statement of comprehensive income and consolidated statement of financial position. Investment in associates Profit from continuing operations� 2022 2021 2022 2021 2020 €m €m €m €m €m Safaricom PLC 428 421 217 217 247 Indus Towers Limited1 – – – 274 – Other 59 – 5 (3) (1) Total 487 421 222 488 246 Note: 1. Indus Towers Limited was classified as held for sale at 31 March 2022 and 31 March 2021. See note 7 'Discontinued operations and assets held for sale'. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 168 Vodafone Group Plc Annual Report 2022 2020 12. Investments in associates and joint arrangements (continued) INWIT S.p.A. VodafoneZiggo Group Holding B.V. 2022 ���� 2022 2021 €m €m €m €m Statement of financial position Non-current assets 14,532 14,422 16,521 16,978 Current assets 270 256 739 911 Total assets 14,802 14,678 17,260 17,889 Equity shareholders’ funds 8,595 8,801 1,643 2,380 Non-current liabilities 5,672 5,536 13,187 13,025 Current liabilities 535 341 2,430 2,484 Cash and cash equivalents within current assets 96 120 190 330 Non-current liabilities excluding trade and other payables and provisions 5,420 5,314 13,007 12,466 Current liabilities excluding trade and other payables and provisions 319 185 1,282 1,154 TPG Telecom Limited Vodafone Idea Limited1 2022 ���� 2022 2021 €m €m €m €m Statement of financial position Non-current assets 10,638 10,272 17,267 17,975 Current assets 898 679 2,693 2,648 Total assets 11,536 10,951 19,960 20,623 Equity shareholders’ funds 3,129 3,121 (10,214) (7,457) Non-current liabilities 7,227 6,884 23,266 20,769 Current liabilities 1,180 946 6,908 7,315 Cash and cash equivalents within current assets 435 268 365 260 Non-current liabilities excluding trade and other payables and provisions 7,173 6,825 23,241 14,187 Current liabilities excluding trade and other payables and provisions 121 83 3,334 3,914 Note: 1 Includes certain amounts subject to an adjustment mechanism agreed as part of the formation of Vodafone Idea Limited. See note 29 ‘Contingent liabilities and legal proceedings’ for more detail. The Group received dividends in the year ended 31 March 2022 from VodafoneZiggo Group Holding B.V. of €350 million (2021: €209 million, 2020: €148 million) , from INWIT S.p.A of €96 million (2021: €42 million, 2020: €nil) and from TPG Telecom Ltd of €22 million (2021: €nil, 2020: nil). Strategic report Governance Financials Other information 169 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 170 Vodafone Group Plc Annual Report 2022 2020 12. Investments in associates and joint arrangements (continued) Safaricom PLC Indus Towers Limited 2022 2021 2020 2022 2021 2020 €m €m €m €m €m €m Income statement Revenue 2,318 2,083 2,310 3,122 2,421 2,365 Operating expenses (1,164) (1,030) (1,122) (1,480) (1,247) (1,336) Depreciation and amortisation (309) (299) (295) (598) (477) (268) Other income/(expense) – – – – 412 (592) Operating profit 845 754 893 1,044 1,109 169 Interest income 9 12 26 – 61 32 Interest expense (59) (27) (18) (140) (194) (196) Profit before tax 795 739 901 904 976 5 Income tax (expense)/credit (270) (197) (282) (272) (168) 39 Profit from continuing operations and total comprehensive income 525 542 619 632 808 44 Attributable to: - Owners of the parent 542 542 619 632 808 44 - Non-controlling interests (17) – – – – – Statement of financial position Non-current assets 2,173 1,333 5,359 5,271 Current assets 510 438 1,685 1,198 Total assets 2,683 1,771 7,044 6,469 Equity shareholders' funds 1,066 1,045 3,774 3,083 Non-controlling interests 312 – – – Non-current liabilities 558 131 2,101 1,936 Current liabilities 747 595 1,169 1,450 Cash and cash equivalents within current assets 241 208 278 230 Non-current liabilities excluding trade and other payables and provisions 465 93 1,795 1,656 Current liabilities excluding trade and other payables and provisions 241 149 638 906 The reconciliation of summarised financial information presented to the carrying amount of our interest in the associate is set out below. Equity shareholders' funds 1,066 1,045 3,774 3,083 Interest in associates 425 418 794 867 Goodwill 3 3 261 342 Transferred to assets held for sale – – (959) (1,257) Investment proportion not recognised – – (96) 48 Carrying value 428 421 – – Profit from continuing operations 542 542 619 632 808 44 Share of profit 217 217 247 178 306 19 Share of profit not recognised – – – (178) (32) – Share of profit 217 217 247 – 274 19 During the year ended 31 March 2022, the Group received a dividend from Indus Towers Limited of €nil (2021: €201 million, 2020: €nil) and a dividend from Safaricom PLC of €170 million (2021: €171 million, 2020: €261 million). Strategic report Governance Financials Other information 170 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 171 Vodafone Group Plc Annual Report 2022 13. Other investments The Group holds a number of other listed and unlisted investments, mainly comprising managed funds, deposits and government bonds. Accounting policies Other investments comprising debt and equity instruments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, including transaction costs. Debt securities that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost using the effective interest method, less any impairment. Debt securities that do not meet the criteria for amortised cost are measured at fair value through profit and loss. Equity securities are classified and measured at fair value through other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following derecognition of the investment. 2022 2021 €m €m Included within non-current assets Equity securities1 143 128 Debt securities2 930 797 1,073 925 Included within current assets Short-term investments: Bonds and debt securities3 1,446 1,053 Managed investment funds1 3,349 2,954 4,795 4,007 Collateral assets4 698 3,107 Other investments5 2,438 2,045 7,931 9,159 Notes: 1 Items measured at a fair value, €91 million (2021: €nil) of equity securities have a valuation basis of level 1 classification, which comprises financial instruments where fair value is determined by unadjusted quoted prices in active markets for identical assets and liabilities. The remaining items are measured at fair value and the basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. 2 Items are measured at amortised cost and have a fair value of €830 million (2021: €788 million) with a valuation basis of level 1 classification. 3 Items are measured at fair value and the valuation basis is level 1 classification. 4 Items are measured at amortised cost and the carrying amount approximates fair value. 5 Includes investments measured at a fair value of €1,460 million (2021: €1,057 million). The valuation basis is level 1. The remaining items are measured at amortised cost and the carrying amount approximates fair value. Non-current debt securities within non-current assets include €885 million (2021: €764 million) of loan notes issued by VodafoneZiggo Holding B.V. The Group invests surplus cash positions across a portfolio of short-term investments to manage liquidity and credit risk whilst achieving suitable returns. Collateral arrangements on derivative financial instruments result in cash being paid/(held), repayable when the derivatives are settled. These assets do not meet the definition of cash and cash equivalents but are included in the Group’s net debt based on their liquidity. Bonds and debt securities includes €681 million (2021: €nil) of highly liquid Japanese; €nil (2021: €499 million) German; €501 million (2021: €nil) Belgian; €200 million (2021: €554 million) French government securities and €64 million (2021: €nil) of UK government bonds. Managed investment funds of €3,349 million (2021: €2,954 million) are in funds with liquidity of up to 90 days. Collateral assets of €698 million (2021: €3,107 million) represents collateral paid on derivative financial instruments. Other investments are excluded from net debt based on their liquidity and primarily consist of restricted debt securities including amounts held in qualifying assets by Group insurance companies to meet regulatory requirements. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 170 Vodafone Group Plc Annual Report 2022 2020 12. Investments in associates and joint arrangements (continued) Safaricom PLC Indus Towers Limited 2022 2021 2020 2022 2021 2020 €m €m €m €m €m €m Income statement Revenue 2,318 2,083 2,310 3,122 2,421 2,365 Operating expenses (1,164) (1,030) (1,122) (1,480) (1,247) (1,336) Depreciation and amortisation (309) (299) (295) (598) (477) (268) Other income/(expense) – – – – 412 (592) Operating profit 845 754 893 1,044 1,109 169 Interest income 9 12 26 – 61 32 Interest expense (59) (27) (18) (140) (194) (196) Profit before tax 795 739 901 904 976 5 Income tax (expense)/credit (270) (197) (282) (272) (168) 39 Profit from continuing operations and total comprehensive income 525 542 619 632 808 44 Attributable to: - Owners of the parent 542 542 619 632 808 44 - Non-controlling interests (17) – – – – – Statement of financial position Non-current assets 2,173 1,333 5,359 5,271 Current assets 510 438 1,685 1,198 Total assets 2,683 1,771 7,044 6,469 Equity shareholders' funds 1,066 1,045 3,774 3,083 Non-controlling interests 312 – – – Non-current liabilities 558 131 2,101 1,936 Current liabilities 747 595 1,169 1,450 Cash and cash equivalents within current assets 241 208 278 230 Non-current liabilities excluding trade and other payables and provisions 465 93 1,795 1,656 Current liabilities excluding trade and other payables and provisions 241 149 638 906 The reconciliation of summarised financial information presented to the carrying amount of our interest in the associate is set out below. Equity shareholders' funds 1,066 1,045 3,774 3,083 Interest in associates 425 418 794 867 Goodwill 3 3 261 342 Transferred to assets held for sale – – (959) (1,257) Investment proportion not recognised – – (96) 48 Carrying value 428 421 – – Profit from continuing operations 542 542 619 632 808 44 Share of profit 217 217 247 178 306 19 Share of profit not recognised – – – (178) (32) – Share of profit 217 217 247 – 274 19 During the year ended 31 March 2022, the Group received a dividend from Indus Towers Limited of €nil (2021: €201 million, 2020: €nil) and a dividend from Safaricom PLC of €170 million (2021: €171 million, 2020: €261 million). Strategic report Governance Financials Other information 171 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 172 Vodafone Group Plc Annual Report 2022 2020 14. Trade and other receivables Trade and other receivables mainly consist of amounts owed to us by customers and amounts that we pay to our suppliers in advance. Derivative financial instruments with a positive market value are reported within this note as are contract assets, which represent an asset for accrued revenue in respect of goods or services delivered to customers for which a trade receivable does not yet exist, and finance lease receivables recognised where the Group acts as a lessor. See note 20 ‘Leases’ for more information on the Group’s leasing activities. Accounting policies Trade receivables represent amounts owed by customers where the right to receive payment is conditional only on the passage of time. Trade receivables that are recovered in instalments from customers over an extended period are discounted at market rates and interest revenue is accreted over the expected repayment period. Other trade receivables do not carry any interest and are stated at their nominal value. When the Group establishes a practice of selling portfolios of receivables from time to time these portfolios are recorded at fair value through other comprehensive income; all other trade receivables are recorded at amortised cost. The carrying value of all trade receivables, contract assets and finance lease receivables recorded at amortised cost is reduced by allowances for lifetime estimated credit losses. Estimated future credit losses are first recorded on the initial recognition of a receivable and are based on the ageing of the receivable balances, historical experience and forward looking considerations. Individual balances are written off when management deems them not to be collectible. 2022 2021 €m €m Included within non-current assets Trade receivables 34 52 Trade receivables held at fair value through other comprehensive income 606 278 Net investment in leases 134 104 Contract assets 495 528 Contract-related costs 630 580 Other receivables 37 76 Prepayments 231 247 Derivative financial instruments1 4,216 2,912 6,383 4,777 Included within current assets Trade receivables 3,300 3,625 Trade receivables held at fair value through other comprehensive income 802 466 Net investment in leases 66 36 Contract assets 3,056 3,038 Contract-related costs 1,403 1,364 Amounts owed by associates and joint ventures 241 184 Other receivables 869 889 Prepayments 872 1,082 Derivative financial instruments1 410 239 11,019 10,923 Note: 1 Items are measured at fair value and the valuation basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. The Group’s trade receivables and contract assets are classified at amortised cost unless stated otherwise and are measured after allowances for future expected credit losses, see note 22 ‘Capital and financial risk management’ for more information on credit risk. The carrying amounts of trade and other receivables, which are measured at amortised cost, approximate their fair value and are predominantly non-interest bearing. The Group’s contract-related costs comprise €1,967 million (2021: €1,883 million) relating to costs incurred to obtain customer contracts and €66 million (2021: €61 million) relating to costs incurred to fulfil customer contracts; an amortisation and impairment expense of €1,517 million (2021: €1,497 million) was recognised in operating profit during the year. The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate market interest rates and foreign currency rates prevailing at 31 March. Strategic report Governance Financials Other information 172 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 173 Vodafone Group Plc Annual Report 2022 15. Trade and other payables Trade and other payables mainly consist of amounts owed to suppliers that have been invoiced or are accrued and contract liabilities relating to consideration received from customers in advance. They also include taxes and social security amounts due in relation to the Group’s role as an employer. Derivative financial instruments with a negative market value are reported within this note. Accounting policies Trade payables are not interest-bearing and are stated at their nominal value. 2022 2021 €m €m Included within non-current liabilities Other payables 452 424 Accruals 28 47 Contract liabilities 530 519 Derivative financial instruments1 1,506 3,919 2,516 4,909 Included within current liabilities Trade payables 7,327 6,739 Amounts owed to associates and joint ventures 40 36 Other taxes and social security payable 1,114 1,196 Other payables 2,032 2,349 Accruals2 6,991 5,688 Contract liabilities 1,991 1,971 Derivative financial instruments1 166 91 19,661 18,070 Notes: 1 Items are measured at fair value and the valuation basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. 2 Includes €1,434 million (2021: €339 million) payable in relation to the irrevocable and non-discretionary share buyback programmes. The carrying amounts of trade and other payables approximate their fair value. Materially all of the €1,971 million recorded as current contract liabilities at 1 April 2021 was recognised as revenue during the year. Other payables included within non-current liabilities include €351 million (2021: €383 million) in respect of the re-insurance of a third party annuity policy related to the Vodafone and CWW Sections of the Vodafone UK Group Pension Scheme. The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate market interest rates and foreign currency rates prevailing at 31 March. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 172 Vodafone Group Plc Annual Report 2022 2020 14. Trade and other receivables Trade and other receivables mainly consist of amounts owed to us by customers and amounts that we pay to our suppliers in advance. Derivative financial instruments with a positive market value are reported within this note as are contract assets, which represent an asset for accrued revenue in respect of goods or services delivered to customers for which a trade receivable does not yet exist, and finance lease receivables recognised where the Group acts as a lessor. See note 20 ‘Leases’ for more information on the Group’s leasing activities. Accounting policies Trade receivables represent amounts owed by customers where the right to receive payment is conditional only on the passage of time. Trade receivables that are recovered in instalments from customers over an extended period are discounted at market rates and interest revenue is accreted over the expected repayment period. Other trade receivables do not carry any interest and are stated at their nominal value. When the Group establishes a practice of selling portfolios of receivables from time to time these portfolios are recorded at fair value through other comprehensive income; all other trade receivables are recorded at amortised cost. The carrying value of all trade receivables, contract assets and finance lease receivables recorded at amortised cost is reduced by allowances for lifetime estimated credit losses. Estimated future credit losses are first recorded on the initial recognition of a receivable and are based on the ageing of the receivable balances, historical experience and forward looking considerations. Individual balances are written off when management deems them not to be collectible. 2022 2021 €m €m Included within non-current assets Trade receivables 34 52 Trade receivables held at fair value through other comprehensive income 606 278 Net investment in leases 134 104 Contract assets 495 528 Contract-related costs 630 580 Other receivables 37 76 Prepayments 231 247 Derivative financial instruments1 4,216 2,912 6,383 4,777 Included within current assets Trade receivables 3,300 3,625 Trade receivables held at fair value through other comprehensive income 802 466 Net investment in leases 66 36 Contract assets 3,056 3,038 Contract-related costs 1,403 1,364 Amounts owed by associates and joint ventures 241 184 Other receivables 869 889 Prepayments 872 1,082 Derivative financial instruments1 410 239 11,019 10,923 Note: 1 Items are measured at fair value and the valuation basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. The Group’s trade receivables and contract assets are classified at amortised cost unless stated otherwise and are measured after allowances for future expected credit losses, see note 22 ‘Capital and financial risk management’ for more information on credit risk. The carrying amounts of trade and other receivables, which are measured at amortised cost, approximate their fair value and are predominantly non-interest bearing. The Group’s contract-related costs comprise €1,967 million (2021: €1,883 million) relating to costs incurred to obtain customer contracts and €66 million (2021: €61 million) relating to costs incurred to fulfil customer contracts; an amortisation and impairment expense of €1,517 million (2021: €1,497 million) was recognised in operating profit during the year. The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate market interest rates and foreign currency rates prevailing at 31 March. Strategic report Governance Financials Other information 173 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 174 Vodafone Group Plc Annual Report 2022 2020 16. Provisions A provision is a liability recorded in the statement of financial position, where there is uncertainty over the timing or amount that will be paid, and is therefore often estimated. The main provisions we hold are in relation to asset retirement obligations, which include the cost of returning network infrastructure sites to their original condition at the end of the lease and claims for legal and regulatory matters. Accounting policies Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material. Where the timing of settlement is uncertain amounts are classified as non-current where settlement is expected more than 12 months from the reporting date. Asset retirement obligations In the course of the Group’s activities, a number of sites and other assets are utilised which are expected to have costs associated with decommissioning. The associated cash outflows are substantially expected to occur at the dates of decommissioning of the assets to which they relate, and are long term in nature. Legal and regulatory The Group is involved in a number of legal and other disputes, including where the Group has received notifications of possible claims. The Directors of the Company, after taking legal advice, have established provisions considering the facts of each case. For a discussion of certain legal issues potentially affecting the Group see note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements. Restructuring The Group undertakes periodic reviews of its operations and recognises provisions as required based on the outcomes of these reviews. The associated cash outflows for restructuring costs are primarily less than one year. Other Other comprise various items that do not fall within the Group’s other categories of provisions. Asset retirement Legal and obligations regulatory Restructuring Other Total €m €m €m €m €m 1 April 2020 955 502 545 530 2,532 Exchange movements 6 (11) 4 7 6 Acquisition of subsidiaries 6 – – – 6 Amounts capitalised in the year 294 – – – 294 Amounts charged to the income statement – 138 153 167 458 Utilised in the year - payments (32) (54) (243) (175) (504) Amounts released to the income statement (7) (47) (33) (66) (153) 31 March 2021 1,222 528 426 463 2,639 Exchange movements 3 (25) (4) 5 (21) Amounts capitalised in the year 297 – – – 297 Amounts charged to the income statement – 216 216 139 571 Utilised in the year - payments (51) (128) (295) (197) (671) Amounts released to the income statement (1) (142) (41) (83) (267) 31 March 2022 1,470 449 302 327 2,548 Strategic report Governance Financials Other information 174 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 175 Vodafone Group Plc Annual Report 2022 Provisions have been analysed between current and non-current as follows: 31 March 2022 Asset retirement Legal and obligations regulatory Restructuring Other Total €m €m €m €m €m Current liabilities 43 235 241 148 667 Non-current liabilities 1,427 214 61 179 1,881 1,470 449 302 327 2,548 31 March 2021 Asset retirement Legal and obligations regulatory Restructuring Other Total €m €m €m €m €m Current liabilities 43 273 353 223 892 Non-current liabilities 1,179 255 73 240 1,747 1,222 528 426 463 2,639 17. Called up share capital Called up share capital is the number of shares in issue at their par value. A number of shares were allotted during the year in relation to employee share schemes. Accounting policies Equity instruments issued by the Group are recorded at the amount of the proceeds received, net of direct issuance costs. 2022 2021 Number €m Number €m Ordinary shares of 20 20⁄21 US cents each allotted, issued and fully paid:1, 2, 3 1 April 28,816,835,778 4,797 28,815,914,978 4,797 Allotted during the year 792,090 – 920,800 – 31 March 28,817,627,868 4,797 28,816,835,778 4,797 Notes: 1 At 31 March 2022 there were 50,000 (2021: 50,000) 7% cumulative fixed rate shares of £1 each in issue. 2 At 31 March 2022 the Group held 447,576,522 (2021: 592,642,309) treasury shares with a nominal value of €75 million (2021: €99 million). The market value of shares held was €661 million (2021: €918 million). During the year, 68,306,442 (2021: 63,830,400) treasury shares were reissued under Group share schemes. 3 On 5 March 2019 the Group announced the placing of subordinated mandatory convertible bonds totalling £1.72 billion with a 2 year maturity date in 2021 and £1.72 billion with a 3 year maturity date in 2022. During the year, 1,518,629,693 treasury shares were issued in settlement of tranche 2 of the maturing subordinated mandatory convertible bond, whilst in the year ended 31 March 2021, 1,426,793,872 ordinary shares were issued in settlement of tranche 1. For further details see note 21 ‘Borrowings’. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 174 Vodafone Group Plc Annual Report 2022 2020 16. Provisions A provision is a liability recorded in the statement of financial position, where there is uncertainty over the timing or amount that will be paid, and is therefore often estimated. The main provisions we hold are in relation to asset retirement obligations, which include the cost of returning network infrastructure sites to their original condition at the end of the lease and claims for legal and regulatory matters. Accounting policies Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material. Where the timing of settlement is uncertain amounts are classified as non-current where settlement is expected more than 12 months from the reporting date. Asset retirement obligations In the course of the Group’s activities, a number of sites and other assets are utilised which are expected to have costs associated with decommissioning. The associated cash outflows are substantially expected to occur at the dates of decommissioning of the assets to which they relate, and are long term in nature. Legal and regulatory The Group is involved in a number of legal and other disputes, including where the Group has received notifications of possible claims. The Directors of the Company, after taking legal advice, have established provisions considering the facts of each case. For a discussion of certain legal issues potentially affecting the Group see note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements. Restructuring The Group undertakes periodic reviews of its operations and recognises provisions as required based on the outcomes of these reviews. The associated cash outflows for restructuring costs are primarily less than one year. Other Other comprise various items that do not fall within the Group’s other categories of provisions. Asset retirement Legal and obligations regulatory Restructuring Other Total €m €m €m €m €m 1 April 2020 955 502 545 530 2,532 Exchange movements 6 (11) 4 7 6 Acquisition of subsidiaries 6 – – – 6 Amounts capitalised in the year 294 – – – 294 Amounts charged to the income statement – 138 153 167 458 Utilised in the year - payments (32) (54) (243) (175) (504) Amounts released to the income statement (7) (47) (33) (66) (153) 31 March 2021 1,222 528 426 463 2,639 Exchange movements 3 (25) (4) 5 (21) Amounts capitalised in the year 297 – – – 297 Amounts charged to the income statement – 216 216 139 571 Utilised in the year - payments (51) (128) (295) (197) (671) Amounts released to the income statement (1) (142) (41) (83) (267) 31 March 2022 1,470 449 302 327 2,548 Strategic report Governance Financials Other information 175 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 176 Vodafone Group Plc Annual Report 2022 2020 18. Reconciliation of net cash flow from operating activities The table below shows how our profit/(loss) for the year from continuing operations translates into cash flows generated from our operating activities. 2022 2021 2020 Notes €m €m €m Profit/(loss) for the financial year 2,624 536 (455) Non-operating expense – – 3 Investment income 5 (254) (330) (248) Financing costs 5 1,964 1,027 3,549 Income tax expense 6 1,330 3,864 1,250 Operating profit 5,664 5,097 4,099 Adjustments for: Share-based payments and other non-cash charges 173 146 146 Depreciation and amortisation 10, 11 13,845 14,101 14,174 Loss on disposal of property, plant and equipment and intangible assets 30 17 51 Share of result of equity accounted associates and joint ventures 12 (211) (342) 2,505 Impairment losses 4 – – 1,685 Other income 3 (79) (568) (4,281) (Increase)/decrease in inventory (162) (68) 68 (Increase)/decrease in trade and other receivables 14 (638) 582 (38) Increase/(decrease) in trade and other payables 15 384 (730) (100) Cash generated by operations 19,006 18,235 18,309 Net tax paid (925) (1,020) (930) Net cash flow from operating activities 18,081 17,215 17,379 19. Cash and cash equivalents The majority of the Group’s cash is held in bank deposits or money market funds which have a maturity of three months or less from acquisition to enable us to meet our short-term liquidity requirements. Accounting policies Cash and cash equivalents comprise cash in hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Assets in money market funds, whose contractual cash flows do not represent solely payments of interest and principal, are measured at fair value with gains and losses arising from changes in fair value included in net profit or loss for the period. All other cash and cash equivalents are measured at amortised cost. 2022 2021 €m €m Cash at bank and in hand 2,220 2,705 Money market funds1 5,276 3,116 Cash and cash equivalents as presented in the statement of financial position 7,496 5,821 Bank overdrafts (125) (31) Cash and cash equivalents as presented in the statement of cash flows 7,371 5,790 Note: 1 Items are measured at fair value and the valuation basis is level 1 classification, which comprises financial instruments where fair value is determined by unadjusted quoted prices in active markets. The carrying amount of balances at amortised cost approximates their fair value. Cash and cash equivalents of €1,554 million (2021: €1,741 million) are held in countries with restrictions on remittances but where the balances could be used to repay subsidiaries’ third party liabilities. In addition, those balances could also be used to repay €932 million (2021: €879 million) of intercompany liabilities as at 31 March 2022. Strategic report Governance Financials Other information 176 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 177 Vodafone Group Plc Annual Report 2022 20. Leases The Group leases assets from other parties (the Group is a lessee) and also leases assets to other parties (the Group is a lessor). This note describes how the Group accounts for leases and provides details about its lease arrangements. Accounting policies As a lessee When the Group leases an asset, a ‘right-of-use asset’ is recognised for the leased item and a lease liability is recognised for any lease payments to be paid over the lease term at the lease commencement date. The right-of-use asset is initially measured at cost, being the present value of the lease payments paid or payable, plus any initial direct costs incurred in entering the lease and less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. The lease term is the non-cancellable period of the lease plus any periods for which the Group is ‘reasonably certain’ to exercise any extension options (see below). The useful life of the asset is determined in a manner consistent to that for owned property, plant and equipment (as described in note 11 ‘Property, plant and equipment’). If right-of-use assets are considered to be impaired, the carrying value is reduced accordingly. Lease liabilities are initially measured at the value of the lease payments over the lease term that are not paid at the commencement date and are usually discounted using the incremental borrowing rates of the applicable Group entity (the rate implicit in the lease is used if it is readily determinable). Lease payments included in the lease liability include both fixed payments and in-substance fixed payments during the term of the lease. After initial recognition, the lease liability is recorded at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate (e.g. an inflation related increase) or if the Group’s assessment of the lease term changes; any changes in the lease liability as a result of these changes also results in a corresponding change in the recorded right- of-use asset. As a lessor Where the Group is a lessor, it determines at inception whether the lease is a finance or an operating lease. When a lease transfers substantially all the risks and rewards of ownership of the underlying asset then the lease is a finance lease; otherwise the lease is an operating lease. Where the Group is an intermediate lessor, the interests in the head lease and the sub-lease are accounted for separately and the lease classification of a sub-lease is determined by reference to the right-of-use asset arising from the head lease. Income from operating leases is recognised on a straight-line basis over the lease term. Income from finance leases is recognised at lease commencement with interest income recognised over the lease term. Lease income is recognised as revenue for transactions that are part of the Group’s ordinary activities (primarily leases of handsets or other equipment to customers, leases of wholesale access to the Group’s fibre and cable networks and leases of tower infrastructure assets). The Group uses IFRS 15 principles to allocate the consideration in contracts between any lease and non-lease components. The Group’s leasing activities as a lessee The Group leases buildings for its retail stores, offices and data centres, land on which to construct mobile base stations, space on mobile base stations to place active RAN equipment and network space (primarily rack space or duct space). In addition, the Group leases fibre and other fixed connectivity to provide internal connectivity for the Group’s operations and on a wholesale basis from other operators to provide fixed connectivity services to the Group’s customers. The Group’s general approach to determining lease term by class of asset is described in note 1 under critical accounting judgements and key sources of estimation uncertainty. Most of the Group’s leases include future price increases through fixed percentage increases, indexation to inflation measures on a periodic basis or rent review clauses. Other than fixed percentage increases the lease liability does not reflect the impact of these future increases unless the measurement date has passed. The Group’s leases contain no material variable payments clauses other than those related to the number of operators sharing space on third party mobile base stations. The Group sub-leases excess retail and office properties under both operating and finance leases; see disclosure on the Group’s leasing activities as a lessor below on page 179. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 176 Vodafone Group Plc Annual Report 2022 2020 18. Reconciliation of net cash flow from operating activities The table below shows how our profit/(loss) for the year from continuing operations translates into cash flows generated from our operating activities. 2022 2021 2020 Notes €m €m €m Profit/(loss) for the financial year 2,624 536 (455) Non-operating expense – – 3 Investment income 5 (254) (330) (248) Financing costs 5 1,964 1,027 3,549 Income tax expense 6 1,330 3,864 1,250 Operating profit 5,664 5,097 4,099 Adjustments for: Share-based payments and other non-cash charges 173 146 146 Depreciation and amortisation 10, 11 13,845 14,101 14,174 Loss on disposal of property, plant and equipment and intangible assets 30 17 51 Share of result of equity accounted associates and joint ventures 12 (211) (342) 2,505 Impairment losses 4 – – 1,685 Other income 3 (79) (568) (4,281) (Increase)/decrease in inventory (162) (68) 68 (Increase)/decrease in trade and other receivables 14 (638) 582 (38) Increase/(decrease) in trade and other payables 15 384 (730) (100) Cash generated by operations 19,006 18,235 18,309 Net tax paid (925) (1,020) (930) Net cash flow from operating activities 18,081 17,215 17,379 19. Cash and cash equivalents The majority of the Group’s cash is held in bank deposits or money market funds which have a maturity of three months or less from acquisition to enable us to meet our short-term liquidity requirements. Accounting policies Cash and cash equivalents comprise cash in hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Assets in money market funds, whose contractual cash flows do not represent solely payments of interest and principal, are measured at fair value with gains and losses arising from changes in fair value included in net profit or loss for the period. All other cash and cash equivalents are measured at amortised cost. 2022 2021 €m €m Cash at bank and in hand 2,220 2,705 Money market funds1 5,276 3,116 Cash and cash equivalents as presented in the statement of financial position 7,496 5,821 Bank overdrafts (125) (31) Cash and cash equivalents as presented in the statement of cash flows 7,371 5,790 Note: 1 Items are measured at fair value and the valuation basis is level 1 classification, which comprises financial instruments where fair value is determined by unadjusted quoted prices in active markets. The carrying amount of balances at amortised cost approximates their fair value. Cash and cash equivalents of €1,554 million (2021: €1,741 million) are held in countries with restrictions on remittances but where the balances could be used to repay subsidiaries’ third party liabilities. In addition, those balances could also be used to repay €932 million (2021: €879 million) of intercompany liabilities as at 31 March 2022. Strategic report Governance Financials Other information 177 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 178 Vodafone Group Plc Annual Report 2022 2020 20. Leases (continued) Optional lease periods Where practicable the Group seeks to include extension or break options in leases to provide operational flexibility, therefore many of the Group’s lease contracts contain optional periods. The Group’s policy on assessing and reassessing whether it is reasonably certain that the optional period will be included in the lease term is described in note 1 ‘Basis of preparation’ under ‘critical accounting judgements and key sources of estimation uncertainty’. After initial recognition of a lease, the Group only reassesses the lease term when there is a significant event or a significant change in circumstances, which was not anticipated at the time of the previous assessment. Significant events or significant changes in circumstances could include merger and acquisition or similar activity, significant expenditure on the leased asset not anticipated in the previous assessment, or detailed management plans indicating a different conclusion on optional periods to the previous assessment. Where a significant event or significant change in circumstances does not occur, the lease term and therefore lease liability and right-of-use asset value, will decline over time. The Group’s cash outflow for leases in the year ended 31 March 2022 was €4,338 million (2021: €4,234 million) and, absent significant future changes in the volume of the Group’s activities or strategic changes to use more or fewer owned assets this level of cash outflow from leases would be expected to continue for future periods, subject to contractual price increases. The future cash outflows included within lease liabilities are shown in the maturity analysis below. The maturity analysis only includes the reasonably certain payments to be made; cash outflows in these future periods will likely exceed these amounts as payments will be made on optional periods not considered reasonably certain at present and on new leases entered into in future periods. The Group’s leases for customer connectivity are normally either under regulated access or network sharing or similar preferential access arrangements and as a result the Group normally has significant flexibility over the term it can lease such connections for; generally the notice period required to cancel the lease is less than the notice period included in the service contract with the end customer. As a result, the Group does not have any significant cash exposure to optional periods on customer connectivity as the Group can cancel the lease when the service agreement ends. In some circumstances the Group is committed to minimum spend amounts for connectivity leases, which are included within reported lease liabilities. Sale and leaseback Sale and leaseback transactions entered into by the Group were not material, individually or in aggregate. Amounts recognised in the primary financial statements in relation to lessee transactions Right-of-use assets The carrying value of the Group’s right-of-use assets, depreciation charge for the year and additions during the year are disclosed in note 11 ‘Property, plant and equipment’. Lease liabilities The Group’s lease liabilities are disclosed in note 21 ‘Borrowings’. The maturity profile of the Group’s lease liabilities is as follows: 2022 2021 €m €m Within one year 3,130 3,419 In more than one year but less than two years 2,189 2,142 In more than two years but less than three years 1,759 1,661 In more than three years but less than four years 1,579 1,457 In more than four years but less than five years 1,387 1,316 In more than five years 4,242 4,696 14,286 14,691 Effect of discounting (1,747) (1,659) Lease liability - as disclosed in note 21 ‘Borrowings’ 12,539 13,032 At 31 March 2022 the Group has entered into lease contracts with payment obligations with an undiscounted value of €51 million (2021: €82 million) that had not commenced at 31 March 2022. Interest expense on lease liabilities for the year is disclosed in note 5 ‘Investment income and financing costs’. The Group has no material liabilities under residual value guarantees and makes no material variable payments not included in the lease liability. The Group does not apply either the short term or low value expedient options in IFRS 16. Strategic report Governance Financials Other information 178 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 179 Vodafone Group Plc Annual Report 2022 The Group’s leasing activities as a lessor The Group has a wide range of lessor activities with consumer and enterprise customers, other telecommunication companies and other companies. With consumer and enterprise customers, the Group generates lease income from the provision of handsets, routers and other communications equipment. The Group provides wholesale access to the Group’s fibre and cable networks and leases out space on the Group’s owned mobile base stations to other telecommunication companies. In addition, the Group sub-leases retail stores to franchise partners in certain markets and leases out surplus assets (e.g. vacant offices and retail stores) to other companies. Lessor transactions are classified as operating or finance leases based on whether the lease transfers substantially all of the risks and rewards incidental to ownership of the asset. Leases are individually assessed, but generally, the Group’s lessor transactions are classified as: - Operating leases where the Group is lessor of space on owned mobile base stations, provides wholesale access to its fibre and cable networks or provides routers or similar equipment to fixed customers; and - Finance leases where the Group is sub-lessor of handsets or similar items in back-to-back arrangements or where surplus assets are sublet out for all or substantially all of the remaining head lease term. The Group’s income as a lessor in the year is as follows: 2022 2021 €m €m Operating leases Lease revenue (note 2 ‘Revenue disaggregation and segmental analysis’) 758 559 Income from leases not recognised as revenue 45 180 The Group’s net investments in leases are disclosed in note 14 ‘Trade and other receivables’. The committed amounts to be received from the Group’s operating leases are as follows: Maturity Within one year In one to two years In two to three years In three to four years In four to five years In more than five years Total €m €m €m €m €m €m €m 31 March 2022 Committed operating lease payments due to the Group as a lessor 513 250 161 128 114 343 1,509 31 March 2021 Committed operating lease payments due to the Group as a lessor 510 261 175 134 115 395 1,590 The Group has no material lease income arising from variable lease payments. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 178 Vodafone Group Plc Annual Report 2022 2020 20. Leases (continued) Optional lease periods Where practicable the Group seeks to include extension or break options in leases to provide operational flexibility, therefore many of the Group’s lease contracts contain optional periods. The Group’s policy on assessing and reassessing whether it is reasonably certain that the optional period will be included in the lease term is described in note 1 ‘Basis of preparation’ under ‘critical accounting judgements and key sources of estimation uncertainty’. After initial recognition of a lease, the Group only reassesses the lease term when there is a significant event or a significant change in circumstances, which was not anticipated at the time of the previous assessment. Significant events or significant changes in circumstances could include merger and acquisition or similar activity, significant expenditure on the leased asset not anticipated in the previous assessment, or detailed management plans indicating a different conclusion on optional periods to the previous assessment. Where a significant event or significant change in circumstances does not occur, the lease term and therefore lease liability and right-of-use asset value, will decline over time. The Group’s cash outflow for leases in the year ended 31 March 2022 was €4,338 million (2021: €4,234 million) and, absent significant future changes in the volume of the Group’s activities or strategic changes to use more or fewer owned assets this level of cash outflow from leases would be expected to continue for future periods, subject to contractual price increases. The future cash outflows included within lease liabilities are shown in the maturity analysis below. The maturity analysis only includes the reasonably certain payments to be made; cash outflows in these future periods will likely exceed these amounts as payments will be made on optional periods not considered reasonably certain at present and on new leases entered into in future periods. The Group’s leases for customer connectivity are normally either under regulated access or network sharing or similar preferential access arrangements and as a result the Group normally has significant flexibility over the term it can lease such connections for; generally the notice period required to cancel the lease is less than the notice period included in the service contract with the end customer. As a result, the Group does not have any significant cash exposure to optional periods on customer connectivity as the Group can cancel the lease when the service agreement ends. In some circumstances the Group is committed to minimum spend amounts for connectivity leases, which are included within reported lease liabilities. Sale and leaseback Sale and leaseback transactions entered into by the Group were not material, individually or in aggregate. Amounts recognised in the primary financial statements in relation to lessee transactions Right-of-use assets The carrying value of the Group’s right-of-use assets, depreciation charge for the year and additions during the year are disclosed in note 11 ‘Property, plant and equipment’. Lease liabilities The Group’s lease liabilities are disclosed in note 21 ‘Borrowings’. The maturity profile of the Group’s lease liabilities is as follows: 2022 2021 €m €m Within one year 3,130 3,419 In more than one year but less than two years 2,189 2,142 In more than two years but less than three years 1,759 1,661 In more than three years but less than four years 1,579 1,457 In more than four years but less than five years 1,387 1,316 In more than five years 4,242 4,696 14,286 14,691 Effect of discounting (1,747) (1,659) Lease liability - as disclosed in note 21 ‘Borrowings’ 12,539 13,032 At 31 March 2022 the Group has entered into lease contracts with payment obligations with an undiscounted value of €51 million (2021: €82 million) that had not commenced at 31 March 2022. Interest expense on lease liabilities for the year is disclosed in note 5 ‘Investment income and financing costs’. The Group has no material liabilities under residual value guarantees and makes no material variable payments not included in the lease liability. The Group does not apply either the short term or low value expedient options in IFRS 16. Strategic report Governance Financials Other information 179 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 180 Vodafone Group Plc Annual Report 2022 2020 21. Borrowings The Group’s sources of borrowing for funding and liquidity purposes come from a range of committed bank facilities and through short-term and long-term issuances in the capital markets including bond and commercial paper issues and bank loans. Liabilities arising from the Group’s lease arrangements are also reported in borrowings; see note 20 ‘Leases’. We manage the basis on which we incur interest on debt between fixed interest rates and floating interest rates depending on market conditions using interest rate derivatives. The Group enters into foreign exchange contracts to mitigate the impact of exchange rate movements on certain monetary items. Accounting policies Interest-bearing loans and overdrafts are initially measured at fair value (which is equal to cost at inception), and are subsequently measured at amortised cost, using the effective interest rate method. Where they are identified as a hedged item in a designated fair value hedge relationship, fair value adjustments are recognised in accordance with our policy (see note 22 ‘Capital and financial risk management’). Any difference between the proceeds net of transaction costs and the amount due on settlement or redemption of borrowings is recognised over the term of the borrowing. Where bonds issued with certain conversion rights are identified as compound instruments they are initially measured at fair value with the nominal amounts recognised as a component in equity and the fair value of future coupons included in borrowings. These are subsequently measured at amortised cost using the effective interest rate method. Borrowings 2022 2021 €m €m Non-current borrowings Bonds 46,156 44,634 Bank loans 629 761 Lease liabilities (note 20) 9,810 9,909 Bank borrowings secured against Indian assets – 385 Other borrowings1 1,536 3,583 58,131 59,272 Current borrowings Bonds 1,875 2,251 Bank loans 688 658 Lease liabilities (note 20) 2,729 3,123 Collateral liabilities 2,914 962 Bank borrowings secured against Indian assets 1,382 862 Other borrowings1 2,373 632 11,961 8,488 Borrowings 70,092 67,760 Note: 1 Includes €1,273 million (2021: €3,312 million) and €2,165 million (2021: €381 million) of licence and spectrum fees payable in non-current and current borrowings respectively. The fair value of the Group’s financial liabilities held at amortised cost approximate to fair value with the exception of long-term bonds with a carrying value of €46,156 million (2021: €44,634 million) which have a fair value of €46,348 million (2021: €48,630 million). Fair value is based on level 1 of the fair value hierarchy using quoted market prices. The Group’s borrowings also include €1,382 million (2021: €1,247 million) of bank borrowings that are secured against the Group’s shareholdings in Indus Towers and Vodafone Idea (see note 12 ‘Investments in Associates and Joint Ventures’ for further details of these assets) and will be repaid through the realisation of proceeds from those assets. In accordance with the terms of the loan arrangement, the Group intends to dispose of its shareholding in Indus Towers in order to repay the borrowing. The Group’s borrowings include certain bonds which have been designated in hedge relationships, which are carried at €1,316 million higher (2021: €1,390 million) than their euro equivalent redemption value. In addition, where bonds are issued in currencies other than euros, the Group has entered into foreign currency swaps to fix the euro cash outflows on redemption. The impact of these swaps is not reflected in borrowings and would decrease the euro equivalent redemption value of the bonds by €1,456 million (2021: €127 million). Commercial paper programmes We currently have US and euro commercial paper programmes of US$15 billion (€13.5 billion) and €10 billion respectively which are available to be used to meet short-term liquidity requirements. At 31 March 2022 both programmes remained undrawn. The commercial paper facilities were supported by US$4.0 billion (€3.6 billion) and €4.0 billion of syndicated committed bank facilities. No amounts had been drawn under these facilities. Strategic report Governance Financials Other information 180 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 181 Vodafone Group Plc Annual Report 2022 Bonds We have a €30 billion euro medium-term note programme and a US shelf programme which are used to meet medium to long-term funding requirements. At 31 March 2022 the total amounts in issue under these programmes split by currency were US$25.3 billion, €16.2 billion, £3 billion, AUD$1.2 billion, HKD$2.1 billion, NOK2.2 billion, CHF0.7 billion and JPY10 billion. Vantage Towers A.G. has a €5 billion debt issuance programme to meet its medium to long-term funding requirements. As at 31 March 2022, Vantage Towers A.G. had bonds outstanding with a nominal value of €2.2 billion. At 31 March 2022 the Group had bonds outstanding with a nominal value equivalent to €46.7 billion. During the year ended 31 March 2022, bonds with a nominal value of US$2.5 billion were issued utilising the US Shelf programme and bonds with a nominal value of €2.1 billion matured. Bonds mature between 2022 and 2059 (2021: 2021 and 2059) and have interest rates between 0% and 7.875% (2021: 0% and 7.875%). Mandatory convertible bonds On 12 March 2019 the Group issued £3.4 billion of subordinated mandatory convertible bonds (‘MCBs’) split into two equal tranches of £1.7 billion with coupons of 1.2% and 1.5% respectively. The first tranche matured on 12 March 2021 at a conversion price of £1.2055 per share and the second tranche matured on 12 March 2022 at a conversion price of £1.1326 per share. These were recognised as compound instruments with nominal values of £3.4 billion (€3.8 billion) recognised as a component of shareholders’ funds in equity and the fair value of future coupons £0.1 billion (€0.1 billion) recognised as a financial liability in borrowings. The Group’s strategy was to hedge the equity risk associated with the MCB issuance to any future movement in its share price by an option strategy designed to hedge the economic impact of share price movements. In instances where the Group decides to buy back ordinary shares to mitigate dilution resulting from the conversion, the hedging strategy provides a hedge for the repurchase price. Treasury shares The Group held a maximum of 1,911,661,729 (2021: 2,043,732,147) of its own shares during the year which represented 6.6% (2021: 7.1%) of issued share capital at that time. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 180 Vodafone Group Plc Annual Report 2022 2020 21. Borrowings The Group’s sources of borrowing for funding and liquidity purposes come from a range of committed bank facilities and through short-term and long-term issuances in the capital markets including bond and commercial paper issues and bank loans. Liabilities arising from the Group’s lease arrangements are also reported in borrowings; see note 20 ‘Leases’. We manage the basis on which we incur interest on debt between fixed interest rates and floating interest rates depending on market conditions using interest rate derivatives. The Group enters into foreign exchange contracts to mitigate the impact of exchange rate movements on certain monetary items. Accounting policies Interest-bearing loans and overdrafts are initially measured at fair value (which is equal to cost at inception), and are subsequently measured at amortised cost, using the effective interest rate method. Where they are identified as a hedged item in a designated fair value hedge relationship, fair value adjustments are recognised in accordance with our policy (see note 22 ‘Capital and financial risk management’). Any difference between the proceeds net of transaction costs and the amount due on settlement or redemption of borrowings is recognised over the term of the borrowing. Where bonds issued with certain conversion rights are identified as compound instruments they are initially measured at fair value with the nominal amounts recognised as a component in equity and the fair value of future coupons included in borrowings. These are subsequently measured at amortised cost using the effective interest rate method. Borrowings 2022 2021 €m €m Non-current borrowings Bonds 46,156 44,634 Bank loans 629 761 Lease liabilities (note 20) 9,810 9,909 Bank borrowings secured against Indian assets – 385 Other borrowings1 1,536 3,583 58,131 59,272 Current borrowings Bonds 1,875 2,251 Bank loans 688 658 Lease liabilities (note 20) 2,729 3,123 Collateral liabilities 2,914 962 Bank borrowings secured against Indian assets 1,382 862 Other borrowings1 2,373 632 11,961 8,488 Borrowings 70,092 67,760 Note: 1 Includes €1,273 million (2021: €3,312 million) and €2,165 million (2021: €381 million) of licence and spectrum fees payable in non-current and current borrowings respectively. The fair value of the Group’s financial liabilities held at amortised cost approximate to fair value with the exception of long-term bonds with a carrying value of €46,156 million (2021: €44,634 million) which have a fair value of €46,348 million (2021: €48,630 million). Fair value is based on level 1 of the fair value hierarchy using quoted market prices. The Group’s borrowings also include €1,382 million (2021: €1,247 million) of bank borrowings that are secured against the Group’s shareholdings in Indus Towers and Vodafone Idea (see note 12 ‘Investments in Associates and Joint Ventures’ for further details of these assets) and will be repaid through the realisation of proceeds from those assets. In accordance with the terms of the loan arrangement, the Group intends to dispose of its shareholding in Indus Towers in order to repay the borrowing. The Group’s borrowings include certain bonds which have been designated in hedge relationships, which are carried at €1,316 million higher (2021: €1,390 million) than their euro equivalent redemption value. In addition, where bonds are issued in currencies other than euros, the Group has entered into foreign currency swaps to fix the euro cash outflows on redemption. The impact of these swaps is not reflected in borrowings and would decrease the euro equivalent redemption value of the bonds by €1,456 million (2021: €127 million). Commercial paper programmes We currently have US and euro commercial paper programmes of US$15 billion (€13.5 billion) and €10 billion respectively which are available to be used to meet short-term liquidity requirements. At 31 March 2022 both programmes remained undrawn. The commercial paper facilities were supported by US$4.0 billion (€3.6 billion) and €4.0 billion of syndicated committed bank facilities. No amounts had been drawn under these facilities. Strategic report Governance Financials Other information 181 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 182 Vodafone Group Plc Annual Report 2022 2020 22. Capital and financial risk management This note details the treasury management and financial risk management objectives and policies, as well as the exposure and sensitivity of the Group to credit, liquidity, interest and foreign exchange risk, and the policies in place to monitor and manage these risks. Accounting policies Financial instruments Financial assets and financial liabilities, in respect of financial instruments, are recognised on the Group’s consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial liabilities and equity instruments Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that provides a residual interest in the assets of the Group after deducting all of its liabilities and includes no obligation to deliver cash or other financial assets. The accounting policies adopted for specific financial liabilities and equity instruments are set out below. Financial liabilities under put option arrangements The Group has an obligation to pay a fixed rate of return to minority equity shareholders in the Group’s subsidiary Kabel Deutschland AG, under the terms of a court-imposed domination and profit and loss transfer agreement. This agreement also provides the minority shareholders the option to put their shareholding to Vodafone at a fixed price per share. The obligation to purchase the shares has been recognised as a financial liability and no non-controlling interests are recognised in respect of minority shareholders. Interest costs are accrued at the agreed rate of return and recognised in financing costs. Derivative financial instruments and hedge accounting The Group’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates which it manages using derivative financial instruments. The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which provide written principles on the use of financial derivatives consistent with the Group’s risk management strategy. The Group does not use derivative financial instruments for speculative purposes. The Group designates certain derivatives as: − hedges of the change in fair value of recognised assets and liabilities (‘fair value hedges’); − hedges of highly probable forecast transactions or hedges of foreign currency or interest rate risks of firm commitments (‘cash flow hedges’); or − hedges of net investments in foreign operations. Derivative financial instruments are initially measured at fair value on the contract date and are subsequently re-measured to fair value at each reporting date. Changes in values of all derivatives of a financing nature are included within investment income and financing costs in the income statement unless designated in an effective cash flow hedge relationship or a hedge of a net investment in foreign operations when the effective portion of changes in value are deferred to other comprehensive income. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. For fair value hedges, the carrying value of the hedged item is also adjusted for changes in fair value for the hedged risk, with gains and losses recognised in the income statement for the period. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. When hedge accounting is discontinued, any gain or loss recognised in other comprehensive income at that time remains in equity and is recognised in the income statement when the hedged transaction is ultimately recognised in the income statement. For cash flow hedges, when the hedged item is recognised in the income statement, amounts previously recognised in other comprehensive income and accumulated in equity for the hedging instrument are reclassified to the income statement. However, when the hedged transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognised in other comprehensive income and accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non Ǧ financial liability. If a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in the income statement. For net investment hedges, gains and losses accumulated in other comprehensive income are included in the income statement when the foreign operation is disposed of. Strategic report Governance Financials Other information 182 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 183 Vodafone Group Plc Annual Report 2022 Capital management The following table summarises the capital of the Group at 31 March: 2022 2021 €m €m Borrowings (note 21) 70,092 67,760 Cash and cash equivalents (note 19) (7,496) (5,821) Derivative financial instruments included in trade and other receivables (note 14) (4,626) (3,151) Derivative financial instruments included in trade and other payables (note 15) 1,672 4,010 Short-term investments (note 13) (4,795) (4,007) Collateral assets (note 13) (698) (3,107) Financial liabilities under put option arrangements 494 492 Equity 56,977 57,816 Capital 111,620 113,992 The Group’s policy is to borrow centrally using a mixture of long-term and short-term capital market issues and borrowing facilities to meet anticipated funding requirements. These borrowings, together with cash generated from operations, are loaned internally or contributed as equity to certain subsidiaries. Dividends from associates and to non-controlling shareholders Dividends from our associates are generally paid at the discretion of the Board of Directors or shareholders of the individual operating and holding companies, and we have no rights to receive dividends except where specified within certain of the Group’s shareholders’ agreements. Similarly, other than ongoing dividend obligations to the Kabel Deutschland A.G. minority shareholders, should they continue to hold their minority stake, we do not have existing obligations under shareholders’ agreements to pay dividends to non-controlling interest partners of our subsidiaries or joint ventures. The amount of dividends received and paid in the year are disclosed in the consolidated statement of cash flows. Potential cash outflows from option agreements and similar arrangements Put options issued as part of the hedging strategy for the MCBs permit the holders to exercise against the Group at maturity of the option if there is a decrease in our share price. Under the terms of the options, settlement must be made in cash which will equate to the reduced value of shares from the initial conversion price, adjusted for dividends declared, on 1,452 million (2021: 2,494 million) shares as at 31 March 2022. Sale of trade receivables During the year, the Group sold certain trade receivables to a number of financial institutions. Whilst there are no repurchase obligations in respect of these receivables, the Group provided credit guarantees which would only become payable if default rates were significantly higher than historical rates. The credit guarantee is not considered substantive and substantially all risks and rewards associated with the receivables passed to the purchaser at the date of sale, therefore the receivables were derecognised. The maximum payable under the guarantees at 31 March 2022 was €1,341 million (2021: €1,503 million). No provision has been made in respect of these guarantees as the likelihood of a cash outflow has been assessed as remote. Supplier financing arrangements The Group offers suppliers the opportunity to use supply chain financing (‘SCF’). SCF allows suppliers that decide to use it to receive funding earlier than the invoice due date. At 31 March 2022, the financial institutions that run the SCF programmes had purchased €2.4 billion (2021: €2.3 billion) of outstanding supplier invoices, principally from larger suppliers. The Group does not provide any financial guarantees to the financial institutions under this programme and continues to cash settle supplier payables in accordance with their contractual terms. As such, the programme does not change the Group’s net debt, trade payable balances or cash flows. The Group evaluates supplier arrangements against a number of indicators to assess if the payable continues to hold the characteristics of a trade payable or should be classified as borrowings; these indicators include whether the payment terms exceed the shorter of customary payment terms in the industry or 180 days. At 31 March 2022, none of the payables subject to supplier financing arrangements met the criteria to be reclassified as borrowings. Financial risk management The Group’s treasury function centrally manages the Group’s funding requirement, net foreign exchange exposure, interest rate management exposures and counterparty risk arising from investments and derivatives. Treasury operations are conducted within a framework of policies and guidelines authorised and reviewed by the Board, most recently in May 2021. A treasury risk committee comprising of the Group’s Chief Financial Officer, Group General Counsel and Company Secretary, Group Financial Controller, Group Corporate Finance Director, Group Treasury Director and Group Director of Financial Controlling and Operations meets three times a year to review treasury activities and its members receive management information relating to treasury activities on a quarterly basis. The Group’s accounting function, which does not report to the Group Treasury Director, provides regular update reports of treasury activity to the Board. The Group’s Internal Auditor reviews the internal control environment regularly. No bonds issued by the Group or the Revolving Credit Facilities are subject to financial covenant ratios. Approximately €38 billion (2021: €37 billion) of issued bonds have a change of control clause. The Group uses a number of derivative instruments for currency and interest rate risk management purposes only that are transacted by specialist treasury personnel. The Group mitigates banking sector credit risk by the use of collateral support agreements. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 182 Vodafone Group Plc Annual Report 2022 2020 22. Capital and financial risk management This note details the treasury management and financial risk management objectives and policies, as well as the exposure and sensitivity of the Group to credit, liquidity, interest and foreign exchange risk, and the policies in place to monitor and manage these risks. Accounting policies Financial instruments Financial assets and financial liabilities, in respect of financial instruments, are recognised on the Group’s consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial liabilities and equity instruments Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that provides a residual interest in the assets of the Group after deducting all of its liabilities and includes no obligation to deliver cash or other financial assets. The accounting policies adopted for specific financial liabilities and equity instruments are set out below. Financial liabilities under put option arrangements The Group has an obligation to pay a fixed rate of return to minority equity shareholders in the Group’s subsidiary Kabel Deutschland AG, under the terms of a court-imposed domination and profit and loss transfer agreement. This agreement also provides the minority shareholders the option to put their shareholding to Vodafone at a fixed price per share. The obligation to purchase the shares has been recognised as a financial liability and no non-controlling interests are recognised in respect of minority shareholders. Interest costs are accrued at the agreed rate of return and recognised in financing costs. Derivative financial instruments and hedge accounting The Group’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates which it manages using derivative financial instruments. The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which provide written principles on the use of financial derivatives consistent with the Group’s risk management strategy. The Group does not use derivative financial instruments for speculative purposes. The Group designates certain derivatives as: − hedges of the change in fair value of recognised assets and liabilities (‘fair value hedges’); − hedges of highly probable forecast transactions or hedges of foreign currency or interest rate risks of firm commitments (‘cash flow hedges’); or − hedges of net investments in foreign operations. Derivative financial instruments are initially measured at fair value on the contract date and are subsequently re-measured to fair value at each reporting date. Changes in values of all derivatives of a financing nature are included within investment income and financing costs in the income statement unless designated in an effective cash flow hedge relationship or a hedge of a net investment in foreign operations when the effective portion of changes in value are deferred to other comprehensive income. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. For fair value hedges, the carrying value of the hedged item is also adjusted for changes in fair value for the hedged risk, with gains and losses recognised in the income statement for the period. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. When hedge accounting is discontinued, any gain or loss recognised in other comprehensive income at that time remains in equity and is recognised in the income statement when the hedged transaction is ultimately recognised in the income statement. For cash flow hedges, when the hedged item is recognised in the income statement, amounts previously recognised in other comprehensive income and accumulated in equity for the hedging instrument are reclassified to the income statement. However, when the hedged transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognised in other comprehensive income and accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non Ǧ financial liability. If a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in the income statement. For net investment hedges, gains and losses accumulated in other comprehensive income are included in the income statement when the foreign operation is disposed of. Strategic report Governance Financials Other information 183 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 184 Vodafone Group Plc Annual Report 2022 2020 22. Capital and financial risk management (continued) The Group’s financial risk management policies seek to reduce the Group’s exposure to any future disruption to financial markets, including any future impacts from COVID or other macro economic events. The Group has combined cash and cash equivalent and short-term investments of €12.3 billion, providing significant headroom over short-term liquidity requirements. Additionally the Group maintains undrawn revolving credit facilities of €7.6 billion euro equivalent. As at 31 March 2022 and after hedging, substantially all the Group’s borrowings are held on a fixed interest basis, mitigating exposure to interest rate risk. The Group has no significant currency exposures other than positions in economic hedging relationships. The Group’s credit risk under financing activities is spread across a portfolio of highly rated institutions to reduce counterparty exposures and derivative balances are substantially all collateralised. The Group’s operating activities result in customer credit risk, for which provisions for expected credit losses are recognised. Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial asset leading to a financial loss for the Group. The Group is exposed to credit risk from its operating activities and from its financing activities, the Group considers its maximum exposure to credit risk at 31 March to be: 2022 2021 €m €m Cash at bank and in hand (note 19) 2,220 2,705 Money market funds (note 19) 5,276 3,116 Managed investment funds (note 13) 3,349 2,954 Current bonds and debt securities (note 13) 1,446 1,053 Non-current debt securities (note 13) 930 797 Collateral assets (note 13) 698 3,107 Other investments (note 13) 2,438 2,045 Derivative financial instruments (note 14) 4,626 3,151 Trade receivables (note 14)1 6,083 5,924 Contract assets and other receivables (note 14) 4,457 4,531 Performance bonds and other guarantees (note 29) 2,866 2,728 34,389 32,111 Note: 1 Includes amounts guaranteed under sales of trade receivables €1,341 million (2021: €1,503 million) Expected credit loss The Group has financial assets classified and measured at amortised cost and fair value through other comprehensive income that are subject to the expected credit loss model requirements of IFRS 9. Cash at bank and in hand and certain other investments are both classified and measured at amortised cost and subject to impairment requirements. However, the identified expected credit loss is considered to be immaterial. Information about expected credit losses for trade receivables and contract assets can be found under ‘operating activities’ on page 185. Financing activities The Group invests in government securities on the basis they generate a fixed rate of return and are amongst the most creditworthy of investments available. Investments are made in accordance with established internal treasury policies which dictate the scaled maximum exposure permissible in relation to an investment’s long-term credit rating. The Group invests in AAA unsecured money market mutual funds, where the investment is limited to 10% of each fund; A to AAA government securities, both directly and through money market mutual funds; and has two managed investment funds that hold securities with an average credit quality of AA. In respect of financial instruments used by the Group’s treasury function, the aggregate credit risk the Group may have with one counterparty is limited by reference to the long-term credit ratings assigned for that counterparty by Moody’s, Fitch Ratings and Standard & Poor’s. Furthermore, collateral support agreements reduce the Group’s exposure to counterparties who must post cash collateral when there is value due to the Group under outstanding derivative contracts that exceeds a contractually agreed threshold amount. When value is due to the counterparty the Group is required to post collateral on identical terms. Such cash collateral is adjusted daily as necessary. Strategic report Governance Financials Other information 184 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 185 Vodafone Group Plc Annual Report 2022 In the event of any default, ownership of the cash collateral would revert to the respective holder at that point. Detailed below is the value of the cash collateral, which is reported within current borrowings, held by the Group at 31 March: 2022 2021 €m €m Collateral liabilities 2,914 962 In addition, as discussed in note 29 ‘Contingent liabilities and legal proceedings’, the Group has covenanted to provide security in favour of the trustee of the Vodafone Group UK Pension Scheme in respect of the funding deficit in the scheme and pledged security in relation to the Indus Towers merger. The Group has also pledged cash as collateral against derivative financial instruments as disclosed in note 13 ‘Other investments’. Operating activities Customer credit risk is managed by the Group’s business units which each have policies, procedures and controls relating to customer credit risk management. Outstanding trade receivables and contract assets are regularly reviewed to monitor any changes in credit risk with concentrations of credit risk considered to be limited given that the Group’s customer base is large and unrelated. The Group applies the simplified approach and records lifetime expected credit losses for trade receivables and contract assets. Expected credit losses are measured using historical cash collection data for periods of at least 24 months wherever possible and grouped into various customer segments based on product or customer type. The historical loss rates are adjusted where macroeconomic factors, for example changes in interest rates or unemployment rates, or other commercial factors are expected to have a significant impact when determining future expected credit loss rates. For trade receivables the expected credit loss provision is calculated using a provision matrix, in which the provision increases as balances age, and for receivables paid in instalments and contract assets a weighted loss rate is calculated to reflect the period over which the amounts become due for payment by the customer. Trade receivables and contract assets are written off when each business unit determines there to be no reasonable expectation of recovery and enforcement activity has ceased. Movements in the allowance for expected credit losses during the year were as follows: Trade receivables held Trade receivables held at fair value through Contract assets at amortised cost other comprehensive income 2022 2021 2022 2021 2022 2021 €m €m €m €m €m €m 1 April 101 137 1,480 1,431 57 51 Exchange movements 1 2 (70) (47) – – Amounts charged to credit losses on financial assets 114 63 394 592 53 9 Other1 (133) (101) (462) (496) (2) (3) 31 March 83 101 1,342 1,480 108 57 Note: 1 Primarily utilisation of the provision. Expected credit losses are presented as net impairment losses within operating profit and subsequent recoveries of amounts previously written off are credited against the same line item. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 184 Vodafone Group Plc Annual Report 2022 2020 22. Capital and financial risk management (continued) The Group’s financial risk management policies seek to reduce the Group’s exposure to any future disruption to financial markets, including any future impacts from COVID or other macro economic events. The Group has combined cash and cash equivalent and short-term investments of €12.3 billion, providing significant headroom over short-term liquidity requirements. Additionally the Group maintains undrawn revolving credit facilities of €7.6 billion euro equivalent. As at 31 March 2022 and after hedging, substantially all the Group’s borrowings are held on a fixed interest basis, mitigating exposure to interest rate risk. The Group has no significant currency exposures other than positions in economic hedging relationships. The Group’s credit risk under financing activities is spread across a portfolio of highly rated institutions to reduce counterparty exposures and derivative balances are substantially all collateralised. The Group’s operating activities result in customer credit risk, for which provisions for expected credit losses are recognised. Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial asset leading to a financial loss for the Group. The Group is exposed to credit risk from its operating activities and from its financing activities, the Group considers its maximum exposure to credit risk at 31 March to be: 2022 2021 €m €m Cash at bank and in hand (note 19) 2,220 2,705 Money market funds (note 19) 5,276 3,116 Managed investment funds (note 13) 3,349 2,954 Current bonds and debt securities (note 13) 1,446 1,053 Non-current debt securities (note 13) 930 797 Collateral assets (note 13) 698 3,107 Other investments (note 13) 2,438 2,045 Derivative financial instruments (note 14) 4,626 3,151 Trade receivables (note 14)1 6,083 5,924 Contract assets and other receivables (note 14) 4,457 4,531 Performance bonds and other guarantees (note 29) 2,866 2,728 34,389 32,111 Note: 1 Includes amounts guaranteed under sales of trade receivables €1,341 million (2021: €1,503 million) Expected credit loss The Group has financial assets classified and measured at amortised cost and fair value through other comprehensive income that are subject to the expected credit loss model requirements of IFRS 9. Cash at bank and in hand and certain other investments are both classified and measured at amortised cost and subject to impairment requirements. However, the identified expected credit loss is considered to be immaterial. Information about expected credit losses for trade receivables and contract assets can be found under ‘operating activities’ on page 185. Financing activities The Group invests in government securities on the basis they generate a fixed rate of return and are amongst the most creditworthy of investments available. Investments are made in accordance with established internal treasury policies which dictate the scaled maximum exposure permissible in relation to an investment’s long-term credit rating. The Group invests in AAA unsecured money market mutual funds, where the investment is limited to 10% of each fund; A to AAA government securities, both directly and through money market mutual funds; and has two managed investment funds that hold securities with an average credit quality of AA. In respect of financial instruments used by the Group’s treasury function, the aggregate credit risk the Group may have with one counterparty is limited by reference to the long-term credit ratings assigned for that counterparty by Moody’s, Fitch Ratings and Standard & Poor’s. Furthermore, collateral support agreements reduce the Group’s exposure to counterparties who must post cash collateral when there is value due to the Group under outstanding derivative contracts that exceeds a contractually agreed threshold amount. When value is due to the counterparty the Group is required to post collateral on identical terms. Such cash collateral is adjusted daily as necessary. Strategic report Governance Financials Other information 185 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 186 Vodafone Group Plc Annual Report 2022 2020 22. Capital and financial risk management (continued) The majority of the Group’s trade receivables are due for maturity within 90 days and largely comprise amounts receivable from consumers and business customers. The following table presents information on trade receivables past due¹ and their associated expected credit losses: 31 March 2022 Trade receivables at amortised cost past due 30 days 31–60 61–180 180 Total Due or less days days days+ €m €m €m €m €m €m Gross carrying amount 2,411 650 182 390 1,043 4,676 Expected credit loss allowance (123) (83) (53) (190) (893) (1,342) Net carrying amount 2,288 567 129 200 150 3,334 31 March 2021 Trade receivables at amortised cost past due 30 days 31–60 61–180 180 Total Due or less days days days+ €m €m €m €m €m €m Gross carrying amount 2,568 717 177 405 1,290 5,157 Expected credit loss allowance (30) (72) (62) (211) (1,105) (1,480) Net carrying amount 2,538 645 115 194 185 3,677 Note: 1 Contract assets relate to amounts not yet due from customers. These amounts will be reclassified as trade receivables before they become due. Trade receivables at fair value through other comprehensive income are not materially past due. Liquidity risk Liquidity is reviewed daily on at least a 12 month rolling basis and stress tested on the assumption that any commercial paper outstanding matures and is not reissued. The Group maintains substantial cash and cash equivalents which at 31 March 2022 amounted to cash €7.5 billion (2021: €5.8 billion) and undrawn committed facilities of €8.2 billion (2021: €8.0 billion), principally euro and US dollar revolving credit facilities of €4.0 billion and US$4.0 billion (€3.6 billion) which mature in 2025 and 2027 respectively. The Group manages liquidity risk on non-current borrowings by maintaining a varied maturity profile with a cap on the level of debt maturity in any one calendar year, therefore minimising refinancing risk. Non-current borrowings mature between 1 and 37 years. The maturity profile of the anticipated future cash flows including interest in relation to the Group’s non-derivative financial liabilities on an undiscounted basis which, therefore, differs from both the carrying value and fair value, is as follows: Maturity profile1 Trade payables and other financial Bank loans Bonds Lease liabilities Other2 Total borrowings liabilities3 Total €m €m €m €m €m €m €m Within one year 700 3,569 3,130 6,823 14,222 16,884 31,106 In one to two years 33 6,190 2,189 417 8,829 29 8,858 In two to three years 411 3,786 1,759 207 6,163 – 6,163 In three to four years 2 5,746 1,579 199 7,526 – 7,526 In four to five years 205 6,253 1,387 678 8,523 – 8,523 In more than five years 21 43,514 4,242 136 47,913 – 47,913 1,372 69,058 14,286 8,460 93,176 16,913 110,089 Effect of discount/financing rates (55) (21,027) (1,747) (255) (23,084) (1) (23,085) 31 March 2022 1,317 48,031 12,539 8,205 70,092 16,912 87,004 Within one year 674 3,774 3,419 2,516 10,383 15,304 25,687 In one to two years 174 3,329 2,142 2,575 8,220 49 8,269 In two to three years 440 5,964 1,661 399 8,464 – 8,464 In three to four years 173 2,784 1,457 166 4,580 – 4,580 In four to five years 2 5,506 1,316 199 7,023 – 7,023 In more than five years 23 45,538 4,696 986 51,243 – 51,243 1,486 66,895 14,691 6,841 89,913 15,353 105,266 Effect of discount/financing rates (67) (20,010) (1,659) (417) (22,153) (2) (22,155) 31 March 2021 1,419 46,885 13,032 6,424 67,760 15,351 83,111 Notes: 1 Maturities reflect contractual cash flows applicable except in the event of a change of control or event of default, upon which lenders have the right, but not the obligation, to request payment within 30 days. This also applies to undrawn committed facilities. There is no debt that is subject to a material adverse change clause (2021: €30 million of debt in relation to the mandatorily convertible bond that matured on 12 March 2022 was subject to a material adverse change clause which would have accelerated conversion of the £1.7 billion principal recognised in equity – see note 21 ‘Borrowings’). 2 Includes spectrum licence payables with maturity profile €2,319 million (2021: €381 million) within one year, €165 million (2021: €2,171 million) in one to two years, €199 million (2021: €165 million) in two to three years, €199 million (2021: €165 million) in three to four years, €662 million (2021: €199 million) in four to five years and €136 million (2021: €986 million) in more than five years. Also includes €2,914 million (2021: €962 million) in relation to cash received under collateral support agreements shown within 1 year. 3 Includes financial liabilities under put option arrangements and non-derivative financial liabilities presented within trade and other payables. Strategic report Governance Financials Other information 186 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 187 Vodafone Group Plc Annual Report 2022 The maturity profile of the Group’s financial derivatives (which include interest rate swaps, cross-currency interest rate swaps and foreign exchange swaps) using undiscounted cash flows, is as follows: 2022 2021 Payable Receivable Total Payable Receivable Total €m €m €m €m €m €m Within one year (12,671) 13,470 799 (16,218) 16,864 646 In one to two years (5,897) 6,399 502 (3,121) 3,723 602 In two to three years (2,584) 3,158 574 (5,623) 5,978 355 In three to four years (3,373) 3,864 491 (2,518) 2,903 385 In four to five years (1,699) 2,139 440 (3,305) 3,620 315 In more than five years (34,097) 40,129 6,032 (33,777) 37,399 3,622 (60,321) 69,159 8,838 (64,562) 70,487 5,925 Effect of discount/financing rates (5,884) (6,784) Financial derivative net receivable/(payable) 2,954 (859) Payables and receivables are stated separately in the table above as cash settlement is on a gross basis. Market risk Interest rate management Under the Group’s interest rate management policy, interest rates on long-term monetary assets and liabilities are principally maintained on a fixed rate basis. At 31 March 2022 and after hedging, substantially all of our outstanding liabilities are held on a fixed interest rate basis in accordance with treasury policy. For each one hundred basis point rise in market interest rates for all currencies in which the Group had borrowings at 31 March 2022 there would be an increase in profit before tax by €420 million (2021: €782 million) including mark to market revaluations of interest rate and other derivatives and the potential interest on cash and short-term investments. There would be no material impact on equity. At 31 March 2022, the Group had limited exposure through interest rate derivatives and floating rate bonds referencing LIBOR and other interbank offered rates (IBORs). Foreign exchange management As Vodafone’s primary listing is on the London Stock Exchange its share price is quoted in sterling. Since the sterling share price represents the value of its future multi-currency cash flows, principally in euro, South African rand and sterling, the Group maintains the currency of debt and interest charges in proportion to its expected future principal cash flows and has a policy to hedge external foreign exchange risks on transactions denominated in other currencies above a certain de minimis level. At 31 March 2022 11% of net debt was denominated in currencies other than euro (6% sterling, 4% South African rand and 1% other). This allows sterling, South African rand and other debt to be serviced in proportion to expected future cash flows and therefore provides a partial economic hedge against income statement translation exposure, as interest costs will be denominated in foreign currencies. Under the Group’s foreign exchange management policy, foreign exchange transaction exposure in Group companies is generally maintained at the lower of €5 million per currency per month or €15 million per currency over a six month period. The Group recognises foreign exchange movements in equity for the translation of net investment hedging instruments and balances treated as investments in foreign operations. However, there is no net impact on equity for exchange rate movements on net investment hedging instruments as there would be an offset in the currency translation of the foreign operation. At 31 March 2022 the Group held financial liabilities in a net investment hedge against the Group’s South African rand operations. Sensitivity to foreign exchange movements on the hedging liabilities, analysed against a strengthening of the South African rand by 13% (2021: 15%) would result in a decrease in equity of €221 million (2021: €285 million) which would be fully offset by foreign exchange movements on the hedged net assets. In addition, cash flow hedges of principally US dollar borrowings would result in an increase in equity of €371 million (2021: €469 million) against a strengthening of US dollar by 5% (2021: 6%). The Group profit and loss account is exposed to foreign exchange risk within both operating profit and financing income and expense. The principal reporting segment not generating income in euro is Vodacom, whose functional currency is predominantly South African rand. Financing income and expense includes foreign currency gains/losses incurred on the translation of balance sheet items not held in functional currency. These are principally on certain borrowings, derivatives, and other investments denominated in sterling and Turkish lira. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 186 Vodafone Group Plc Annual Report 2022 2020 22. Capital and financial risk management (continued) The majority of the Group’s trade receivables are due for maturity within 90 days and largely comprise amounts receivable from consumers and business customers. The following table presents information on trade receivables past due¹ and their associated expected credit losses: 31 March 2022 Trade receivables at amortised cost past due 30 days 31–60 61–180 180 Total Due or less days days days+ €m €m €m €m €m €m Gross carrying amount 2,411 650 182 390 1,043 4,676 Expected credit loss allowance (123) (83) (53) (190) (893) (1,342) Net carrying amount 2,288 567 129 200 150 3,334 31 March 2021 Trade receivables at amortised cost past due 30 days 31–60 61–180 180 Total Due or less days days days+ €m €m €m €m €m €m Gross carrying amount 2,568 717 177 405 1,290 5,157 Expected credit loss allowance (30) (72) (62) (211) (1,105) (1,480) Net carrying amount 2,538 645 115 194 185 3,677 Note: 1 Contract assets relate to amounts not yet due from customers. These amounts will be reclassified as trade receivables before they become due. Trade receivables at fair value through other comprehensive income are not materially past due. Liquidity risk Liquidity is reviewed daily on at least a 12 month rolling basis and stress tested on the assumption that any commercial paper outstanding matures and is not reissued. The Group maintains substantial cash and cash equivalents which at 31 March 2022 amounted to cash €7.5 billion (2021: €5.8 billion) and undrawn committed facilities of €8.2 billion (2021: €8.0 billion), principally euro and US dollar revolving credit facilities of €4.0 billion and US$4.0 billion (€3.6 billion) which mature in 2025 and 2027 respectively. The Group manages liquidity risk on non-current borrowings by maintaining a varied maturity profile with a cap on the level of debt maturity in any one calendar year, therefore minimising refinancing risk. Non-current borrowings mature between 1 and 37 years. The maturity profile of the anticipated future cash flows including interest in relation to the Group’s non-derivative financial liabilities on an undiscounted basis which, therefore, differs from both the carrying value and fair value, is as follows: Maturity profile1 Trade payables and other financial Bank loans Bonds Lease liabilities Other2 Total borrowings liabilities3 Total €m €m €m €m €m €m €m Within one year 700 3,569 3,130 6,823 14,222 16,884 31,106 In one to two years 33 6,190 2,189 417 8,829 29 8,858 In two to three years 411 3,786 1,759 207 6,163 – 6,163 In three to four years 2 5,746 1,579 199 7,526 – 7,526 In four to five years 205 6,253 1,387 678 8,523 – 8,523 In more than five years 21 43,514 4,242 136 47,913 – 47,913 1,372 69,058 14,286 8,460 93,176 16,913 110,089 Effect of discount/financing rates (55) (21,027) (1,747) (255) (23,084) (1) (23,085) 31 March 2022 1,317 48,031 12,539 8,205 70,092 16,912 87,004 Within one year 674 3,774 3,419 2,516 10,383 15,304 25,687 In one to two years 174 3,329 2,142 2,575 8,220 49 8,269 In two to three years 440 5,964 1,661 399 8,464 – 8,464 In three to four years 173 2,784 1,457 166 4,580 – 4,580 In four to five years 2 5,506 1,316 199 7,023 – 7,023 In more than five years 23 45,538 4,696 986 51,243 – 51,243 1,486 66,895 14,691 6,841 89,913 15,353 105,266 Effect of discount/financing rates (67) (20,010) (1,659) (417) (22,153) (2) (22,155) 31 March 2021 1,419 46,885 13,032 6,424 67,760 15,351 83,111 Notes: 1 Maturities reflect contractual cash flows applicable except in the event of a change of control or event of default, upon which lenders have the right, but not the obligation, to request payment within 30 days. This also applies to undrawn committed facilities. There is no debt that is subject to a material adverse change clause (2021: €30 million of debt in relation to the mandatorily convertible bond that matured on 12 March 2022 was subject to a material adverse change clause which would have accelerated conversion of the £1.7 billion principal recognised in equity – see note 21 ‘Borrowings’). 2 Includes spectrum licence payables with maturity profile €2,319 million (2021: €381 million) within one year, €165 million (2021: €2,171 million) in one to two years, €199 million (2021: €165 million) in two to three years, €199 million (2021: €165 million) in three to four years, €662 million (2021: €199 million) in four to five years and €136 million (2021: €986 million) in more than five years. Also includes €2,914 million (2021: €962 million) in relation to cash received under collateral support agreements shown within 1 year. 3 Includes financial liabilities under put option arrangements and non-derivative financial liabilities presented within trade and other payables. Strategic report Governance Financials Other information 187 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 188 Vodafone Group Plc Annual Report 2022 2020 22. Capital and financial risk management (continued) The following table details the Group’s sensitivity to foreign exchange risk. The percentage movement applied to the currency is based on the average movements in the previous three annual reporting periods. 2022 2021 €m €m Increase/ (decrease) in Profit before taxation ZAR 13% change (2021: 15%) 134 152 TRY 39% change (2021: 26%) 83 87 GBP 2% change (2021: 3%) (67) (23) Equity risk There is no material equity risk relating to the Group’s equity investments which are detailed in note 13 ‘Other investments’. The Group has hedged its exposure under the subordinated mandatory convertible bonds to any future movements in its share price by an option strategy designed to hedge the economic impact of share price movements. As at 31 March 2022 the Group’s sensitivity to a movement of 7% (2021: 7%) in its share price would result in an increase or decrease in profit before tax of €36 million (2021: €283 million). Risk management strategy of hedge relationships The risk strategies of the designated cash flow, fair value, and net investment hedges reflect the above market risk strategies. The objective of the cash flow hedges is principally to convert foreign currency denominated fixed rate borrowings in US dollar, pound sterling, Australian dollar, Swiss franc, Hong Kong dollar, Japanese yen, Norwegian krona and euro and US dollar floating rate borrowings into euro fixed rate borrowings and hedge the foreign exchange spot rate and interest rate risk. There are also cash flow hedges of certain subsidiary expenditure not denominated in functional currency of the entity, to hedge foreign exchange spot risk. Derivative financial instruments designated in cash flow hedges are cross-currency interest rate swaps and foreign exchange swaps and forwards. The swap maturity dates and liquidity profiles of the nominal cash flows match those of the underlying borrowings and exposures. The objective of the net investment hedges is to hedge foreign exchange risk in foreign operations. Derivative financial instruments designated in net investment hedges are cross-currency interest rate swaps and foreign exchange swaps. The hedging instruments are rolled on an ongoing basis as determined by the nature of the business. The objective of the fair value hedges is to hedge a proportion of the Group’s fixed rate euro denominated borrowing to a euro floating rate borrowing. The swap maturity dates match those of the underlying borrowing and the nominal cash flows are converted to quarterly payments. Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. For hedges of foreign currency denominated borrowings and investments, the Group uses a combination of cross-currency and foreign exchange swaps to hedge its exposure to foreign exchange risk and interest rate risk and enters into hedge relationships where the critical terms of the hedging instrument match with the terms of the hedged item. Therefore the Group expects a highly effective hedging relationship with the swap contracts and the value of the corresponding hedged items to change systematically in the opposite direction in response to movements in the underlying exchange rates and interest rates. The Group therefore performs a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match with the critical terms of the hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness. Hedge ineffectiveness may occur due to: a) The fair value of the hedging instrument on the hedge relationship designation date if the fair value is not nil; b) Changes in the contractual terms or timing of the payments on the hedged item; and c) A change in the credit risk of the Group or the counterparty with the hedging instrument. The hedge ratio for each designation will be established by comparing the quantity of the hedging instrument and the quantity of the hedged item to determine their relative weighting; for all of the Group’s existing hedge relationships the hedge ratio has been determined as 1:1. The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate market rates and foreign currency rates prevailing at 31 March. The valuation basis is level 2 of the fair value hierarchy. This classification comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset and liability, either directly or indirectly. Derivative financial assets and liabilities are included within trade and other receivables and trade and other payables in the statement of financial position. Strategic report Governance Financials Other information 188 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 189 Vodafone Group Plc Annual Report 2022 The following table represents the carrying values and nominal amounts of derivatives in a continued hedge relationship as at 31 March. At 31 March 2022 Other comprehensive income Weighted average Opening (Gain)/ Gain/(Loss) Closing Carrying Carrying balance Loss recycled to balance Euro Nominal value value 1 April deferred to financing 31 March Maturity interest amounts Assets Liabilities 2021 OCI costs 20221 year FX rate rate €m €m €m €m €m €m €m % Cash flow hedges - foreign currency risk3 Cross-currency and foreign exchange swaps US dollar bonds 20,995 2,745 10 501 (3,257) 1,272 (1,484) 2036 1.18 2.76 Australian dollar bonds 736 50 – (24) (12) 31 (5) 2024 1.56 0.92 Swiss franc bonds 624 16 1 30 (59) 49 20 2026 1.08 1.26 Pound sterling bonds 3,498 61 145 323 (239) 25 109 2043 0.86 2.97 Hong Kong dollar bonds 233 8 3 13 (18) 12 7 2028 9.08 1.48 Japanese yen bonds 78 – 6 11 (7) (2) 2 2037 128.53 2.47 Norwegian krona bonds 241 – 16 3 (7) 7 3 2026 9.15 1.12 Foreign exchange forwards2 244 – 69 – (72) 3 (69) 2022 12.34 – Cash flow hedges - foreign currency and interest rate risk3 Cross currency swaps - US dollar bonds 417 24 – 8 (33) 24 (1) 2023 1.17 1.07 Cash flow hedges - interest rate risk3 Interest rate swaps - Euro loans – – – (1) – 1 – – – – Net investment hedge - foreign exchange risk5 Cross-currency and foreign exchange swaps - South African rand investment 1,555 – 113 959 174 – 1,133 2022 17.29 0.31 28,621 2,904 363 1,823 (3,530) 1,422 (285) At 31 March 2021 Other comprehensive income Weighted average Opening (Gain)/ Gain/(Loss) Closing Carrying Carrying balance Loss recycled to balance Euro Nominal value value 1 April deferred to financing 31 March Maturity interest amounts Assets Liabilities 2020 OCI costs 20211 year FX rate rate €m €m €m €m €m €m €m % Cash flow hedges - foreign currency risk3 Cross-currency and foreign exchange swaps US dollar bonds 18,995 621 1,070 (3,922) 5,900 (1,477) 501 2036 1.18 2.82 Australian dollar bonds 736 38 – (26) (102) 104 (24) 2024 1.56 0.92 Swiss franc bonds 624 – 45 28 28 (26) 30 2026 1.08 1.26 Pound sterling bonds 2,585 40 199 94 1 228 323 2047 0.89 2.59 Hong Kong dollar bonds 233 – 13 (4) 34 (17) 13 2028 9.08 1.48 Japanese yen bonds 78 – 12 6 13 (8) 11 2037 128.53 2.47 Norwegian krona bonds 241 – 22 (3) (23) 29 3 2026 9.15 1.12 Cash flow hedges - foreign currency and interest rate risk3 Cross currency swaps - US dollar bonds 417 – 8 18 52 (62) 8 2023 1.17 1.07 Cash flow hedges - interest rate risk3 Interest rate swaps - Euro loans 568 – – 7 (11) 3 (1) 2021 – 1.21 Fair value hedges - interest rate risk4 Interest rate swaps - Eurobonds 186 131 – – – – – 2028 – – Net investment hedge - foreign exchange risk5 Cross-currency and foreign exchange swaps - South African rand investment 1,785 – 23 631 328 – 959 2021 17.30 0.31 26,448 830 1,392 (3,171) 6,220 (1,226) 1,823 Notes: 1 Fair value movement deferred into other comprehensive income includes €1,318 million loss (2021: €1,164 million loss) and €1 million gain (2021: €2 million gain) of foreign currency basis outside the cash flow and net investment hedge relationships respectively. 2 Includes euro and US dollar forward contracts against Turkish lira to hedge foreign currency forecast expenditures in local markets. Notional amounts of €146 million and $109 million (€98 million) with weighted average exchange rates of 12.45 and 10.95 respectively to Turkish lira. 3 For cashflow hedges, the movement in the hypothetical derivative (hedged item) mirrors that of the hedging instrument. Hedge ineffectiveness of the swaps designated in a cash flow hedge during the period was €nil (2021: €nil). 4 The fair value hedge was de-designated during the financial year. The carrying value of the bond de-designated during the financial year includes €66 million loss (2021: €76 million loss) of cumulative fair value adjustment for the hedged interest risk. Hedge ineffectiveness is €nil (2021: €8 million gain). The carrying value of bonds includes an additional €760 million loss (2021: €774 million loss) in relation to fair value of other bonds previously designated in fair value hedge relationships. 5 Hedge ineffectiveness of swaps designated in a net investment hedge during the period was €nil (2021: €nil). N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 188 Vodafone Group Plc Annual Report 2022 2020 22. Capital and financial risk management (continued) The following table details the Group’s sensitivity to foreign exchange risk. The percentage movement applied to the currency is based on the average movements in the previous three annual reporting periods. 2022 2021 €m €m Increase/ (decrease) in Profit before taxation ZAR 13% change (2021: 15%) 134 152 TRY 39% change (2021: 26%) 83 87 GBP 2% change (2021: 3%) (67) (23) Equity risk There is no material equity risk relating to the Group’s equity investments which are detailed in note 13 ‘Other investments’. The Group has hedged its exposure under the subordinated mandatory convertible bonds to any future movements in its share price by an option strategy designed to hedge the economic impact of share price movements. As at 31 March 2022 the Group’s sensitivity to a movement of 7% (2021: 7%) in its share price would result in an increase or decrease in profit before tax of €36 million (2021: €283 million). Risk management strategy of hedge relationships The risk strategies of the designated cash flow, fair value, and net investment hedges reflect the above market risk strategies. The objective of the cash flow hedges is principally to convert foreign currency denominated fixed rate borrowings in US dollar, pound sterling, Australian dollar, Swiss franc, Hong Kong dollar, Japanese yen, Norwegian krona and euro and US dollar floating rate borrowings into euro fixed rate borrowings and hedge the foreign exchange spot rate and interest rate risk. There are also cash flow hedges of certain subsidiary expenditure not denominated in functional currency of the entity, to hedge foreign exchange spot risk. Derivative financial instruments designated in cash flow hedges are cross-currency interest rate swaps and foreign exchange swaps and forwards. The swap maturity dates and liquidity profiles of the nominal cash flows match those of the underlying borrowings and exposures. The objective of the net investment hedges is to hedge foreign exchange risk in foreign operations. Derivative financial instruments designated in net investment hedges are cross-currency interest rate swaps and foreign exchange swaps. The hedging instruments are rolled on an ongoing basis as determined by the nature of the business. The objective of the fair value hedges is to hedge a proportion of the Group’s fixed rate euro denominated borrowing to a euro floating rate borrowing. The swap maturity dates match those of the underlying borrowing and the nominal cash flows are converted to quarterly payments. Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. For hedges of foreign currency denominated borrowings and investments, the Group uses a combination of cross-currency and foreign exchange swaps to hedge its exposure to foreign exchange risk and interest rate risk and enters into hedge relationships where the critical terms of the hedging instrument match with the terms of the hedged item. Therefore the Group expects a highly effective hedging relationship with the swap contracts and the value of the corresponding hedged items to change systematically in the opposite direction in response to movements in the underlying exchange rates and interest rates. The Group therefore performs a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match with the critical terms of the hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness. Hedge ineffectiveness may occur due to: a) The fair value of the hedging instrument on the hedge relationship designation date if the fair value is not nil; b) Changes in the contractual terms or timing of the payments on the hedged item; and c) A change in the credit risk of the Group or the counterparty with the hedging instrument. The hedge ratio for each designation will be established by comparing the quantity of the hedging instrument and the quantity of the hedged item to determine their relative weighting; for all of the Group’s existing hedge relationships the hedge ratio has been determined as 1:1. The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate market rates and foreign currency rates prevailing at 31 March. The valuation basis is level 2 of the fair value hierarchy. This classification comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset and liability, either directly or indirectly. Derivative financial assets and liabilities are included within trade and other receivables and trade and other payables in the statement of financial position. Strategic report Governance Financials Other information 189 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 190 Vodafone Group Plc Annual Report 2022 2020 22. Capital and financial risk management (continued) Changes in assets and liabilities arising from financing activities Borrowings Derivative assets and liabilities Financial liabilities under put options Other liabilities Assets and liabilities arising from financing activities €m €m €m €m €m 1 April 2021 6 67 7, ,7 76 60 0 8 85 59 9 4 49 92 2 4 49 91 1 6 69 9, ,6 60 02 2 Cash movements Proceeds from issuance of long-term borrowings 2,548 – – – 2,548 Repayment of borrowings (8,248) – – – (8,248) Net movement in short-term borrowings 3,002 – – – 3,002 Net movement in derivatives – (293) – – (293) Interest paid (2,246) 469 (17) (10) (1,804) Purchase of treasury shares – – – (2,087) (2,087) Non-cash movements Fair value movements – (2,631) – – (2,631) Foreign exchange 1,386 (930) – (15) 441 Interest costs 2,356 (428) 19 13 1,960 Lease additions 3,410 – – – 3,410 Other1 124 – – 3,106 3,230 31 March 2022 70,092 (2,954) 494 1,498 69,130 Borrowings Derivative assets and liabilities Financial liabilities under put options Other liabilities Assets and liabilities arising from financing activities €m €m €m €m €m 1 April 2020 7 74 4, ,9 92 25 5 ( (4 4, ,4 40 09 9) ) 1 1, ,8 85 50 0 1 17 70 0 7 72 2, ,5 53 36 6 Cash movements Proceeds from issuance of long-term borrowings 4,359 – – – 4,359 Repayment of borrowings (12,237) – – – (12,237) Net movement in short-term borrowings (2,791) – – – (2,791) Net movement in derivatives – 279 – – 279 Interest paid (2,421) 452 (141) (42) (2,152) Purchase of treasury shares – – – (62) (62) Payments for settlement of written put options – – (1,482) – (1,482) Non-cash movements Fair value movements (9) 3,594 – – 3,585 Foreign exchange (1,480) 1,428 – (2) (54) Interest costs 2,459 (485) 62 11 2,047 Lease additions 4,578 – – – 4,578 Acquisitions of subsidiaries 234 – – – 234 Other1 143 – 203 416 762 31 March 2021 67,760 859 492 491 69,602 Note: 1 Movement in Other liabilities primarily relate to share buyback programmes. Strategic report Governance Financials Other information 190 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 191 Vodafone Group Plc Annual Report 2022 Fair value and carrying value information The carrying value and valuation basis of the Group’s financial assets are set out in notes 13 ‘Other investments’, 14 ‘Trade and other receivables’ and 19 ‘Cash and cash equivalents’. For all financial assets held at amortised cost the carrying values approximate fair value except as disclosed in note 13 ‘Other investments’. The carrying value and valuation basis of the Group’s financial liabilities are set out in notes 15 ‘Trade and other payables’ and 21 ‘Borrowings’. The carrying values approximate fair value for the Group’s trade payables and other payables categories. For other financial liabilities a comparison of fair value and carrying value is disclosed in note 21 ‘Borrowings’. Net financial instruments The table below shows the Group’s financial assets and liabilities that are subject to offset in the balance sheet and the impact of enforceable master netting or similar agreements. At 31 March 2022 Related amounts not set off in the balance sheet Gross amount Amount set off Amounts presented in balance sheet Right of set off with derivative counterparties Collateral (liabilities)/assets1 Net amount €m €m €m €m €m €m Derivative financial assets 4,626 – 4,626 (1,365) (2,914) 347 Derivative financial liabilities (1,672) – (1,672) 1,365 368 61 Total 2,954 – 2,954 – (2,546) 408 At 31 March 2021 Related amounts not set off in the balance sheet Gross amount Amount set off Amounts presented in balance sheet Right of set off with derivative counterparties Collateral (liabilities)/assets1 Net amount €m €m €m €m €m €m Derivative financial assets 3,151 – 3,151 (1,989) (962) 200 Derivative financial liabilities (4,010) – (4,010) 1,989 2,194 173 Total (859) – (859) – 1,232 373 Note: 1 Excludes collateral of €330 million (2021: €913 million) pledged as initial margin that does not offset against existing mark to market balances as at 31 March. Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Derivative financial instruments that do not meet the criteria for offset could be settled net in certain circumstances under ISDA (‘International Swaps and Derivatives Association’) agreements where each party has the option to settle amounts on a net basis in the event of default from the other. Collateral may be offset and net settled against derivative financial instruments in the event of default by either party. The aforementioned collateral balances are recorded in ‘other investments’ or ‘current borrowings’ respectively. 23. Directors and key management compensation This note details the total amounts earned by the Company’s Directors and members of the Executive Committee. Directors Aggregate emoluments of the Directors of the Company were as follows: 2022 2021 2020 €m €m €m Salaries and fees 4 4 4 Incentive schemes1 3 3 2 Other benefits2 – – 1 7 7 7 Notes: 1 Excludes gains from long-term incentive plans. 2 Includes the value of the cash allowance taken by some individuals in lieu of pension contributions. No Directors serving during the year exercised share options in the year ended 31 March 2022 (2021: None; 2020: None). N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 190 Vodafone Group Plc Annual Report 2022 2020 22. Capital and financial risk management (continued) Changes in assets and liabilities arising from financing activities Borrowings Derivative assets and liabilities Financial liabilities under put options Other liabilities Assets and liabilities arising from financing activities €m €m €m €m €m 1 April 2021 6 67 7, ,7 76 60 0 8 85 59 9 4 49 92 2 4 49 91 1 6 69 9, ,6 60 02 2 Cash movements Proceeds from issuance of long-term borrowings 2,548 – – – 2,548 Repayment of borrowings (8,248) – – – (8,248) Net movement in short-term borrowings 3,002 – – – 3,002 Net movement in derivatives – (293) – – (293) Interest paid (2,246) 469 (17) (10) (1,804) Purchase of treasury shares – – – (2,087) (2,087) Non-cash movements Fair value movements – (2,631) – – (2,631) Foreign exchange 1,386 (930) – (15) 441 Interest costs 2,356 (428) 19 13 1,960 Lease additions 3,410 – – – 3,410 Other1 124 – – 3,106 3,230 31 March 2022 70,092 (2,954) 494 1,498 69,130 Borrowings Derivative assets and liabilities Financial liabilities under put options Other liabilities Assets and liabilities arising from financing activities €m €m €m €m €m 1 April 2020 7 74 4, ,9 92 25 5 ( (4 4, ,4 40 09 9) ) 1 1, ,8 85 50 0 1 17 70 0 7 72 2, ,5 53 36 6 Cash movements Proceeds from issuance of long-term borrowings 4,359 – – – 4,359 Repayment of borrowings (12,237) – – – (12,237) Net movement in short-term borrowings (2,791) – – – (2,791) Net movement in derivatives – 279 – – 279 Interest paid (2,421) 452 (141) (42) (2,152) Purchase of treasury shares – – – (62) (62) Payments for settlement of written put options – – (1,482) – (1,482) Non-cash movements Fair value movements (9) 3,594 – – 3,585 Foreign exchange (1,480) 1,428 – (2) (54) Interest costs 2,459 (485) 62 11 2,047 Lease additions 4,578 – – – 4,578 Acquisitions of subsidiaries 234 – – – 234 Other1 143 – 203 416 762 31 March 2021 67,760 859 492 491 69,602 Note: 1 Movement in Other liabilities primarily relate to share buyback programmes. Strategic report Governance Financials Other information 191 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 192 Vodafone Group Plc Annual Report 2022 2020 23. Directors and key management compensation (continued) Key management compensation Aggregate compensation for key management, being the Directors and members of the Executive Committee, was as follows: 2022 2021 2020 Re-presented1 Re-presented1 €m €m €m Short-term employee benefits 28 28 27 Share-based payments 8 11 7 36 39 34 Note: 1 The prior year comparatives for share-based payments have been re-presented to reflect the market value of the vested shares provided to key management personnel in the reported period. The previous presentation was based on the value of share awards granted and recognised over the vesting period, however the grants were subject to various vesting conditions. The revised measurement basis is considered to provide a more appropriate measure of actual compensation received by key management personnel in the period. The re-presentation decreases the previously disclosed amounts by €12 million and €23 million for the years ended 31 March 2021 and 31 March 2020, respectively. 24. Employees This note shows the average number of people employed by the Group during the year, in which areas of our business our employees work and where they are based. It also shows total employment costs. 2022 2021 2020 Employees Employees Employees By activity Operations 15,404 14,893 14,616 Selling and distribution 25,499 26,874 28,133 Customer care and administration 56,038 54,739 52,470 96,941 96,506 95,219 By segment Germany 15,256 15,798 15,199 Italy 5,765 5,818 5,980 Spain 4,194 4,257 4,316 UK 9,198 9,584 10,295 Other Europe 15,106 15,460 14,646 Vodacom 7,973 7,810 7,773 Other Markets 9,336 9,498 10,515 Vantage Towers1 502 – – Common Functions 29,611 28,281 26,495 Total 96,941 96,506 95,219 Note: 1 Vantage Towers is a new reporting segment for the year ended 31 March 2022. See Note 2 ‘Revenue disaggregation and segmental analysis’ for details. The cost incurred in respect of these employees (including Directors) was: 2022 2021 2020 €m €m €m Wages and salaries 4,469 4,238 4,571 Social security costs 578 549 531 Other pension costs (note 25) 168 235 226 Share-based payments (note 26) 119 135 134 Total 5,334 5,157 5,462 Strategic report Governance Financials Other information 192 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 193 Vodafone Group Plc Annual Report 2022 25. Post employment benefits The Group operates a number of Defined Benefit and Defined Contribution retirement plans for our employees. The Group’s largest defined benefit plan is in the UK. For further details see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation’. Accounting policies For defined benefit retirement plans, the difference between the fair value of the plan assets and the present value of the plan liabilities is recognised as an asset or a liability on the consolidated statement of financial position. Defined benefit plan liabilities are assessed using the projected unit funding method and applying the principal actuarial assumptions at the reporting period date. Assets are valued at market value. Actuarial gains and losses are taken to the consolidated statement of comprehensive income for defined benefit plans or consolidated income statement for cash leaver plans as incurred. For this purpose, actuarial gains and losses comprise both the effects of changes in actuarial assumptions and experience adjustments arising from differences between the previous actuarial assumptions and what has actually occurred. The return on plan assets, in excess of interest income, and costs incurred for the management of plan assets are also taken to other comprehensive income. Other movements in the net surplus or deficit are recognised in the consolidated income statement, including the current service cost, any past service cost and the effect of any settlements. The interest cost less the expected interest income on assets is also charged to the consolidated income statement. The amount charged to the consolidated income statement in respect of these plans is included within operating costs or in the Group’s share of the results of equity accounted operations, as appropriate. The Group’s contributions to defined contribution pension plans are charged to the consolidated income statement as they fall due. Background At 31 March 2022 the Group operated a number of retirement plans for the benefit of its employees throughout the world, with varying rights and obligations depending on the conditions and practices in the countries concerned. The Group’s philosophy is to provide access to defined contribution retirement plans where feasible and to manage legacy defined benefit retirement arrangements. Defined benefit plans provide benefits based on the employees’ length of pensionable service and their final pensionable salary or other criteria. Defined contribution plans offer employees individual funds that are converted into benefits at the time of retirement. The Group operates defined benefit plans in Germany, India, Ireland, Italy, the UK, the United States; defined benefit indemnity plans in Greece and Turkey; and a cash leaver plan in India. Defined contribution plans are currently provided in Egypt, Germany, Greece, Hungary, India, Ireland, Italy, Portugal, South Africa, Spain and the UK. Income statement expense 2022 2021 2020 €m €m €m Defined contribution plans 197 204 180 Defined benefit plans (29) 31 46 Total amount charged to income statement (note 24) 168 235 226 Defined benefit plans The Group’s retirement policy is to provide competitive pension provision, in each operating country, in line with the market median for that location. The Group’s preferred retirement provision is focused on Defined Contribution arrangements and/or State provision for future service. The Group’s main defined benefit funding liability is the Vodafone UK Group Pension Scheme (‘Vodafone UK plan’). Since June 2014 the Vodafone UK plan has consisted of two segregated sections: the Vodafone Section and the Cable & Wireless Section (‘CWW Section’). Both sections are closed to new entrants and to future accrual. The Group also operates smaller funded and unfunded plans in the UK, funded and unfunded plans in Germany and a funded plan in Ireland. Defined benefit pension provision exposes the Group to actuarial risks such as longer than expected longevity of participants, lower than expected return on investments and higher than expected inflation, which may increase the liabilities or reduce the value of assets of the plans. During 2022 the Group consolidated its defined benefit plans with the mergers of a small plan in the UK, The J O Grant & Taylor (London) Ltd Staff Pension Scheme, into the Vodafone Section of the Vodafone UK plan and of the Cable and Wireless Employee Benefits Scheme in Ireland into the Vodafone Ireland Pension Plan. The main defined benefit plans are administered by trustee boards which are legally separate from the Group and consist of representatives who are employees, former employees or are independent from the Group. The trustee boards of the pension plans are required by legislation to act in the best interest of the participants, set the investment strategy and contribution rates and are subject to statutory funding regimes. The Vodafone UK plan is registered as an occupational pension plan with HM Revenue and Customs (‘HMRC’) and is subject to UK legislation and operates within the framework outlined by the Pensions Regulator. UK legislation requires that pension plans are funded prudently and that valuations are undertaken at least every three years. Separate valuations are required for the Vodafone Section and CWW Section. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 192 Vodafone Group Plc Annual Report 2022 2020 23. Directors and key management compensation (continued) Key management compensation Aggregate compensation for key management, being the Directors and members of the Executive Committee, was as follows: 2022 2021 2020 Re-presented1 Re-presented1 €m €m €m Short-term employee benefits 28 28 27 Share-based payments 8 11 7 36 39 34 Note: 1 The prior year comparatives for share-based payments have been re-presented to reflect the market value of the vested shares provided to key management personnel in the reported period. The previous presentation was based on the value of share awards granted and recognised over the vesting period, however the grants were subject to various vesting conditions. The revised measurement basis is considered to provide a more appropriate measure of actual compensation received by key management personnel in the period. The re-presentation decreases the previously disclosed amounts by €12 million and €23 million for the years ended 31 March 2021 and 31 March 2020, respectively. 24. Employees This note shows the average number of people employed by the Group during the year, in which areas of our business our employees work and where they are based. It also shows total employment costs. 2022 2021 2020 Employees Employees Employees By activity Operations 15,404 14,893 14,616 Selling and distribution 25,499 26,874 28,133 Customer care and administration 56,038 54,739 52,470 96,941 96,506 95,219 By segment Germany 15,256 15,798 15,199 Italy 5,765 5,818 5,980 Spain 4,194 4,257 4,316 UK 9,198 9,584 10,295 Other Europe 15,106 15,460 14,646 Vodacom 7,973 7,810 7,773 Other Markets 9,336 9,498 10,515 Vantage Towers1 502 – – Common Functions 29,611 28,281 26,495 Total 96,941 96,506 95,219 Note: 1 Vantage Towers is a new reporting segment for the year ended 31 March 2022. See Note 2 ‘Revenue disaggregation and segmental analysis’ for details. The cost incurred in respect of these employees (including Directors) was: 2022 2021 2020 €m €m €m Wages and salaries 4,469 4,238 4,571 Social security costs 578 549 531 Other pension costs (note 25) 168 235 226 Share-based payments (note 26) 119 135 134 Total 5,334 5,157 5,462 Strategic report Governance Financials Other information 193 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) ��� Vodafone Group Plc ������ ������ ���� ���� 25. Post employment benefits (continued) The trustees obtain regular actuarial valuations to check whether the statutory funding objective is met and whether a recovery plan is required to restore funding to the level of the agreed technical provisions. The 31 March 2019 triennial actuarial valuation for the Vodafone Section and CWW Section of the Vodafone UK plan showed a net deficit of £78 million (€90 million) on the funding basis, comprising of a £173 million (€200 million) deficit for the Vodafone Section and a £95 million (€110 million) surplus for the CWW Section. The next triennial actuarial valuation of the Vodafone UK plan has an effective date of 31 March 2022. These plan-specific actuarial valuations will differ to the IAS 19 accounting basis, which is used to measure pension assets and liabilities presented in the Group’s consolidated statement of financial position. Following the 2019 triennial valuation, the Group and trustees of the Vodafone UK plan agreed a funding plan to address the valuation deficit in the Vodafone Section over the period to 31 March 2025 and made a cash contribution on 4 September 2020 of £80 million (€90 million) into the Vodafone Section. This cash payment was invested into an annuity policy issued by a third party insurance company which in turn entered into a reinsurance policy covering these risks with the Group’s captive insurance company, see note 15 ‘Trade and other payables’. No further contributions are due in respect of the deficit revealed at the 2019 valuation. Funding plans are individually agreed for each of the Group’s other defined benefit plans with the respective trustees or governing board, taking into account local regulatory requirements. It is expected that ordinary contributions of €49 million will be paid into the Group’s defined benefit plans during the year ending 31 March 2023. The Group has also provided certain guarantees in respect of the Vodafone UK plan; further details are provided in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements. The investment strategy for the UK plans is controlled by the trustees in consultation with the Group and the plans have no direct investments in the Group’s equity securities or in property or other assets currently used by the Group. The allocation of assets between different classes of investment is reviewed regularly and is a key factor in the trustee investment policy. The trustees aim to achieve the plan’s investment objectives through investing partly in a diversified mix of growth assets which, over the long term, are expected to grow in value by more than the low risk assets. The low risk assets include cash and gilts, inflation and interest rate hedging and in substance insured pensioner annuity policies in both the Vodafone Section and CWW Sections of the Vodafone UK plan and an insured pensioner annuity policy in the Vodafone Ireland Pension Plan. A number of investment managers are appointed to promote diversification by assets, organisation and investment style and current market conditions and trends are regularly assessed, which may lead to adjustments in the asset allocation. Actuarial assumptions The Group’s plan liabilities are measured using the projected unit credit method using the principal actuarial assumptions set out below: 2022 2021 2020 % % % Weighted average actuarial assumptions used at 31 March1: Rate of inflation2 3.3 2.9 2.2 Rate of increase in salaries3 3.1 2.7 2.5 Discount rate 2.5 1.8 2.0 Notes: 1 Figures shown represent a weighted average assumption of the individual plans. 2 The rate of increase in pensions in payment and deferred revaluation are dependent on the rate of inflation. 3 Relates only to schemes open to future accrual primarily in Germany, Ireland and India. Mortality assumptions used are based on recommendations from the individual local actuaries which include adjustments for the experience of the Group where appropriate. The Group’s largest plan is the Vodafone UK plan. Further life expectancies assumed for the UK plans are 23.4/25.4 years (2021: 23.4/25.4 years) for a male/female pensioner currently aged 65 years and 25.4/27.5 years (2021: 25.4/27.4 years) from age 65 for a male/female non-pensioner member currently aged 40. Charges made to the consolidated income statement and consolidated statement of comprehensive income (‘SOCI’) on the basis of the assumptions stated above are: 2022 2021 2020 €m €m €m Current service cost 38 37 37 Net past service (credit)/costs1 (71) 2 – Net interest charge/(income) 4 (8) 9 Total net (credit)/cost included within staff costs (29) 31 46 Actuarial gains/(losses) recognised in the SOCI 627 (686) 640 Note: 1 A change in Germany relating to the provision of death and disability benefits effective from 1 April 2021 resulted in a past service credit of €49 million; further net past service credits were recognised in the year ended 31 March 2022 for the Vodafone UK plan relating to the offer of a pension increase exchange to all members at retirement and benefit clarifications. Duration of the benefit obligations The weighted average duration of the defined benefit obligation at 31 March 2022 is 21 years (2021: 21 years). Strategic report Governance Financials Other information 194 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 195 Vodafone Group Plc Annual Report 2022 Fair value of the assets and present value of the liabilities of the plans The amount included in the consolidated statement of financial position arising from the Group’s obligations in respect of its defined benefit plans is as follows: Assets Liabilities Net surplus/ (deficit) €m €m €m 1 April 2020 6,906 (6,754) 152 Service cost – (39) (39) Interest income/(cost) 137 (129) 8 Return on plan assets excluding interest income 466 – 466 Actuarial losses arising from changes in financial assumptions – (1,118) (1,118) Actuarial losses arising from experience adjustments – (34) (34) Employer cash contributions 125 – 125 Member cash contributions 10 (10) – Benefits paid (243) 243 – Exchange rate movements 244 (249) (5) Other movements (13) 5 (8) 31 March 2021 7,632 (8,085) (453) Service cost – (38) (38) Past service credit – 71 71 Interest income/(cost) 140 (144) (4) Return on plan assets excluding interest income 58 – 58 Actuarial gains arising from changes in demographic assumptions – 7 7 Actuarial gains arising from changes in financial assumptions – 483 483 Actuarial gains arising from experience adjustments – 79 79 Employer cash contributions 60 – 60 Member cash contributions 17 (17) – Benefits paid (241) 241 – Exchange rate movements 52 (45) 7 Other movements (3) 7 4 31 March 2022 7,715 (7,441) 274 An analysis of the net surplus/(deficit) is provided below for the Group as a whole. 2022 2021 €m €m Analysis of net surplus/(deficit): Total fair value of plan assets 7,715 7,632 Present value of funded plan liabilities (7,337) (7,968) Net surplus/(deficit) for funded plans 378 (336) Present value of unfunded plan liabilities (104) (117) Net surplus/(deficit) 274 (453) Net surplus/(deficit) is analysed as: Assets1 555 60 Liabilities (281) (513) Note: 1 Pension assets are deemed to be recoverable and there are no adjustments in respect of minimum funding requirements as economic benefits are available to the Group either in the form of future refunds or, for plans still open to benefit accrual, in the form of possible reductions in future contributions. An analysis of net surplus/(deficit) is provided below for the Vodafone UK plan, which is a funded plan. As part of the merger of the Vodafone UK plan and the Cable and Wireless Worldwide Retirement Plan (‘CWWRP’) plan on 6 June 2014 the assets and liabilities of the CWW Section are segregated from the Vodafone Section and hence are reported separately below. CWW Section Vodafone Section 2022 2021 2022 2021 €m €m €m €m Analysis of net surplus/(deficit): Total fair value of plan assets 2,850 2,912 3,399 3,298 Present value of plan liabilities (2,565) (2,852) (3,166) (3,457) Net surplus/(deficit) 285 60 233 (159) Net surplus/(deficit) are analysed as: Assets 285 60 233 – Liabilities – – – (159) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) ��� Vodafone Group Plc ������ ������ ���� ���� 25. Post employment benefits (continued) The trustees obtain regular actuarial valuations to check whether the statutory funding objective is met and whether a recovery plan is required to restore funding to the level of the agreed technical provisions. The 31 March 2019 triennial actuarial valuation for the Vodafone Section and CWW Section of the Vodafone UK plan showed a net deficit of £78 million (€90 million) on the funding basis, comprising of a £173 million (€200 million) deficit for the Vodafone Section and a £95 million (€110 million) surplus for the CWW Section. The next triennial actuarial valuation of the Vodafone UK plan has an effective date of 31 March 2022. These plan-specific actuarial valuations will differ to the IAS 19 accounting basis, which is used to measure pension assets and liabilities presented in the Group’s consolidated statement of financial position. Following the 2019 triennial valuation, the Group and trustees of the Vodafone UK plan agreed a funding plan to address the valuation deficit in the Vodafone Section over the period to 31 March 2025 and made a cash contribution on 4 September 2020 of £80 million (€90 million) into the Vodafone Section. This cash payment was invested into an annuity policy issued by a third party insurance company which in turn entered into a reinsurance policy covering these risks with the Group’s captive insurance company, see note 15 ‘Trade and other payables’. No further contributions are due in respect of the deficit revealed at the 2019 valuation. Funding plans are individually agreed for each of the Group’s other defined benefit plans with the respective trustees or governing board, taking into account local regulatory requirements. It is expected that ordinary contributions of €49 million will be paid into the Group’s defined benefit plans during the year ending 31 March 2023. The Group has also provided certain guarantees in respect of the Vodafone UK plan; further details are provided in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements. The investment strategy for the UK plans is controlled by the trustees in consultation with the Group and the plans have no direct investments in the Group’s equity securities or in property or other assets currently used by the Group. The allocation of assets between different classes of investment is reviewed regularly and is a key factor in the trustee investment policy. The trustees aim to achieve the plan’s investment objectives through investing partly in a diversified mix of growth assets which, over the long term, are expected to grow in value by more than the low risk assets. The low risk assets include cash and gilts, inflation and interest rate hedging and in substance insured pensioner annuity policies in both the Vodafone Section and CWW Sections of the Vodafone UK plan and an insured pensioner annuity policy in the Vodafone Ireland Pension Plan. A number of investment managers are appointed to promote diversification by assets, organisation and investment style and current market conditions and trends are regularly assessed, which may lead to adjustments in the asset allocation. Actuarial assumptions The Group’s plan liabilities are measured using the projected unit credit method using the principal actuarial assumptions set out below: 2022 2021 2020 % % % Weighted average actuarial assumptions used at 31 March1: Rate of inflation2 3.3 2.9 2.2 Rate of increase in salaries3 3.1 2.7 2.5 Discount rate 2.5 1.8 2.0 Notes: 1 Figures shown represent a weighted average assumption of the individual plans. 2 The rate of increase in pensions in payment and deferred revaluation are dependent on the rate of inflation. 3 Relates only to schemes open to future accrual primarily in Germany, Ireland and India. Mortality assumptions used are based on recommendations from the individual local actuaries which include adjustments for the experience of the Group where appropriate. The Group’s largest plan is the Vodafone UK plan. Further life expectancies assumed for the UK plans are 23.4/25.4 years (2021: 23.4/25.4 years) for a male/female pensioner currently aged 65 years and 25.4/27.5 years (2021: 25.4/27.4 years) from age 65 for a male/female non-pensioner member currently aged 40. Charges made to the consolidated income statement and consolidated statement of comprehensive income (‘SOCI’) on the basis of the assumptions stated above are: 2022 2021 2020 €m €m €m Current service cost 38 37 37 Net past service (credit)/costs1 (71) 2 – Net interest charge/(income) 4 (8) 9 Total net (credit)/cost included within staff costs (29) 31 46 Actuarial gains/(losses) recognised in the SOCI 627 (686) 640 Note: 1 A change in Germany relating to the provision of death and disability benefits effective from 1 April 2021 resulted in a past service credit of €49 million; further net past service credits were recognised in the year ended 31 March 2022 for the Vodafone UK plan relating to the offer of a pension increase exchange to all members at retirement and benefit clarifications. Duration of the benefit obligations The weighted average duration of the defined benefit obligation at 31 March 2022 is 21 years (2021: 21 years). Strategic report Governance Financials Other information 195 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 196 Vodafone Group Plc Annual Report 2021 2020 25. Post employment benefits (continued) Fair value of plan assets 2022 2021 €m €m Cash and cash equivalents 55 247 Equity investments: With quoted prices in an active market 849 1,376 Without quoted prices in an active market 359 294 Debt instruments: With quoted prices in an active market 1,334 4,589 Without quoted prices in an active market 317 559 Property: With quoted prices in an active market 29 26 Without quoted prices in an active market 460 494 Derivatives:1 Without quoted prices in an active market 2,195 (1,557) Investment fund 1,161 604 Annuity policies With quoted prices in an active market 34 4 Without quoted prices 922 996 Total 7,715 7,632 Note: 1 Derivatives include collateral held in the form of cash. Assets are valued using ‘level 2’ inputs under IFRS 13 ‘Fair Value Measurement’ principles and classified as unquoted accordingly. The fair value of plan assets, which have been measured in accordance with IFRS 13 ‘Fair Value Measurement’, are analysed by asset category above and are subdivided by assets that have a quoted market price in an active market and those that do not, such as investment funds. Where available, the fair values are quoted prices (e.g. listed equity, sovereign debt and corporate bonds). Unlisted investments without quoted prices in an active market (e.g. private equity) are included at values provided by the fund manager in accordance with relevant guidance. Other significant assets are valued based on observable inputs such as yield curves. The Vodafone UK plan annuity policies fully match the pension obligations of those pensioners insured and therefore are set equal to the present value of the related obligations. Investment funds of €1,161 million at 31 March 2022 include investments in diversified alternative beta funds held in the Vodafone Section of the Vodafone UK plan. The actual return on plan assets over the year to 31 March 2022 was a gain of €198 million (2021: €603 million gain). Sensitivity analysis Measurement of the Group’s defined benefit retirement obligation is sensitive to changes in certain key assumptions. The sensitivity analysis below shows how a reasonably possible increase or decrease in a particular assumption would, in isolation, result in an increase or decrease in the present value of the defined benefit obligation as at 31 March 2022. Rate of inflation Rate of increase in salaries Discount rate Life expectancy Decrease by 0.5% Increase by 0.5% Decrease by 0.5% Increase by 0.5% Decrease by 0.5% Increase by 0.5% Decrease by 1 year Increase by 1 year €m €m €m €m €m €m €m €m (Decrease)/increase in present (547) 552 (1) 1 770 (668) (248) 248 value of defined benefit obligation1 Note: 1 The sensitivity analysis may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another. In presenting this sensitivity analysis, the change in the present value of the defined benefit obligation has been calculated on the same basis as prior years using the projected unit credit method at the end of the year, which is the same as that applied in calculating the defined benefit obligation liability recognised in the statement of financial position. The rate of inflation assumption sensitivity factors in the impact of changes to all assumptions relating to inflation including the rate of increase in salaries, pension increases and deferred revaluations. Strategic report Governance Financials Other information 196 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 197 Vodafone Group Plc Annual Report 2022 26. Share-based payments The Group has a number of share plans used to award shares to Executive Directors and employees as part of their remuneration package. A charge is recognised over the vesting period in the consolidated income statement to record the cost of these, based on the fair value of the award on the grant date. Accounting policies The Group issues equity-settled share-based awards to certain employees. Equity-settled share-based awards are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity- settled share-based award is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions. A corresponding increase in additional paid-in capital is also recognised. Some share awards have an attached market condition, based on total shareholder return (‘TSR’), which is taken into account when calculating the fair value of the share awards. The valuation for the TSR is based on Vodafone’s ranking within the same group of companies, where possible, over the past five years. The fair value of awards of non-vested shares is a calculation of the closing price of the Company’s shares on the day prior to the grant date, adjusted for the present value of the delay in receiving dividends where appropriate. The maximum aggregate number of ordinary shares which may be issued in respect of share options or share plans will not (without shareholder approval) exceed: − 10% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of ordinary shares which have been allocated in the preceding ten year period under all plans; and − 5% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of ordinary shares which have been allocated in the preceding ten year period under all plans, other than any plans which are operated on an all-employee basis. Share options Vodafone Sharesave Plan Under the Vodafone Sharesave Plan UK staff may acquire shares in the Company through monthly savings of up to £375 over a three and/or five year period. The savings may then be used to purchase shares at the option price, which is set at the beginning of the invitation period and usually at a discount of 20% to the then prevailing market price of the Company’s shares. Share plans Vodafone Group executive plans Under the Vodafone Global Incentive Plan awards of shares are granted to Directors and certain employees. The release of these shares is conditional upon continued employment and for some awards achievement of certain performance targets measured over a three year period. Vodafone Share Incentive Plan Following a review of the UK all-employee plans it was decided that with effect from 1 April 2017 employees would no longer be able to contribute to the Share Incentive Plan and would therefore no longer receive matching shares. Individuals who hold shares in the plan will continue to receive dividend shares. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 196 Vodafone Group Plc Annual Report 2021 2020 25. Post employment benefits (continued) Fair value of plan assets 2022 2021 €m €m Cash and cash equivalents 55 247 Equity investments: With quoted prices in an active market 849 1,376 Without quoted prices in an active market 359 294 Debt instruments: With quoted prices in an active market 1,334 4,589 Without quoted prices in an active market 317 559 Property: With quoted prices in an active market 29 26 Without quoted prices in an active market 460 494 Derivatives:1 Without quoted prices in an active market 2,195 (1,557) Investment fund 1,161 604 Annuity policies With quoted prices in an active market 34 4 Without quoted prices 922 996 Total 7,715 7,632 Note: 1 Derivatives include collateral held in the form of cash. Assets are valued using ‘level 2’ inputs under IFRS 13 ‘Fair Value Measurement’ principles and classified as unquoted accordingly. The fair value of plan assets, which have been measured in accordance with IFRS 13 ‘Fair Value Measurement’, are analysed by asset category above and are subdivided by assets that have a quoted market price in an active market and those that do not, such as investment funds. Where available, the fair values are quoted prices (e.g. listed equity, sovereign debt and corporate bonds). Unlisted investments without quoted prices in an active market (e.g. private equity) are included at values provided by the fund manager in accordance with relevant guidance. Other significant assets are valued based on observable inputs such as yield curves. The Vodafone UK plan annuity policies fully match the pension obligations of those pensioners insured and therefore are set equal to the present value of the related obligations. Investment funds of €1,161 million at 31 March 2022 include investments in diversified alternative beta funds held in the Vodafone Section of the Vodafone UK plan. The actual return on plan assets over the year to 31 March 2022 was a gain of €198 million (2021: €603 million gain). Sensitivity analysis Measurement of the Group’s defined benefit retirement obligation is sensitive to changes in certain key assumptions. The sensitivity analysis below shows how a reasonably possible increase or decrease in a particular assumption would, in isolation, result in an increase or decrease in the present value of the defined benefit obligation as at 31 March 2022. Rate of inflation Rate of increase in salaries Discount rate Life expectancy Decrease by 0.5% Increase by 0.5% Decrease by 0.5% Increase by 0.5% Decrease by 0.5% Increase by 0.5% Decrease by 1 year Increase by 1 year €m €m €m €m €m €m €m €m (Decrease)/increase in present (547) 552 (1) 1 770 (668) (248) 248 value of defined benefit obligation1 Note: 1 The sensitivity analysis may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another. In presenting this sensitivity analysis, the change in the present value of the defined benefit obligation has been calculated on the same basis as prior years using the projected unit credit method at the end of the year, which is the same as that applied in calculating the defined benefit obligation liability recognised in the statement of financial position. The rate of inflation assumption sensitivity factors in the impact of changes to all assumptions relating to inflation including the rate of increase in salaries, pension increases and deferred revaluations. Strategic report Governance Financials Other information 197 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 198 Vodafone Group Plc Annual Report 2022 2020 26. Share-based payments (continued) Movements in outstanding ordinary share options Ordinary share options 2022 2021 2020 Millions Millions Millions 1 April 62 53 46 Granted during the year 20 35 39 Forfeited during the year (2) (1) (1) Exercised during the year (1) – – Expired during the year (18) (25) (31) 31 March 61 62 53 Weighted average exercise price: 1 April £1.07 £1.19 £1.40 Granted during the year £0.95 £1.03 £1.06 Forfeited during the year £1.06 £1.16 £1.36 Exercised during the year £1.17 £1.23 £1.50 Expired during the year £1.10 £1.27 £1.34 31 March £1.02 £1.07 £1.19 Summary of options outstanding 31 March 2022 31 March 2021 Outstanding shares Weighted average exercise Weighted remaining average contractual life Outstanding shares Weighted average exercise Weighted remaining average contractual life Millions price Months Millions price Months Vodafone Group Sharesave Plan: £0.91 – £1.89 61 £1.02 24 62 £1.07 30 Share awards Movements in non-vested shares are as follows: 2022 2021 2020 Weighted Weighted Weighted average fair average fair average fair value at value at value at Millions grant date Millions grant date Millions grant date 1 April 267 £1.20 245 £1.41 200 £1.92 Granted 113 £1.17 108 £0.99 135 £1.00 Vested (68) £1.44 (56) £1.56 (44) £2.10 Forfeited (42) £1.52 (30) £1.10 (46) £1.76 31 March 270 £1.07 267 £1.20 245 £1.41 Other information The total fair value of shares vested during the year ended 31 March 2022 was £98 million (2021: £108 million; 2020: £92 million). The compensation cost included in the consolidated income statement in respect of share options and share plans was €119 million (2021: €135 million; 2020: €134 million) which is comprised principally of equity-settled transactions. The average share price for the year ended 31 March 2022 was 122.1 pence (2021: 120.8 pence; 2020: 135.9 pence). Strategic report Governance Financials Other information 198 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 199 Vodafone Group Plc Annual Report 2022 27. Acquisitions and disposals The note below provides details of acquisition and disposal transactions for the current year as well as those completed in the prior year. For further details see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation’ to the consolidated financial statements. Accounting policies Business combinations Acquisitions of subsidiaries are accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values at the date of exchange of assets given, liabilities incurred or assumed and equity instruments issued by the Group. Acquisition-related costs are recognised in the consolidated income statement as incurred. The acquiree’s identifiable assets and liabilities are recognised at their fair values at the acquisition date, which is the date on which control is transferred to the Group. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the Group’s previously held equity interest in the acquiree, if any, over the net amounts of identifiable assets acquired and liabilities assumed at the acquisition date. The interest of the non-controlling shareholders in the acquiree may initially be measured either at fair value or at the non-controlling shareholders’ proportion of the net fair value of the identifiable assets acquired, liabilities and contingent liabilities assumed. The choice of measurement basis is made on an acquisition-by-acquisition basis. Acquisition of interests from non-controlling shareholders In transactions with non-controlling parties that do not result in a change in control, the difference between the fair value of the consideration paid or received and the amount by which the non-controlling interest is adjusted is recognised in equity. Acquisitions The aggregate cash consideration in respect of purchases of subsidiaries, net of cash acquired, is as follows: 2022 2021 €m €m Cash consideration paid Acquisitions during the year – 138 Net cash acquired – (2) – 136 During the prior year ended 31 March 2021, the Group completed acquisitions for an aggregate consideration of €178 million, satisfied by the transfer of equity interests in certain of the Group’s subsidiaries. The aggregate fair values of goodwill, identifiable assets, liabilities and non- controlling interests recognised on acquisition were €82 million, €468 million, €312 million and €60 million, respectively. In addition, the Group paid €138 million in respect of acquisitions completed in prior periods. Disposals The difference between the carrying value of the net assets disposed of and the fair value of consideration received is recorded as a gain or loss on disposal. Foreign exchange translation gains or losses relating to subsidiaries, joint arrangements and associates that the Group has disposed of, and that have previously recorded in other comprehensive income or expense, are also recognised as part of the gain or loss on disposal. The aggregate cash consideration in respect of the disposal of subsidiaries, net of cash disposed, is as follows: 2022 2021 €m €m Cash consideration received Vodafone New Zealand – (37) Tower infrastructure in Italy – 192 Other disposals during the period – 3 Net cash disposed – (1) – 157 Other transactions with non-controlling shareholders in subsidiaries 2022 2021 €m €m Cash consideration received/(paid) Vantage Towers IPO 217 2,000 Vantage Towers Greece – (288) Other (28) (49) 189 1,663 N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 198 Vodafone Group Plc Annual Report 2022 2020 26. Share-based payments (continued) Movements in outstanding ordinary share options Ordinary share options 2022 2021 2020 Millions Millions Millions 1 April 62 53 46 Granted during the year 20 35 39 Forfeited during the year (2) (1) (1) Exercised during the year (1) – – Expired during the year (18) (25) (31) 31 March 61 62 53 Weighted average exercise price: 1 April £1.07 £1.19 £1.40 Granted during the year £0.95 £1.03 £1.06 Forfeited during the year £1.06 £1.16 £1.36 Exercised during the year £1.17 £1.23 £1.50 Expired during the year £1.10 £1.27 £1.34 31 March £1.02 £1.07 £1.19 Summary of options outstanding 31 March 2022 31 March 2021 Outstanding shares Weighted average exercise Weighted remaining average contractual life Outstanding shares Weighted average exercise Weighted remaining average contractual life Millions price Months Millions price Months Vodafone Group Sharesave Plan: £0.91 – £1.89 61 £1.02 24 62 £1.07 30 Share awards Movements in non-vested shares are as follows: 2022 2021 2020 Weighted Weighted Weighted average fair average fair average fair value at value at value at Millions grant date Millions grant date Millions grant date 1 April 267 £1.20 245 £1.41 200 £1.92 Granted 113 £1.17 108 £0.99 135 £1.00 Vested (68) £1.44 (56) £1.56 (44) £2.10 Forfeited (42) £1.52 (30) £1.10 (46) £1.76 31 March 270 £1.07 267 £1.20 245 £1.41 Other information The total fair value of shares vested during the year ended 31 March 2022 was £98 million (2021: £108 million; 2020: £92 million). The compensation cost included in the consolidated income statement in respect of share options and share plans was €119 million (2021: €135 million; 2020: €134 million) which is comprised principally of equity-settled transactions. The average share price for the year ended 31 March 2022 was 122.1 pence (2021: 120.8 pence; 2020: 135.9 pence). Strategic report Governance Financials Other information 199 Vodafone Group Plc  Annual Report on Form 20-F 2022

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N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 200 Vodafone Group Plc Annual Report 2022 2020 27. Acquisitions and disposals (continued) Vantage Towers IPO In the comparative period, the Group completed an initial public offering of Vantage Towers AG, with the first day of trading on the Regulated Market of the Frankfurt Stock Exchange being 18 March 2021. The offer consisted solely of a secondary sell-down of existing shares held by Vodafone GmbH. Cash consideration of €2,000 million was received in the comparative period. A further €217 million was received in April 2021, following completion of the market stabilisation period described in the Vantage Towers prospectus. Vantage Towers Greece In the comparative period on 25 March 2021, the Group exercised its option to purchase the remaining 38% of Vantage Towers Greece for cash consideration of €288 million, taking its shareholding to 100%. Other matters Vodafone Egypt On 10 November 2021, the Group announced that it had agreed to transfer its 55% shareholding in Vodafone Egypt to its subsidiary, Vodacom Group Limited (‘Vodacom’). The total consideration is €2,365 million of which approximately €1,892 million will be settled by the issue of 242 million new ordinary Vodacom shares to Vodafone at an issue price of ZAR 135.75 per share; the remaining €473 million will be settled in cash. As a result, Vodafone’s ownership in Vodacom will increase from 60.5% to 65.1%. Under the terms of the sale and purchase agreement, the cash element of the purchase consideration will be adjusted for any movement in the net debt and agreed working capital of Vodafone Egypt between signing and closing. Completion of the transaction is subject to a number of regulatory approvals, which are expected in the near term. 28. Commitments A commitment is a contractual obligation to make a payment in the future, mainly in relation to agreements to buy assets such as mobile devices, network infrastructure and IT systems and leases that have not commenced. These amounts are not recorded in the consolidated statement of financial position since we have not yet received the goods or services from the supplier. The amounts below are the minimum amounts that we are committed to pay. Capital commitments Company and subsidiaries Share of joint operations Group 2022 2021 2022 2021 2022 2021 €m €m €m €m €m €m Contracts placed for future capital expenditure not provided in the financial statements1 4,388 3,993 140 133 4,527 4,126 Note: 1 Commitment includes contracts placed for property, plant and equipment and intangible assets. Leases entered into by the Group but not commenced at 31 March 2022 are disclosed in note 20 ‘Leases’. Included in capital commitments is an amount of €331 million relating to spectrum acquisition commitments in Vodacom. €197 million of this spectrum acquisition commitment was settled subsequent to year-end. 29. Contingent liabilities and legal proceedings Contingent liabilities are potential future cash outflows, where the likelihood of payment is considered more than remote, but is not considered probable or cannot be measured reliably. 2022 2021 €m €m Performance bonds1 430 381 Other guarantees2 2,436 2,347 Notes: 1 Performance bonds require the Group to make payments to third parties in the event that the Group does not perform what is expected of it under the terms of any related contracts or commercial arrangements. 2 Other guarantees principally comprise Vodafone Group Plc’s guarantee of the Group’s 50% share of a US$3.5 billion loan facility (2021: US$3.5 billion loan facility), which forms part of the Group’s overall joint venture investment in TPG Telecom Ltd. The Group’s share of these loan balances is included in the net investment in joint venture (see note 12 ‘Investments in associates and joint arrangements’). Other guarantees also include INR42.5 billion (2021: INR42.5 billion) in relation to the secondary pledge over shares owned by Vodafone Group in Indus Towers. See page 201. Strategic report Governance Financials Other information 200 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 201 Vodafone Group Plc Annual Report 2022 29. Contingent liabilities and legal proceedings (continued) UK pension schemes The Group’s main defined benefit plan is the Vodafone UK Group Pension Scheme (‘Vodafone UK Plan’) which has two segregated sections, the Vodafone Section and the CWW Section, as detailed in note 25 ‘Post employment benefits’. The Group has covenanted to provide security in favour of both the Vodafone Section and CWW Section when they are in a deficit position. The deficit is measured on a prescribed basis agreed between the Group and trustee, which differs from the accounting basis reported in note 25 ‘Post employment benefits’. The Group provides surety bonds as the security. The level of the security has varied since inception in line with the movement in the Vodafone UK Plan deficit. Due to the improved funding position of the Plan the level of security has reduced significantly over the year. As at 31 March 2022 the Vodafone UK Plan retains security over €237 million (notional value) for the Vodafone Section and no security is currently required for the CWW Section. The security may be substituted either on a voluntary or mandatory basis. The Company has also provided two guarantees to the Vodafone Section of the Vodafone UK Plan for a combined value up to €1.48 billion to provide security over the deficit under certain defined circumstances, including insolvency of the employers. The Company has also agreed a similar guarantee of up to €1.48 billion for the CWW Section. An additional smaller UK defined benefit plan, the THUS Plc Group Scheme, has a guarantee from the Company for up to €118 million. Vodafone Idea As part of the agreement to merge Vodafone India and Idea Cellular in 2017, the parties agreed a mechanism for payments between the Group and Vodafone Idea Limited (‘VIL’) pursuant to the difference between the crystallisation of certain identified contingent liabilities in relation to legal, regulatory, tax and other matters, and refunds relating to Vodafone India and Idea Cellular. Cash payments or cash receipts relating to these matters must have been made or received by VIL before any amount becomes due from or owed to the Group. Any future payments by the Group to VIL as a result of this agreement would only be made after satisfaction of this and other contractual conditions. The Group’s potential exposure under this mechanism is capped at INR 64 billion (€743 million) following payments made under this mechanism from Vodafone to VIL, in the year ended 31 March 2021, totalling INR 19 billion (€235 million). On 15 September 2021, the Government of India announced a relief package and a series of reforms designed to improve the liquidity and financial health of the telecom sector. The reforms include a four-year moratorium on spectrum and AGR payments and the option to convert payments due on spectrum and AGR payments to equity at the end of the moratorium period, with interest on due amounts being convertible during the moratorium period; VIL elected to accept the options in October and November 2021, respectively. VIL raised INR 45 billion (€524 million) via the issue of new equity in March 2022, most of which was used to settle amounts due to Indus. VIL remains in need of additional liquidity support from its lenders and intends to raise additional equity capital. There are significant uncertainties in relation to VIL’s ability to make payments in relation to any remaining liabilities covered by the mechanism and no further cash payments are considered probable from the Group as at 31 March 2022. The carrying value of the Group’s investment in VIL is €nil and the Group is recording no further share of losses in respect of VIL. The Group’s potential exposure to liabilities within VIL is capped by the mechanism described above; consequently, contingent liabilities arising from litigation in India concerning operations of Vodafone India are not reported. Indus Towers VIL’s ability to satisfy certain payment obligations under its Master Services Agreements with Indus Towers (the ‘MSAs’) is uncertain and depends on a number of factors including its ability to raise additional funding. Under the terms of the Indus and Bharti Infratel merger in November 2020, a security package was agreed for the benefit of the newly created merged entity, Indus Towers, which could be invoked in the event that VIL was unable to make MSA payments. The security package included the following elements: - A prepayment in cash of INR 24 billion (€279 million) by VIL to Indus Towers in respect of its payment obligations that are undisputed, due and payable under the MSAs after the merger closing. The prepayment was fully utilised during the year to 31 March 2022; - A primary pledge over 190.7 million shares owned by Vodafone Group in Indus Towers having a value of INR 47 billion (€544 million) as at 31 March 2021; and - A secondary pledge over shares owned by Vodafone Group in Indus Towers (ranking behind Vodafone’s existing lenders for the outstanding bank borrowings of €1.4 billion as at 31 March 2022 secured against Indian assets utilised to fund Vodafone’s contribution to the VIL rights issue in 2019) (‘the Bank Borrowings’) with a maximum liability cap of INR 42.5 billion (€504 million). In the event of non-payment of relevant MSA obligations by VIL, Indus Towers would have recourse to the primary pledge shares and, after repayment of the Bank Borrowings in full, any secondary pledged shares, up to the value of the liability cap. During February and March 2022, the Group announced the disposal of the 190.7 million shares that were subject to the primary pledge in two transactions for a combined INR 38.1 billion (€445 million). The Group invested INR 33.7 billion (€393 million) of the proceeds by subscribing to newly issued VIL equity, which VIL immediately used to partially settle outstanding MSA obligations to Indus Towers. This transaction resulted in an equivalent partial release of the primary pledge, with the remaining INR 4.4 billion (€52 million) proceeds of the share disposal remaining secured for further utilisation by Indus Towers. Indus Towers has recourse against the secondary pledge to the maximum liability cap, from any proceeds remaining after the settlement of the Bank Borrowings. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 200 Vodafone Group Plc Annual Report 2022 2020 27. Acquisitions and disposals (continued) Vantage Towers IPO In the comparative period, the Group completed an initial public offering of Vantage Towers AG, with the first day of trading on the Regulated Market of the Frankfurt Stock Exchange being 18 March 2021. The offer consisted solely of a secondary sell-down of existing shares held by Vodafone GmbH. Cash consideration of €2,000 million was received in the comparative period. A further €217 million was received in April 2021, following completion of the market stabilisation period described in the Vantage Towers prospectus. Vantage Towers Greece In the comparative period on 25 March 2021, the Group exercised its option to purchase the remaining 38% of Vantage Towers Greece for cash consideration of €288 million, taking its shareholding to 100%. Other matters Vodafone Egypt On 10 November 2021, the Group announced that it had agreed to transfer its 55% shareholding in Vodafone Egypt to its subsidiary, Vodacom Group Limited (‘Vodacom’). The total consideration is €2,365 million of which approximately €1,892 million will be settled by the issue of 242 million new ordinary Vodacom shares to Vodafone at an issue price of ZAR 135.75 per share; the remaining €473 million will be settled in cash. As a result, Vodafone’s ownership in Vodacom will increase from 60.5% to 65.1%. Under the terms of the sale and purchase agreement, the cash element of the purchase consideration will be adjusted for any movement in the net debt and agreed working capital of Vodafone Egypt between signing and closing. Completion of the transaction is subject to a number of regulatory approvals, which are expected in the near term. 28. Commitments A commitment is a contractual obligation to make a payment in the future, mainly in relation to agreements to buy assets such as mobile devices, network infrastructure and IT systems and leases that have not commenced. These amounts are not recorded in the consolidated statement of financial position since we have not yet received the goods or services from the supplier. The amounts below are the minimum amounts that we are committed to pay. Capital commitments Company and subsidiaries Share of joint operations Group 2022 2021 2022 2021 2022 2021 €m €m €m €m €m €m Contracts placed for future capital expenditure not provided in the financial statements1 4,388 3,993 140 133 4,527 4,126 Note: 1 Commitment includes contracts placed for property, plant and equipment and intangible assets. Leases entered into by the Group but not commenced at 31 March 2022 are disclosed in note 20 ‘Leases’. Included in capital commitments is an amount of €331 million relating to spectrum acquisition commitments in Vodacom. €197 million of this spectrum acquisition commitment was settled subsequent to year-end. 29. Contingent liabilities and legal proceedings Contingent liabilities are potential future cash outflows, where the likelihood of payment is considered more than remote, but is not considered probable or cannot be measured reliably. 2022 2021 €m €m Performance bonds1 430 381 Other guarantees2 2,436 2,347 Notes: 1 Performance bonds require the Group to make payments to third parties in the event that the Group does not perform what is expected of it under the terms of any related contracts or commercial arrangements. 2 Other guarantees principally comprise Vodafone Group Plc’s guarantee of the Group’s 50% share of a US$3.5 billion loan facility (2021: US$3.5 billion loan facility), which forms part of the Group’s overall joint venture investment in TPG Telecom Ltd. The Group’s share of these loan balances is included in the net investment in joint venture (see note 12 ‘Investments in associates and joint arrangements’). Other guarantees also include INR42.5 billion (2021: INR42.5 billion) in relation to the secondary pledge over shares owned by Vodafone Group in Indus Towers. See page 201. Strategic report Governance Financials Other information 201 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 202 Vodafone Group Plc Annual Report 2022 2020 29. Contingent liabilities and legal proceedings (continued) Legal Proceedings The Group is currently involved in a number of legal proceedings, including inquiries from, or discussions with, government authorities that are incidental to its operations. Legal proceedings where the Group considers that the likelihood of material future outflows of cash or other resources is more than remote are disclosed below. Where the Group assesses that it is probable that the outcome of legal proceedings will result in a financial outflow, and a reliable estimate can be made of the amount of that obligation, a provision is recognised for these amounts. In all cases, determining the probability of successfully defending a claim against the Group involves the application of judgement as the outcome is inherently uncertain. The determination of the value of any future outflows of cash or other resources, and the timing of such outflows, involves the use of estimates. The costs incurred in complex legal proceedings, regardless of outcome, can be significant. The Group is not involved in any material proceedings in which any of the Group’s Directors, members of senior management or affiliates are either a party adverse to the Group or have a material interest adverse to the Group. Indian tax cases In January 2012, the Supreme Court of India found against the Indian tax authority and in favour of Vodafone International Holdings BV (‘VIHBV’) in proceedings brought after the Indian tax authority alleged potential liability under the Income Tax Act 1961 for the failure by VIHBV to deduct withholding tax from consideration paid to the Hutchison Telecommunications International Limited group (‘HTIL’) in connection with its 2007 disposal to VIHBV of its interests in a wholly-owned Cayman Island incorporated subsidiary that indirectly held interests in Vodafone India Limited (‘Vodafone India’). The Finance Act 2012 of India, which amended various provisions of the Income Tax Act 1961 with retrospective effect, contained provisions intended to tax any gain on transfer of shares in a non-Indian company, which derives substantial value from underlying Indian assets, such as VIHBV’s transaction with HTIL in 2007. Further, it sought to subject a purchaser, such as VIHBV, to a retrospective obligation to withhold tax. On 3 January 2013, VIHBV received a letter from the Indian tax authority reminding it of the tax demand raised prior to the Supreme Court of India’s judgement and updating the interest element of that demand to a total amount of INR142 billion, which included principal and interest as calculated by the Indian tax authority but did not include penalties. On 12 February 2016, VIHBV received a notice dated 4 February 2016 of an outstanding tax demand of INR221 billion (plus interest). On 29 September 2017, VIHBV received an electronically generated demand in respect of alleged principal, interest and penalties in the amount of INR190.7 billion. VIHBV initiated arbitration proceedings under the Netherlands-India Bilateral Investment Treaty (‘Dutch BIT’) on 17 April 2014. In September 2020, the arbitration tribunal issued its award unanimously ruling in Vodafone’s favour. The Indian Government applied to set aside the award primarily on jurisdictional grounds. The proceedings have been transferred to the Singapore International Commercial Court (‘SICC’). Separately, on 24 January 2017, Vodafone Group Plc and Vodafone Consolidated Holdings Limited formally commenced arbitration with the Indian Government under the United Kingdom-India Bilateral Investment Treaty (‘UK BIT’). Although relating to the same underlying facts as the claim under the Dutch BIT, the UK BIT claim is a separate and distinct claim under a different treaty and includes independent claims relating to disputes between the Indian tax authority and Vodafone India Services Private Limited (‘VISPL’) (see below). In 2020, following attempts by the Indian Government to obtain a court injunction preventing Vodafone from progressing the UK BIT arbitration, the Delhi High Court ordered that Vodafone shall proceed with the UK BIT arbitration only if the award already published under the Dutch BIT is set aside. In August 2021 the Indian Parliament passed new legislation which affects the retrospective effect of the Finance Act 2012. The impact of this legislation on the Dutch and UK BIT proceedings, in particular whether the Indian Government will withdraw its challenge to the arbitration award in the Dutch BIT, is unknown as of the date of this report. The SICC granted a stay in the Dutch BIT proceedings to 15 June 2022. VIHBV and Vodafone Group Plc will continue to defend vigorously any allegation that VIHBV or Vodafone India is liable to pay tax in connection with the transaction with HTIL. Based on the facts and circumstances of this matter, including the outcome of legal proceedings to date, the Group considers that it is more likely than not that no present obligation exists at 31 March 2022. VISPL tax claims VISPL is involved in a number of tax cases. The total value of the claims is approximately €500 million plus interest, and penalties of up to 300% of the principal. Of the individual tax claims, the most significant is in the amount of approximately €254 million (plus interest of €614 million), which VISPL has been assessed as owing in respect of (i) a transfer pricing margin charged for the international call centre of HTIL prior to the 2007 transaction with Vodafone for HTIL assets in India; (ii) the sale of the international call centre by VISPL to HTIL; and (iii) the acquisition of and/or the alleged transfer of options held by VISPL in Vodafone India. A stay of the tax demand on a deposit of £20 million and a corporate guarantee by VIHBV for the balance of tax assessed are in place. On 8 October 2015, the Bombay High Court ruled in favour of Vodafone in relation to the options and the call centre sale. The Indian Tax Authority has appealed to the Supreme Court of India. The appeal hearing has been adjourned indefinitely. While there is some uncertainty as to the outcome of the tax cases involving VISPL, the Group believes it has valid defences and does not consider it probable that a financial outflow will be required to settle these cases. Strategic report Governance Financials Other information 202 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 203 Vodafone Group Plc Annual Report 2022 Other cases in the Group Spain and UK: TOT v Vodafone Group Plc, VGSL, and Vodafone UK The Group has been defending cases brought against it in Spain and the UK by TOT Power Control and Top Optimized Technologies (jointly ‘TOT’) alleging breach of confidentiality and patent infringement. In November 2021 TOT withdrew all of its claims against the Group in Spain and the UK as part of an agreed settlement. Further background relating to these claims is provided in the Group’s Annual Report for the financial year ended 31 March 2021. Germany: Kabel Deutschland takeover - class actions The German courts have been determining the adequacy of the mandatory cash offer made to minority shareholders in Vodafone’s takeover of Kabel Deutschland. Hearings took place in May 2019 and a decision was delivered in November 2019 in Vodafone’s favour, rejecting all claims by minority shareholders. A number of shareholders appealed which was rejected by the court in December 2021. Several minority shareholders have filed a further appeal before the Federal Court of Justice. The appeal process is ongoing. While the outcome is uncertain, the Group believes it has valid defences and that the outcome of the appeal will be favourable to Vodafone. Italy: Iliad v Vodafone Italy In July 2019, Iliad filed a claim for €500 million against Vodafone Italy in the Civil Court of Milan. The claim alleges anti-competitive behaviour in relation to portability and certain advertising campaigns by Vodafone Italy. Preliminary hearings have taken place, including one at which the Court rejected Iliad’s application for a cease and desist order against alleged misleading advertising by Vodafone. The main hearing on the merits of the claim took place on 8 June 2021 and we are waiting to receive the judgement. The Group is currently unable to estimate any possible loss in this claim in the event of an adverse judgement but while the outcome is uncertain, the Group believes it has valid defences and that it is probable that no present obligation exists. Greece: Papistas Holdings SA, Mobile Trade Stores (formerly Papistas SA) and Athanasios and Loukia Papistas v Vodafone Greece In October 2019, Mr. and Mrs. Papistas, and companies owned or controlled by them, filed several new claims against Vodafone Greece with a total value of approximately €330 million for purported damage caused by the alleged abuse of dominance and wrongful termination of a franchise arrangement with a Papistas company. Lawsuits which the Papistas claimants had previously brought against Vodafone Group Plc and certain Directors and officers of Vodafone were withdrawn. Vodafone Greece filed a counter claim and all claims were heard in February 2020. All of the Papistas claims were rejected by the Greek Court because the stamp duty payments required to have the merits of the case considered had not been made. Vodafone Greece’s counter claim was also rejected. The Papistas claimants and Vodafone Greece have each filed appeals and, subject to the Papistas claimants paying the requisite stamp duty, the hearing on the merits of these appeals will take place in early 2023. The amount claimed in these lawsuits is substantial and, if the claimants are successful, the total potential liability could be material. However, we are continuing vigorously to defend the claims and based on the progress of the litigation so far the Group believes that it is highly unlikely that there will be an adverse ruling for the Group. On this basis, the Group does not expect the outcome of these claims to have a material financial impact. UK: Phones 4U in Administration v Vodafone Limited and Vodafone Group Plc and Others In December 2018, the administrators of former UK indirect seller, Phones 4U, sued the three main UK mobile network operators (‘MNOs’), including Vodafone, and their parent companies. The administrators allege collusion between the MNOs to pull their business from Phones 4U thereby causing its collapse. Vodafone and the other defendants filed their defences in April 2019 and the Administrators filed their replies in October 2019. Disclosure has taken place and witness statements were filed in December 2021. The judge has also ordered that there should be a split trial between liability and damages. The first trial started in May 2022. Taking into account all available evidence, the Group assesses it to be more likely than not that a present obligation does not exist and that the allegations of collusion are completely without merit; the Group is vigorously defending the claim. The value of the claim is not pleaded but we understand it to be the total value of the business, allegedly equivalent to approximately £1 billion with the addition of alleged exemplary damages. Vodafone’s alleged share of the liability is also not pleaded. The Group is not able to estimate any possible loss in the event of an adverse judgment. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 202 Vodafone Group Plc Annual Report 2022 2020 29. Contingent liabilities and legal proceedings (continued) Legal Proceedings The Group is currently involved in a number of legal proceedings, including inquiries from, or discussions with, government authorities that are incidental to its operations. Legal proceedings where the Group considers that the likelihood of material future outflows of cash or other resources is more than remote are disclosed below. Where the Group assesses that it is probable that the outcome of legal proceedings will result in a financial outflow, and a reliable estimate can be made of the amount of that obligation, a provision is recognised for these amounts. In all cases, determining the probability of successfully defending a claim against the Group involves the application of judgement as the outcome is inherently uncertain. The determination of the value of any future outflows of cash or other resources, and the timing of such outflows, involves the use of estimates. The costs incurred in complex legal proceedings, regardless of outcome, can be significant. The Group is not involved in any material proceedings in which any of the Group’s Directors, members of senior management or affiliates are either a party adverse to the Group or have a material interest adverse to the Group. Indian tax cases In January 2012, the Supreme Court of India found against the Indian tax authority and in favour of Vodafone International Holdings BV (‘VIHBV’) in proceedings brought after the Indian tax authority alleged potential liability under the Income Tax Act 1961 for the failure by VIHBV to deduct withholding tax from consideration paid to the Hutchison Telecommunications International Limited group (‘HTIL’) in connection with its 2007 disposal to VIHBV of its interests in a wholly-owned Cayman Island incorporated subsidiary that indirectly held interests in Vodafone India Limited (‘Vodafone India’). The Finance Act 2012 of India, which amended various provisions of the Income Tax Act 1961 with retrospective effect, contained provisions intended to tax any gain on transfer of shares in a non-Indian company, which derives substantial value from underlying Indian assets, such as VIHBV’s transaction with HTIL in 2007. Further, it sought to subject a purchaser, such as VIHBV, to a retrospective obligation to withhold tax. On 3 January 2013, VIHBV received a letter from the Indian tax authority reminding it of the tax demand raised prior to the Supreme Court of India’s judgement and updating the interest element of that demand to a total amount of INR142 billion, which included principal and interest as calculated by the Indian tax authority but did not include penalties. On 12 February 2016, VIHBV received a notice dated 4 February 2016 of an outstanding tax demand of INR221 billion (plus interest). On 29 September 2017, VIHBV received an electronically generated demand in respect of alleged principal, interest and penalties in the amount of INR190.7 billion. VIHBV initiated arbitration proceedings under the Netherlands-India Bilateral Investment Treaty (‘Dutch BIT’) on 17 April 2014. In September 2020, the arbitration tribunal issued its award unanimously ruling in Vodafone’s favour. The Indian Government applied to set aside the award primarily on jurisdictional grounds. The proceedings have been transferred to the Singapore International Commercial Court (‘SICC’). Separately, on 24 January 2017, Vodafone Group Plc and Vodafone Consolidated Holdings Limited formally commenced arbitration with the Indian Government under the United Kingdom-India Bilateral Investment Treaty (‘UK BIT’). Although relating to the same underlying facts as the claim under the Dutch BIT, the UK BIT claim is a separate and distinct claim under a different treaty and includes independent claims relating to disputes between the Indian tax authority and Vodafone India Services Private Limited (‘VISPL’) (see below). In 2020, following attempts by the Indian Government to obtain a court injunction preventing Vodafone from progressing the UK BIT arbitration, the Delhi High Court ordered that Vodafone shall proceed with the UK BIT arbitration only if the award already published under the Dutch BIT is set aside. In August 2021 the Indian Parliament passed new legislation which affects the retrospective effect of the Finance Act 2012. The impact of this legislation on the Dutch and UK BIT proceedings, in particular whether the Indian Government will withdraw its challenge to the arbitration award in the Dutch BIT, is unknown as of the date of this report. The SICC granted a stay in the Dutch BIT proceedings to 15 June 2022. VIHBV and Vodafone Group Plc will continue to defend vigorously any allegation that VIHBV or Vodafone India is liable to pay tax in connection with the transaction with HTIL. Based on the facts and circumstances of this matter, including the outcome of legal proceedings to date, the Group considers that it is more likely than not that no present obligation exists at 31 March 2022. VISPL tax claims VISPL is involved in a number of tax cases. The total value of the claims is approximately €500 million plus interest, and penalties of up to 300% of the principal. Of the individual tax claims, the most significant is in the amount of approximately €254 million (plus interest of €614 million), which VISPL has been assessed as owing in respect of (i) a transfer pricing margin charged for the international call centre of HTIL prior to the 2007 transaction with Vodafone for HTIL assets in India; (ii) the sale of the international call centre by VISPL to HTIL; and (iii) the acquisition of and/or the alleged transfer of options held by VISPL in Vodafone India. A stay of the tax demand on a deposit of £20 million and a corporate guarantee by VIHBV for the balance of tax assessed are in place. On 8 October 2015, the Bombay High Court ruled in favour of Vodafone in relation to the options and the call centre sale. The Indian Tax Authority has appealed to the Supreme Court of India. The appeal hearing has been adjourned indefinitely. While there is some uncertainty as to the outcome of the tax cases involving VISPL, the Group believes it has valid defences and does not consider it probable that a financial outflow will be required to settle these cases. Strategic report Governance Financials Other information 203 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 204 Vodafone Group Plc Annual Report 2022 2020 30. Related party transactions The Group has a number of related parties including joint arrangements and associates, pension schemes and Directors and Executive Committee members (see note 12 ‘Investments in associates and joint arrangements’, note 25 ‘Post employment benefits’ and note 23 ‘Directors and key management compensation’). Transactions with joint arrangements and associates Related party transactions with the Group’s joint arrangements and associates primarily comprise fees for the use of products and services including network airtime and access charges, fees for the provision of network infrastructure and cash pooling arrangements. No related party transactions have been entered into during the year which might reasonably affect any decisions made by the users of these consolidated financial statements except as disclosed below. 2022 2021 2020 €m €m €m Sales of goods and services to associates 20 14 32 Purchase of goods and services from associates 10 5 4 Sales of goods and services to joint arrangements 221 203 305 Purchase of goods and services from joint arrangements 298 109 97 Interest income receivable from joint arrangements1 48 65 71 Interest expense payable to joint arrangements1 52 56 – Trade balances owed: by associates 8 3 4 to associates 6 5 4 by joint arrangements 139 88 157 to joint arrangements 34 31 37 Other balances owed by associates 80 56 – Other balances owed by joint arrangements1 1,080 955 1,083 Other balances owed to joint arrangements2 1,561 1,575 2,017 Notes: 1 Amounts arise primarily through VodafoneZiggo, TPG Telecom Limited and INWIT S.p.A.. Interest is paid in line with market rates. 2 Amounts are primarily in relation to leases of tower space from INWIT S.p.A. Dividends received from associates and joint ventures are disclosed in the consolidated statement of cash flows. Transactions with Directors other than compensation During the three years ended 31 March 2022 and as of 16 June 2022, no Director nor any other executive officer, nor any associate of any Director or any other executive officer, was indebted to the Group. During the three years ended 31 March 2022 and as of 16 June 2022, the Group has not been a party to any other material transaction, or proposed transactions, in which any member of the key management personnel (including Directors, any other executive officer, senior manager, any spouse or relative of any of the foregoing or any relative of such spouse) had or was to have a direct or indirect material interest. Strategic report Governance Financials Other information 204 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 205 Vodafone Group Plc Annual Report 2022 31. Related undertakings A full list of all of our subsidiaries, joint arrangements and associated undertakings is detailed below. A full list of subsidiaries, joint arrangements and associated undertakings (as defined in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008) as at 31 March 2022 is detailed below. No subsidiaries are excluded from the Group consolidation. Unless otherwise stated the Company’s subsidiaries all have share capital consisting solely of ordinary shares and are indirectly held. The percentage held by Group companies reflect both the proportion of nominal capital and voting rights unless otherwise stated. Summarised financial information is provided in respect of the Group’s most significant joint arrangements and associates in note 12 ‘Investments in associates and joint arrangements’. Subsidiaries Accounting policies A subsidiary is an entity directly or indirectly controlled by the Company. Control is achieved where the Company has existing rights that give it the current ability to direct the activities that affect the Company’s returns and exposure or rights to variable returns from the entity. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non- controlling shareholder’s share of changes in equity since the date of the combination. Total comprehensive income is attributed to non- controlling interests even if this results in the non-controlling interests having a deficit balance. Company name % of share class held by Group Companies Share class Albania Autostrada Tirane-Durres, Rruga: “Pavaresia”, Nr 61, Kashar, Tirana, Albania Vodafone Albania Sh.A 99.94 Ordinary shares Lagjia Kongresi Përmetit, Bulevardi "Jakov Xoxa", pallati nr. 5, kati nr. 1, Fier, Albania ApNet SHPK 99.94 Ordinary shares Rruga "Ibrahim Rugova", Sky Tower, Kati i 5, Hyrja 2, Tiranë, 1000, Albania _VOIS Albania ShpK. 100.00 Ordinary shares Argentina Cerrito 348, 5 to B, C1010AAH, Buenos Aires, Argentina CWGNL S.A. (in process of dissolution) 100.00 Ordinary shares Australia Mills Oakley, Level 7, 151 Clarence Street, Sydney NSW 2000, Australia Vodafone Enterprise Australia Pty Limited 100.00 Ordinary shares Austria c/o Stolitzka & Partner Rechtsanwälte OG, Kärntner Ring 12, 3. Stock, 1010, Wien, Austria Vodafone Enterprise Austria GmbH 100.00 Ordinary shares Bahrain RSM Bahrain, 3rd Floor Falcon Tower, Diplomatic Area, Manama, PO BOX 11816, Bahrain Vodafone Enterprise Bahrain W.L.L. 100.00 Ordinary shares Belgium Company name % of share class held by Group Companies Share class Malta House, rue Archimède 25, 1000 Bruxelles, Belgium Vodafone Belgium SA/NV 100.00 Ordinary shares Brazil Avenida Cidade Jardim, 400, 7th and 20th Floors, Jardim Paulistano, São Paulo, Brazil, 01454-000 Vodafone Serviços Empresariais Brasil Ltda. 100.00 Ordinary shares Av José Rocha Bonfim, 214, Cond Praça Capital – Edifício Toronto, sls 228/229 13080-900 Jardim Santa Genebra – Campinas, São Paulo, Brazil Cobra do Brasil Serviços de Telemàtica ltda. (in process of dissolution) 70.00 Ordinary shares Av Paulista 37 – 4º andar, Sala 427, Bela Vista, CEP, 01311 – 902, São Paulo, Brazil Vodafone Empresa Brasil Telecomunicações Ltda 100.00 Ordinary shares Bulgaria 10 Tsar Osvoboditel Blvd., 3rd Floor, Spredets Region, Sofia, 1000, Bulgaria Vodafone Enterprise Bulgaria EOOD 100.00 Ordinary shares Canada c/o ARC Information Services Inc., 3-84 Castlebury Crescent, Toronto ON M2H 1W8, Canada Vodafone Canada Inc. 100.00 Common shares Cayman Islands One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands CGP Investments (Holdings) Limited 100.00 Ordinary shares Company name % of share class held by Group Companies Share class Chile 222 Miraflores, P.28, Santiago, Metrop, 97-763, Chile Vodafone Enterprise Chile S.A. 100.00 Ordinary shares China Building 21, 11, Kangding St., BDA, Beijing, 100176 – China Vodafone Automotive Technologies (Beijing) Co, Ltd 100.00 Ordinary shares Level 9, Tower 2, China Central Place, Room 941, No.79 Jianguo Road, Chaoyang District, Beijing, 100025, China Vodafone Enterprise Communications Technical Service (Shanghai) Co., Ltd. Beijing Branch2 100.00 Branch Room 1603, 16th Floor, 1200 Pudong Avenue, Free Trade Zone, Shanghai, China Vodafone Enterprise Communications Technical Service (Shanghai) Co., Ltd. 100.00 Ordinary shares Congo, The Democratic Republic of the 292 Avenue de La Justice, Commune de la Gombe, Kinshasa, The Democratic Republic of the Congo Vodacom Congo (RDC) SA5 30.85 Ordinary shares Building Comimmo II Ground Floor Right, 3157 Boulevard du 30 Juin, Commune de la Gombe, Kinshasa, DRC Congo, The Democratic Republic of the Vodacash S.A.5 30.85 Ordinary shares Cyprus Ali Rıza Efendi Caddesi No:33/A Ortaköy, Lefkoşa, Cyprus Vodafone Evde Operations Ltd 100.00 Ordinary shares Vodafone Mobile Operations Limited 100.00 Ordinary shares N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 204 Vodafone Group Plc Annual Report 2022 2020 30. Related party transactions The Group has a number of related parties including joint arrangements and associates, pension schemes and Directors and Executive Committee members (see note 12 ‘Investments in associates and joint arrangements’, note 25 ‘Post employment benefits’ and note 23 ‘Directors and key management compensation’). Transactions with joint arrangements and associates Related party transactions with the Group’s joint arrangements and associates primarily comprise fees for the use of products and services including network airtime and access charges, fees for the provision of network infrastructure and cash pooling arrangements. No related party transactions have been entered into during the year which might reasonably affect any decisions made by the users of these consolidated financial statements except as disclosed below. 2022 2021 2020 €m €m €m Sales of goods and services to associates 20 14 32 Purchase of goods and services from associates 10 5 4 Sales of goods and services to joint arrangements 221 203 305 Purchase of goods and services from joint arrangements 298 109 97 Interest income receivable from joint arrangements1 48 65 71 Interest expense payable to joint arrangements1 52 56 – Trade balances owed: by associates 8 3 4 to associates 6 5 4 by joint arrangements 139 88 157 to joint arrangements 34 31 37 Other balances owed by associates 80 56 – Other balances owed by joint arrangements1 1,080 955 1,083 Other balances owed to joint arrangements2 1,561 1,575 2,017 Notes: 1 Amounts arise primarily through VodafoneZiggo, TPG Telecom Limited and INWIT S.p.A.. Interest is paid in line with market rates. 2 Amounts are primarily in relation to leases of tower space from INWIT S.p.A. Dividends received from associates and joint ventures are disclosed in the consolidated statement of cash flows. Transactions with Directors other than compensation During the three years ended 31 March 2022 and as of 16 June 2022, no Director nor any other executive officer, nor any associate of any Director or any other executive officer, was indebted to the Group. During the three years ended 31 March 2022 and as of 16 June 2022, the Group has not been a party to any other material transaction, or proposed transactions, in which any member of the key management personnel (including Directors, any other executive officer, senior manager, any spouse or relative of any of the foregoing or any relative of such spouse) had or was to have a direct or indirect material interest. Strategic report Governance Financials Other information 205 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 206 Vodafone Group Plc Annual Report 2022 2020 31. Related undertakings (continued) Czech Republic náměstí Junkových 2, Prague 5, Czech Republic, 155 00, Czech Republic Nadace Vodafone Česká Republika 100.00 Trustee Oskar Mobil S.R.O. 100.00 Ordinary shares Vodafone Czech Republic A.S. 100.00 Ordinary shares Vodafone Enterprise Europe (UK) Limited - Czech Branch2 100.00 Branch Praha 4, Nusle, Závišova 502/5, 14000, Czech Republic Vantage Towers 2 s.r.o. 100.00 Ordinary shares Vantage Towers s.r.o. 4 81.74 Ordinary shares Závišova Real Estate, s.r.o. 100.00 Ordinary shares Denmark Tuborg Boulevard 12, 2900, Hellerup, Denmark Vodafone Enterprise Denmark A/S 100.00 Ordinary (DKK) shares Egypt 37 Kaser El Nil St, 4th. Floor, Cairo, Egypt Starnet 55.00 Ordinary shares 54 El Batal Ahmed Abed El Aziz, Mohandseen, Giza, Egypt Sarmady Communications 55.00 Ordinary shares Building no. 2109 “VHUB1”, Smart Village, Cairo Alexandria, Egypt Vodafone International Services LLC 100.00 Ordinary shares Site No 15/3C, Central Axis, 6th October City, Egypt Vodafone Egypt Telecommunications S.A.E. 55.00 Ordinary shares Smart Village C3 Vodafone Building, Egypt Vodafone Data 55.00 Ordinary shares Vodafone Building Zahraa EL Maadi, Building A, Service Area D, Maadi, Cairo, Egypt Vodafone For Trading 54.95 Ordinary shares Finland c/o Eversheds Asianajotoimisto Oy, Fabianinkatu 29 B, Helsinki, 00100, Finland Vodafone Enterprise Finland OY 100.00 Ordinary shares France 1300 route de Cretes, Le WTC, Bat I1, 06560, Valbonne Soph, France Vodafone Automotive Telematics Development S.A.S 100.00 Ordinary shares EuroPlaza Tour, 20 Avenue Andre Prothin, La Défense Cedex- France (149153), 92400, Courbevoie, France Vodafone Automotive France S.A.S 100.00 Ordinary shares Vodafone Enterprise France SAS 100.00 New euro shares Rue Champollion, 22300, Lannion, France Apollo Submarine Cable System Ltd – French Branch2 100.00 Branch Germany Aachener Str. 746-750, 50933, Köln, Germany Arena Sport Rechte Marketing GmbH i.L (in liquidation) 100.00 Ordinary shares Altes Forsthaus 2, 67661, Kaiserslautern, Germany TKS Telepost Kabel-Service Kaiserslautern GmbH3 93.84 Ordinary shares Betastraße 6-8, 85774 Unterföhring, Germany Kabel Deutschland Holding AG 93.84 Ordinary shares Vodafone Customer Care GmbH3 93.84 Ordinary shares Vodafone Deutschland GmbH 93.84 Ordinary shares Buschurweg 4, 76870, Kandel, Germany Vodafone Automotive Deutschland GmbH 100.00 Ordinary shares Ferdinand-Braun-Platz 1, 40549, Duesseldorf, Germany Vodafone Enterprise Germany GmbH 100.00 Ordinary shares Vodafone GmbH 100.00 Ordinary A shares, Ordinary B shares Vodafone Group Services GmbH 100.00 Ordinary shares Vodafone Institut für Gesellschaft und Kommunikation GmbH 100.00 Ordinary shares Vodafone Stiftung Deutschland Gemeinnutzige GmbH 100.00 Ordinary shares Vodafone Vierte Verwaltungs AG 100.00 Ordinary shares Vodafone West GmbH 100.00 Ordinary shares Friedrich-Wilhelm-Strasse 2, 38100, Braunschweig, Germany KABELCOM Braunschweig Gesellschaft Fur Breitbandkabel- Kommunikation Mit Beschrankter Haftung3 93.84 Ordinary shares Helmholtzstaße. 2-9, Gerbäude 10587, Berlin, Germany Vodafone Service GmbH 100.00 Ordinary shares Holzmarkt 1, 50676, Köln, North Rhine-Westphalia, Germany Grandcentrix GmbH 100.00 Ordinary shares Nobelstrasse 55, 18059, Rostock, Germany “Urbana Teleunion” Rostock GmbH & Co.KG3 65.69 Ordinary shares Prinzenallee 11-13, 40549, Düsseldorf, Germany Vantage Towers AG 81.74 Ordinary shares Vantage Towers Erste Verwaltungsgesellschaft mbH4 81.74 Ordinary shares Vantage Towers Zweite Verwaltungsgesellschaft mbH4 81.74 Ordinary shares Seilerstrasse 18, 38440, Wolfsburg, Germany KABELCOM Wolfsburg Gesellschaft Fur Breitbandkabel-Kommunikation Mit Beschrankter Haftung3 93.84 Ordinary shares Ghana Manet Tower A, South Liberation Link, Airport City, Accra, Ghana Ghana Telecommunications Company Limited 70.00 Ordinary shares, Preference shares Vodacom Business (Ghana) Limited 70.00 Ordinary shares, Preference shares Vodafone Ghana Mobile Financial Services Limited 70.00 Ordinary shares Telecom House, Nsawam Road, Accra-North, Greater Accra Region, PMB 221, Ghana National Communications Backbone Company Limited 70.00 Ordinary shares Greece 1-3 Tzavella str, 152 31 Halandri, Athens, Greece Vodafone-Panafon Hellenic Telecommunications Company S.A. 99.87 Ordinary shares 12,5 km National Road Athens – Lamia, Metamorfosi / Athens, 14452, Greece Vodafone Innovus S.A. 99.87 Ordinary shares 2 Adrianeiou str, Athens, 11525, Greece Vantage Towers Single Member Societe Anonyme4 81.74 Ordinary shares Pireos 163 & Ehelidon, Athens, 11854, Greece 360 Connect S.A. 99.87 Ordinary shares Guernsey Martello Court, Admiral Park, St. Peter Port, GY1 3HB, Guernsey FB Holdings Limited 100.00 Ordinary shares Le Bunt Holdings Limited 100.00 Ordinary shares Silver Stream Investments Limited 100.00 Ordinary shares Roseneath, The Grange, St Peter Port, GY1 2QJ, Guernsey VBA Holdings Limited5 60.50 Ordinary shares and non-voting, irredeemable, non-cumulative preference shares VBA International Limited5 60.50 Ordinary shares, and non-voting, irredeemable, non-convertible, non-cumulative preference shares Hong Kong Level 24, Dorset House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong Vodafone Enterprise Hong Kong Ltd 100.00 Ordinary shares Hungary 40-44 Hungaria Krt., Budapest, H-1087, Hungary VSSB Vodafone Szolgáltató Központ Budapest Zártkörűen Működő Részvénytársaság 100.00 Registered ordinary shares 6 Lechner Ödön fasor, Budapest, 1096, Hungary Vantage Towers Zártkörűen Működő Részvénytársaság4 81.74 Ordinary shares Vodafone Magyarország Távközlési Zártkörűen Működő Részvénytársaság 100.00 Series A Registered common shares Strategic report Governance Financials Other information 206 Vodafone Group Plc  Annual Report on Form 20-F 2022

GRAPHIC

Overview Strategic Report Governance Financials Other information 207 Vodafone Group Plc Annual Report 2022 India 10th Floor, Tower A&B, Global Technology Park, (Maple Tree Building), Marathahalli Outer Ring Road, Devarabeesanahalli Village, Varthur Hobli, Bengaluru, Karnataka, 560103, India Cable & Wireless Networks India Private Limited 100.00 Equity shares Cable and Wireless (India) Limited – Branch2 100.00 Branch Cable and Wireless Global (India) Private Limited 100.00 Equity shares 201 - 206, Shiv Smriti Chambers, 49/A, Dr. Annie Besant Road, Worli, Mumbai, Maharashtra, 400018, India Omega Telecom Holdings Private Limited 100.00 Equity shares Vodafone India Services Private Ltd 100.00 Equity shares Business@Mantri, Tower B, Wing no – B1 & B2, 3rd Floor, S. No. – 197, Near Hotel Four Points, Lohegaon, Pune, Maharashtra, 411014, India Vodafone Global Services Private Ltd 100.00 Equity shares E-47, Bankra Super Market, Bankra, Howrah, West Bengal, 711403, India Usha Martin Telematics Limited 100.00 Equity shares Ireland 2nd Floor, Palmerston House, Fenian Street, Dublin 2, Ireland Vodafone International Financing Designated Activity Company 100.00 Ordinary shares 38/39 Fitzwilliam Square West, Dublin 2, D02 NX53, Ireland Vodafone Enterprise Global Limited 100.00 Ordinary shares Vodafone Global Network Limited 100.00 Ordinary shares Mountainview, Leopardstown, Dublin 18, Ireland Vantage Towers Limited4 81.74 Ordinary shares VF Ireland Property Holdings Limited 100.00 Ordinary euro shares Vodafone Group Services Ireland Limited 100.00 Ordinary shares Vodafone Ireland Limited 100.00 Ordinary shares Vodafone Ireland Marketing Limited 100.00 Ordinary shares Vodafone Ireland Retail Limited 100.00 Ordinary shares Italy Piazzale Luigi Cadorna, 4, 20123, Milano, Italy Vodafone Global Enterprise (Italy) S.R.L. 100.00 Ordinary shares SS 33 del Sempione KM 35, 212, 21052 Busto Arsizio (VA), Italy Vodafone Automotive Italia S.p.A 100.00 Ordinary shares Via Astico 41, 21100 Varese, Italy Vodafone Automotive Electronic Systems S.r.L 100.00 Ordinary shares Vodafone Automotive SpA 100.00 Ordinary shares Vodafone Automotive Telematics Srl 100.00 Ordinary shares Via Jervis 13, 10015, Ivrea, Tourin, Italy VEI S.r.l. 100.00 Partnership interest shares Vodafone Italia S.p.A. 100.00 Ordinary shares Via Lorenteggio 240, 20147, Milan, Italy Vodafone Enterprise Italy S.r.L 100.00 Euro shares Vodafone Gestioni S.p.A. 100.00 Ordinary shares Vodafone Servizi E Tecnologie S.R.L. 100.00 Equity shares Via per Carpi 26/B, 42015, Correggio (RE), Italy VND S.p.A 100.00 Ordinary shares Japan KAKiYa building, 9F, 2-7-17 Shin-Yokohama, Kohoku-ku, Yokoha- City, Kanagawa, 222-0033, Japan Vodafone Automotive Japan KK 100.00 Ordinary shares Marunouchi Trust Tower North 15F, 8-1, Marunouchi 1-chome, Level 15, Chiyoda-ku, Tokyo, Japan Vodafone Enterprise U.K. – Japanese Branch2 100.00 Branch Vodafone Global Enterprise (Japan) K.K. 100.00 Ordinary shares Jersey 44 Esplanade, St Helier, JE4 9WG, Jersey Aztec Limited 100.00 Ordinary shares Globe Limited 100.00 Ordinary shares Plex Limited 100.00 Ordinary shares Vizzavi Finance Limited 99.99 Ordinary shares Vodafone International 2 Limited 100.00 Ordinary shares Vodafone Jersey Dollar Holdings Limited 100.00 Limited liability shares Vodafone Jersey Finance 100.00 Ordinary shares Vodafone Jersey Yen Holdings Unlimited 100.00 Limited liability shares Kenya 6th Floor, ABC Towers, ABC Place, Waiyaki Way, Nairobi, 00100, Kenya M-PESA Holding Co. Limited 100.00 Equity shares Vodafone Kenya Limited5 65.43 Ordinary voting shares The Riverfront, 4th floor, Prof. David Wasawo Drive, Off Riverside Drive, Nairobi, Kenya Vodacom Business (Kenya) Limited5 48.40 Ordinary shares, Ordinary B shares Korea, Republic of ASEM Tower Level 37, 517 Yeongdong-daero, Gangnam-gu, Seoul, 135-798, Korea, Republic of Vodafone Enterprise Korea Limited 100.00 Ordinary shares Lesotho 585 Mabile Road, Vodacom Park, Maseru, Lesotho Vodacom Lesotho (Pty) Limited5 48.40 Ordinary shares Luxembourg 15 rue Edward Steichen, Luxembourg, 2540, Luxembourg Tomorrow Street GP S.à r.l. 100.00 Ordinary shares Vodafone Asset Management Services S.à r.l. 100.00 Ordinary shares Vodafone Enterprise Global Businesses S.à r.l. 100.00 Ordinary shares Vodafone Enterprise Luxembourg S.A. 100.00 Ordinary euro shares Vodafone International 1 S.à r.l. 100.00 Ordinary shares Vodafone International M S.à r.l. 100.00 Ordinary shares Vodafone Investments Luxembourg S.à r.l. 100.00 Ordinary shares Vodafone Luxembourg 5 S.à r.l. 100.00 Ordinary shares Vodafone Luxembourg S.à r.l. 100.00 Ordinary shares Vodafone Procurement Company S.à r.l. 100.00 Ordinary shares Vodafone Roaming Services S.à r.l. 100.00 Ordinary shares Vodafone Services Company S.à r.l. 100.00 Ordinary shares Malaysia Suite 13.03, 13th Floor, Menara Tan & Tan, 207 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia Vodafone Global Enterprise (Malaysia) Sdn Bhd 100.00 Ordinary shares Malta Portomaso Business Tower, Level 15B, St Julians, STJ 4011, Malta Vodafone Holdings Limited 100.00 ‘A’ Ordinary shares, ‘B’ Ordinary shares Vodafone Insurance Limited 100.00 ‘A’ Ordinary shares, ‘B’ Ordinary shares Mauritius 10th Floor, Standard Chartered Towers, 19 Cybercity, Ebene, Mauritius Mobile Wallet VM15 60.50 Ordinary shares Mobile Wallet VM25 60.50 Ordinary shares VBA (Mauritius) Limited5 60.50 Ordinary shares, Redeemable preference shares Vodacom International Limited5 60.50 Ordinary shares, Non-cumulative preference shares Fifth Floor, Ebene Esplanade, 24 Bank Street, Cybercity, Ebene, Mauritius Al-Amin Investments Limited 100.00 Ordinary shares Array Holdings Limited 100.00 Ordinary shares Asian Telecommunication Investments (Mauritius) Limited 100.00 Ordinary shares CCII (Mauritius), Inc. 100.00 Ordinary shares CGP India Investments Ltd. 100.00 Ordinary shares Euro Pacific Securities Ltd. 100.00 Ordinary shares Mobilvest 100.00 Ordinary shares Prime Metals Ltd. 100.00 Ordinary shares Trans Crystal Ltd. 100.00 Ordinary shares Vodafone Mauritius Ltd. 100.00 Ordinary shares Vodafone Tele-Services (India) Holdings Limited 100.00 Ordinary shares Vodafone Telecommunications (India) Limited 100.00 Ordinary shares N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 206 Vodafone Group Plc Annual Report 2022 2020 31. Related undertakings (continued) Czech Republic náměstí Junkových 2, Prague 5, Czech Republic, 155 00, Czech Republic Nadace Vodafone Česká Republika 100.00 Trustee Oskar Mobil S.R.O. 100.00 Ordinary shares Vodafone Czech Republic A.S. 100.00 Ordinary shares Vodafone Enterprise Europe (UK) Limited - Czech Branch2 100.00 Branch Praha 4, Nusle, Závišova 502/5, 14000, Czech Republic Vantage Towers 2 s.r.o. 100.00 Ordinary shares Vantage Towers s.r.o. 4 81.74 Ordinary shares Závišova Real Estate, s.r.o. 100.00 Ordinary shares Denmark Tuborg Boulevard 12, 2900, Hellerup, Denmark Vodafone Enterprise Denmark A/S 100.00 Ordinary (DKK) shares Egypt 37 Kaser El Nil St, 4th. Floor, Cairo, Egypt Starnet 55.00 Ordinary shares 54 El Batal Ahmed Abed El Aziz, Mohandseen, Giza, Egypt Sarmady Communications 55.00 Ordinary shares Building no. 2109 “VHUB1”, Smart Village, Cairo Alexandria, Egypt Vodafone International Services LLC 100.00 Ordinary shares Site No 15/3C, Central Axis, 6th October City, Egypt Vodafone Egypt Telecommunications S.A.E. 55.00 Ordinary shares Smart Village C3 Vodafone Building, Egypt Vodafone Data 55.00 Ordinary shares Vodafone Building Zahraa EL Maadi, Building A, Service Area D, Maadi, Cairo, Egypt Vodafone For Trading 54.95 Ordinary shares Finland c/o Eversheds Asianajotoimisto Oy, Fabianinkatu 29 B, Helsinki, 00100, Finland Vodafone Enterprise Finland OY 100.00 Ordinary shares France 1300 route de Cretes, Le WTC, Bat I1, 06560, Valbonne Soph, France Vodafone Automotive Telematics Development S.A.S 100.00 Ordinary shares EuroPlaza Tour, 20 Avenue Andre Prothin, La Défense Cedex- France (149153), 92400, Courbevoie, France Vodafone Automotive France S.A.S 100.00 Ordinary shares Vodafone Enterprise France SAS 100.00 New euro shares Rue Champollion, 22300, Lannion, France Apollo Submarine Cable System Ltd – French Branch2 100.00 Branch Germany Aachener Str. 746-750, 50933, Köln, Germany Arena Sport Rechte Marketing GmbH i.L (in liquidation) 100.00 Ordinary shares Altes Forsthaus 2, 67661, Kaiserslautern, Germany TKS Telepost Kabel-Service Kaiserslautern GmbH3 93.84 Ordinary shares Betastraße 6-8, 85774 Unterföhring, Germany Kabel Deutschland Holding AG 93.84 Ordinary shares Vodafone Customer Care GmbH3 93.84 Ordinary shares Vodafone Deutschland GmbH 93.84 Ordinary shares Buschurweg 4, 76870, Kandel, Germany Vodafone Automotive Deutschland GmbH 100.00 Ordinary shares Ferdinand-Braun-Platz 1, 40549, Duesseldorf, Germany Vodafone Enterprise Germany GmbH 100.00 Ordinary shares Vodafone GmbH 100.00 Ordinary A shares, Ordinary B shares Vodafone Group Services GmbH 100.00 Ordinary shares Vodafone Institut für Gesellschaft und Kommunikation GmbH 100.00 Ordinary shares Vodafone Stiftung Deutschland Gemeinnutzige GmbH 100.00 Ordinary shares Vodafone Vierte Verwaltungs AG 100.00 Ordinary shares Vodafone West GmbH 100.00 Ordinary shares Friedrich-Wilhelm-Strasse 2, 38100, Braunschweig, Germany KABELCOM Braunschweig Gesellschaft Fur Breitbandkabel- Kommunikation Mit Beschrankter Haftung3 93.84 Ordinary shares Helmholtzstaße. 2-9, Gerbäude 10587, Berlin, Germany Vodafone Service GmbH 100.00 Ordinary shares Holzmarkt 1, 50676, Köln, North Rhine-Westphalia, Germany Grandcentrix GmbH 100.00 Ordinary shares Nobelstrasse 55, 18059, Rostock, Germany “Urbana Teleunion” Rostock GmbH & Co.KG3 65.69 Ordinary shares Prinzenallee 11-13, 40549, Düsseldorf, Germany Vantage Towers AG 81.74 Ordinary shares Vantage Towers Erste Verwaltungsgesellschaft mbH4 81.74 Ordinary shares Vantage Towers Zweite Verwaltungsgesellschaft mbH4 81.74 Ordinary shares Seilerstrasse 18, 38440, Wolfsburg, Germany KABELCOM Wolfsburg Gesellschaft Fur Breitbandkabel-Kommunikation Mit Beschrankter Haftung3 93.84 Ordinary shares Ghana Manet Tower A, South Liberation Link, Airport City, Accra, Ghana Ghana Telecommunications Company Limited 70.00 Ordinary shares, Preference shares Vodacom Business (Ghana) Limited 70.00 Ordinary shares, Preference shares Vodafone Ghana Mobile Financial Services Limited 70.00 Ordinary shares Telecom House, Nsawam Road, Accra-North, Greater Accra Region, PMB 221, Ghana National Communications Backbone Company Limited 70.00 Ordinary shares Greece 1-3 Tzavella str, 152 31 Halandri, Athens, Greece Vodafone-Panafon Hellenic Telecommunications Company S.A. 99.87 Ordinary shares 12,5 km National Road Athens – Lamia, Metamorfosi / Athens, 14452, Greece Vodafone Innovus S.A. 99.87 Ordinary shares 2 Adrianeiou str, Athens, 11525, Greece Vantage Towers Single Member Societe Anonyme4 81.74 Ordinary shares Pireos 163 & Ehelidon, Athens, 11854, Greece 360 Connect S.A. 99.87 Ordinary shares Guernsey Martello Court, Admiral Park, St. Peter Port, GY1 3HB, Guernsey FB Holdings Limited 100.00 Ordinary shares Le Bunt Holdings Limited 100.00 Ordinary shares Silver Stream Investments Limited 100.00 Ordinary shares Roseneath, The Grange, St Peter Port, GY1 2QJ, Guernsey VBA Holdings Limited5 60.50 Ordinary shares and non-voting, irredeemable, non-cumulative preference shares VBA International Limited5 60.50 Ordinary shares, and non-voting, irredeemable, non-convertible, non-cumulative preference shares Hong Kong Level 24, Dorset House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong Vodafone Enterprise Hong Kong Ltd 100.00 Ordinary shares Hungary 40-44 Hungaria Krt., Budapest, H-1087, Hungary VSSB Vodafone Szolgáltató Központ Budapest Zártkörűen Működő Részvénytársaság 100.00 Registered ordinary shares 6 Lechner Ödön fasor, Budapest, 1096, Hungary Vantage Towers Zártkörűen Működő Részvénytársaság4 81.74 Ordinary shares Vodafone Magyarország Távközlési Zártkörűen Működő Részvénytársaság 100.00 Series A Registered common shares Strategic report Governance Financials Other information 207 Vodafone Group Plc  Annual Report on Form 20-F 2022

GRAPHIC

Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 208 Vodafone Group Plc Annual Report 2022 2020 31. Related undertakings (continued) Mexico Avenida Insurgentes Sur No. 1647, Piso 12, despacho 1202, Colonia San José Insurgentes, Alcaldía Benito Juárez, C.P. 03900, Ciudad de México, Mexico Vodafone Empresa México S.de R.L. de C.V. 100.00 Corporate certificate series A shares, Corporate certificate series B shares Mozambique Rua dos Desportistas, Numero 649, Cidade de Maputo, Mozambique Vodacom Moçambique, SA5 51.42 Ordinary shares Vodafone M-Pesa, S.A5 51.42 Ordinary shares Netherlands Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den IJssel, Netherlands Vodafone Enterprise Netherlands B.V. 100.00 Ordinary shares Vodafone Europe B.V. 100.00 Ordinary shares Vodafone International Holdings B.V. 100.00 Ordinary shares Vodafone Panafon International Holdings B.V. 99.87 Ordinary shares Rivium Quadrant 175, 2909 LC, Capelle aan den IJssel, Netherlands Central Tower Holding Company B.V. 4 81.74 Ordinary shares and special shares Zuid-hollanden 7, Rode Olifant, Spaces, 2596AL, den Haag, Netherlands IoT.nxt USA BV5 30.87 Ordinary shares IOT.NXT B.V.5 30.87 Ordinary shares IoT.nxt Europe BV5 30.87 Ordinary shares New Zealand 74 Taharoto Road, Takapuna, Auckland, 0622, New Zealand Vodafone Enterprise Hong Kong Limited - New Zealand Branch2 100.00 Branch Norway c/o EconPartner AS, Dronning Mauds gate 15, Oslo, 0250, Norway Vodafone Enterprise Norway AS 100.00 Ordinary shares Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom Vodafone Limited – Norway Branch2 100.00 Branch Oman Knowledge Oasis Muscat, Al-seeb, Muscat, Governorate P.O Box 104 135, Oman Vodafone Services LLC 100.00 Shares Poland ul. Towarowa 28, 00-839, Warsaw, Poland Vodafone Business Poland sp. z o.o. 100.00 Ordinary shares Portugal Av. D. João II, nº 36 – 8º Piso, 1998 – 017, Parque das Nações, Lisboa, Portugal Oni Way - Infocomunicacoes, S.A 100.00 Ordinary shares Vantage Towers, S.A.4 81.74 Ordinary shares Vodafone Enterprise Spain, S.L.U. - Portugal Branch2 100.00 Branch Vodafone Portugal - Comunicacoes Pessoais, S.A. 100.00 Ordinary shares Romania 1 A Constantin Ghercu Street, 10th Floor, 6th District, Bucharest, Romania UPC Services S.R.L. (in liquidation) 100.00 Ordinary shares 201 Barbu Vacarescu, 4th Floor, 2nd District, Bucharest, Romania Vodafone Romania S.A 100.00 Ordinary shares 201 Barbu Vacarescu, 5th Floor, 2nd District, Bucharest, Romania Vodafone External Services S.R.L. 100.00 Ordinary shares 201 Barbu Vacarescu Street, Mezzanine, District 2, Bucharest, Romania Vodafone Foundation 100.00 Sole member 201 Barbu Vacarescu Street, Mezzanine, Room 1, District 2, Bucharest, Romania Vantage Towers S.R.L.4 81.74 Ordinary shares 62D Nordului Street, District 1, Bucharest, Romania UPC Foundation 100.00 Sole member Oltenitei Street no. 2, City Offices Building, 3rd Floor, Bucharest, 4th District, Romania Vodafone România Technologies SRL 100.00 Ordinary shares Sectorul 2, Strada Barbu Văcărescu, Nr. 201, Etaj 1, Bucharest, Romania Vodafone România M - Payments SRL 100.00 Ordinary shares Șoseaua Vestului no. 1A, West Mall Ploiești, First Floor, Ploiești, Romania Evotracking SRL 100.00 Ordinary shares Russian Federation Build. 2, 14/10, Chayanova str., 125047, Moscow, Russian Federation Cable & Wireless CIS Svyaz LLC 100.00 Charter capital shares Serbia Vladimira Popovića 38-40, New Belgrade, 11070, Serbia Vodafone Enterprise Equipment Limited Ogranak u Beogradu - Serbia Branch2 100.00 Branch Singapore Asia Square Tower 2, 12 Marina View, #17-01, 018961, Singapore Vodafone Enterprise Singapore Pte.Ltd 100.00 Ordinary shares Slovakia Prievozská 6, Bratislava, 821 09, Slovakia Vodafone Czech Republic A.S. – Slovakia Branch2 100.00 Branch Suché mýto 1, Bratislava, 811 03, Slovakia Vodafone Global Network Limited – Slovakia Branch2 100.00 Branch South Africa 319 Frere Road, Glenwood, 4001, South Africa Cable and Wireless Worldwide South Africa (Pty) Ltd 100.00 Ordinary shares 9 Kinross Street, Germiston South, 1401, South Africa Vodafone Holdings (SA) Proprietary Limited 100.00 Ordinary shares Vodafone Investments (SA) Proprietary Limited 100.00 Ordinary A shares, “B” Ordinary no par value shares Bylsbridge Office Park, Building 14m Block C, 1st Floor, Alexandra Road, Centurion, Highveld Ext 73, 0046, South Africa 10T Holdings (Proprietary) Limited5 30.86 Ordinary shares IoT.nxt (Pty) Limited5 30.86 Ordinary shares IOT.nxt Development (Pty) Limited5 30.86 Ordinary shares Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa GS Telecom (Pty) Limited5 60.50 Ordinary shares Infinity Services Partner Company5 60.50 Ordinary shares Jupicol (Proprietary) Limited5 42.35 Ordinary shares Mezzanine Ware (RF) Proprietary Limited5 54.45 Ordinary shares Motifprops 1 (Proprietary) Limited5 60.50 Ordinary shares Scarlet Ibis Investments 23 (Pty) Limited5 60.50 Ordinary shares Storage Technology Services (Pty) Limited5 30.85 Ordinary shares Vodacom (Pty) Limited5 60.50 Ordinary shares, Ordinary A shares Vodacom Business Africa Group (Pty) Limited5 60.50 Ordinary shares Vodacom Financial Services (Proprietary) Limited5 60.50 Ordinary shares Vodacom Group Limited 60.50 Ordinary shares Vodacom Insurance Administration Company (Proprietary) Limited5 60.50 Ordinary shares Vodacom Insurance Company (RF) Limited5 60.50 Ordinary shares Vodacom International Holdings (Pty) Limited5 60.50 Ordinary shares Vodacom Life Assurance Company (RF) Limited5 60.50 Ordinary shares Vodacom Payment Services (Proprietary) Limited5 60.50 Ordinary shares Vodacom Properties No 1 (Proprietary) Limited5 60.50 Ordinary shares Vodacom Properties No.2 (Pty) Limited5 60.50 Ordinary shares Wheatfields Investments 276 (Proprietary) Limited5 60.50 Ordinary shares XLink Communications (Proprietary) Limited5 60.50 Ordinary A Shares Strategic report Governance Financials Other information 208 Vodafone Group Plc  Annual Report on Form 20-F 2022

GRAPHIC

Overview Strategic Report Governance Financials Other information 209 Vodafone Group Plc Annual Report 2022 Spain Antracita, 7 – 28045, Madrid, Spain Vodafone Automotive Iberia S.L. 100.00 Ordinary shares Avenida de América 115, 28042, Madrid, Spain Vodafone Enabler España, S.L. 100.00 Ordinary shares Vodafone Energía, S.L. 100.00 Ordinary shares Vodafone Enterprise Spain SLU 100.00 Ordinary shares, Ordinary euro shares Vodafone España S.A.U. 100.00 Ordinary shares Vodafone Holdings Europe S.L.U. 100.00 Ordinary shares Vodafone ONO, S.A.U. 100.00 Ordinary shares Vodafone Servicios S.L.U. 100.00 Ordinary shares Calle San Severo 22, 28042, Madrid, Spain Vantage Towers, S.L.U. 4 81.74 Ordinary shares Torre Norte Adif, Explanada de la Estación no 7, 29002, Málaga, Spain Vodafone Intelligent Solutions España, S.L.U. 100.00 Ordinary shares Sweden c/o Hellström advokatbyrå, Box 7305, 103 90, Stockholm, Sweden Vodafone Enterprise Sweden AB 100.00 Ordinary shares, Shareholder’s contribution shares Switzerland Schiffbaustrasse 2, 8005, Zurich, Switzerland Vodafone Enterprise Switzerland AG 100.00 Ordinary shares Taiwan 22F., No.100, Songren Road., Xinyi District, Taipei City, 11070, Taiwan Vodafone Global Enterprise Taiwan Limited 100.00 Ordinary shares Tanzania, United Republic of 15 Floor, Vodacom Tower, Ursino Estate, Plot No. 23, Bagamoyo Road, Dar es Salaam, Tanzania, United Republic of M-Pesa Limited5 45.37 Ordinary A shares, Ordinary B shares Shared Networks Tanzania Limited5 45.37 Ordinary shares Vodacom Tanzania Public Limited Company5 45.37 Ordinary shares 3rd Floor, Maktaba (Library), ComplexBibi, Titi Mohaned Road, Dar es Salaam, Tanzania, United Republic of Gateway Communications Tanzania Limited (in liquidation)5 59.89 Ordinary shares Turkey Büyükdere Caddesi, No: 251, Maslak, Şişli / İstanbul, 34398, Turkey Vodafone Bilgi Ve Iletisim Hizmetleri AS 100.00 Registered shares Vodafone Dagitim, Servis ve Icerik Hizmetleri A.S. 100.00 Ordinary shares Vodafone Dijital Yayincilik Hizmetleri A.S. 100.00 Ordinary shares Vodafone Holding A.S. 100.00 Registered shares Vodafone Kule ve Altyapi Hizmetleri A.S. 100.00 Ordinary shares Vodafone Mall Ve Electronik 100.00 Ordinary shares Hizmetler Ticaret AS Vodafone Medya Icerik Hizmetleri A.S. 100.00 Ordinary shares Vodafone Net İletişim Hizmetleri A.S. 100.00 Ordinary shares Vodafone Telekomunikasyon A.S. 100.00 Registered shares İTÜ Ayazağa Kampüsü, Koru Yolu, Arı Teknokent Arı 3 Binası, Maslak, İstanbul, 586553, Turkey Vodafone Teknoloji Hizmetleri A.S. 100.00 Registered shares Maslak Mah. AOS 55 Sk. 42 Maslak Sit. B Blok Apt. No: 4/663, Sarıyer Istanbul, Turkey Vodafone Sigorta Aracilik Hismetleri A.S. 100.00 Ordinary shares Maslak Mah. AOS 55. Sok. 42 Maslak B BLOK Sit. No: 4 / 665, Sarıyer / Istanbul, Turkey Vodafone Elektronik Para Ve Ödeme Hizmetleri A.S. 100.00 Registered shares Maslak Mah. AOS 55.Sokak 42 Maslak Sitesi No:4 Kat 18, Ic Kapi: 664 Sarıyer Istanbul, Turkey Vodafone Finansman A.S. 100.00 Ordinary shares Ukraine Bohdana Khmelnytskogo Str. 19-21, Kyiv, Ukraine LLC Vodafone Enterprise Ukraine 100.00 Ordinary shares United Arab Emirates 16-SD 129, Ground Floor, Building 16-Co Work, Dubai Internet City, United Arab Emirates Vodacom Fintech Services FZ-LLC5 60.50 Ordinary shares Office 101, 1st Floor, DIC Building 1, Dubai Internet City, Dubai, United Arab Emirates Vodafone Enterprise Europe (UK) Limited – Dubai Branch2 100.00 Branch United Kingdom 1-2 Berkeley Square, 99 Berkeley Street, Glasgow, G3 7HR, Scotland Thus Group Holdings Limited 100.00 Ordinary shares Thus Group Limited 100.00 Ordinary shares Thus Profit Sharing Trustees Limited 100.00 Ordinary shares 11 Staple Inn, London, WC1V 7QH, United Kingdom Vodacom Business Africa Group Services Limited5 60.50 Ordinary shares, Preference shares Vodacom Investments Company Proprietary Limited5 60.50 Ordinary shares Vodacom UK Limited5 60.50 Ordinary shares, Non-redeemable ordinary A shares, Ordinary B shares, Non- redeemable preference shares 784 Upper Newtownards Road, Belfast, BT16 1UD, United Kingdom Vodafone (NI) Limited 100.00 Ordinary shares Edinburgh House, 4 North St. Andrew Street, Edinburgh, EH2 1HJ, United Kingdom Pinnacle Cellular Group Limited 100.00 Ordinary shares Pinnacle Cellular Limited 100.00 Ordinary shares Vodafone (Scotland) Limited 100.00 Ordinary shares Quarry Corner, Dundonald, Belfast, BT16 1UD, Northern Ireland Energis (Ireland) Limited 100.00 A Ordinary shares, B Ordinary shares, C Ordinary shares, D Ordinary Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom Apollo Submarine Cable System Limited 100.00 Ordinary shares Bluefish Communications Limited 100.00 Ordinary A shares, Ordinary B shares, Ordinary C shares, Ordinary D shares Cable & Wireless Aspac Holdings Limited 100.00 Ordinary shares Cable & Wireless CIS Services Limited 100.00 Ordinary shares Cable & Wireless Communications Data Network Services Limited 100.00 ‘A’ Ordinary shares, ‘B’ Ordinary shares Cable & Wireless Europe Holdings Limited 100.00 Ordinary shares Cable & Wireless Global Business Services Limited 100.00 Ordinary shares Cable & Wireless Global Holding Limited 100.00 Ordinary shares Cable & Wireless Global Telecommunication Services Limited 100.00 Ordinary shares Cable & Wireless UK Holdings Limited 100.00 Ordinary shares Cable & Wireless Worldwide Limited 100.00 Ordinary shares, Redeemable preference shares Cable & Wireless Worldwide Voice Messaging Limited 100.00 Ordinary shares Cable and Wireless (India) Limited 100.00 Ordinary shares Cable and Wireless Nominee Limited 100.00 Ordinary shares Central Communications Group Limited 100.00 Ordinary shares, Ordinary A shares Energis Communications Limited 100.00 Ordinary shares Energis Squared Limited 100.00 Ordinary shares General Mobile Corporation Limited (in process of dissolution) 100.00 Ordinary shares London Hydraulic Power Company (The) 100.00 Ordinary shares, 5% Non-Cumulative preference shares MetroHoldings Limited 100.00 Ordinary shares ML Integration Group Limited 100.00 Ordinary shares Navtrak Limited 100.00 Ordinary shares Project Telecom Holdings Limited1 100.00 Ordinary shares Rian Mobile Limited 100.00 Ordinary shares Talkland International Limited (in process of dissolution) 100.00 Ordinary shares Talkmobile Limited 100.00 Ordinary shares The Eastern Leasing Company Limited 100.00 Ordinary shares Thus Limited 100.00 Ordinary shares Vizzavi Limited 100.00 Ordinary shares Voda Limited 100.00 Ordinary shares Vodafone (New Zealand) Hedging Limited 100.00 Ordinary shares Vodafone 2. 100.00 Ordinary shares Vodafone 4 UK 100.00 Ordinary shares Vodafone 5 Limited 100.00 Ordinary shares Vodafone 5 UK 100.00 Ordinary shares Vodafone 6 UK 100.00 Ordinary shares Vodafone Americas 4 100.00 Ordinary shares N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 208 Vodafone Group Plc Annual Report 2022 2020 31. Related undertakings (continued) Mexico Avenida Insurgentes Sur No. 1647, Piso 12, despacho 1202, Colonia San José Insurgentes, Alcaldía Benito Juárez, C.P. 03900, Ciudad de México, Mexico Vodafone Empresa México S.de R.L. de C.V. 100.00 Corporate certificate series A shares, Corporate certificate series B shares Mozambique Rua dos Desportistas, Numero 649, Cidade de Maputo, Mozambique Vodacom Moçambique, SA5 51.42 Ordinary shares Vodafone M-Pesa, S.A5 51.42 Ordinary shares Netherlands Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den IJssel, Netherlands Vodafone Enterprise Netherlands B.V. 100.00 Ordinary shares Vodafone Europe B.V. 100.00 Ordinary shares Vodafone International Holdings B.V. 100.00 Ordinary shares Vodafone Panafon International Holdings B.V. 99.87 Ordinary shares Rivium Quadrant 175, 2909 LC, Capelle aan den IJssel, Netherlands Central Tower Holding Company B.V. 4 81.74 Ordinary shares and special shares Zuid-hollanden 7, Rode Olifant, Spaces, 2596AL, den Haag, Netherlands IoT.nxt USA BV5 30.87 Ordinary shares IOT.NXT B.V.5 30.87 Ordinary shares IoT.nxt Europe BV5 30.87 Ordinary shares New Zealand 74 Taharoto Road, Takapuna, Auckland, 0622, New Zealand Vodafone Enterprise Hong Kong Limited - New Zealand Branch2 100.00 Branch Norway c/o EconPartner AS, Dronning Mauds gate 15, Oslo, 0250, Norway Vodafone Enterprise Norway AS 100.00 Ordinary shares Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom Vodafone Limited – Norway Branch2 100.00 Branch Oman Knowledge Oasis Muscat, Al-seeb, Muscat, Governorate P.O Box 104 135, Oman Vodafone Services LLC 100.00 Shares Poland ul. Towarowa 28, 00-839, Warsaw, Poland Vodafone Business Poland sp. z o.o. 100.00 Ordinary shares Portugal Av. D. João II, nº 36 – 8º Piso, 1998 – 017, Parque das Nações, Lisboa, Portugal Oni Way - Infocomunicacoes, S.A 100.00 Ordinary shares Vantage Towers, S.A.4 81.74 Ordinary shares Vodafone Enterprise Spain, S.L.U. - Portugal Branch2 100.00 Branch Vodafone Portugal - Comunicacoes Pessoais, S.A. 100.00 Ordinary shares Romania 1 A Constantin Ghercu Street, 10th Floor, 6th District, Bucharest, Romania UPC Services S.R.L. (in liquidation) 100.00 Ordinary shares 201 Barbu Vacarescu, 4th Floor, 2nd District, Bucharest, Romania Vodafone Romania S.A 100.00 Ordinary shares 201 Barbu Vacarescu, 5th Floor, 2nd District, Bucharest, Romania Vodafone External Services S.R.L. 100.00 Ordinary shares 201 Barbu Vacarescu Street, Mezzanine, District 2, Bucharest, Romania Vodafone Foundation 100.00 Sole member 201 Barbu Vacarescu Street, Mezzanine, Room 1, District 2, Bucharest, Romania Vantage Towers S.R.L.4 81.74 Ordinary shares 62D Nordului Street, District 1, Bucharest, Romania UPC Foundation 100.00 Sole member Oltenitei Street no. 2, City Offices Building, 3rd Floor, Bucharest, 4th District, Romania Vodafone România Technologies SRL 100.00 Ordinary shares Sectorul 2, Strada Barbu Văcărescu, Nr. 201, Etaj 1, Bucharest, Romania Vodafone România M - Payments SRL 100.00 Ordinary shares Șoseaua Vestului no. 1A, West Mall Ploiești, First Floor, Ploiești, Romania Evotracking SRL 100.00 Ordinary shares Russian Federation Build. 2, 14/10, Chayanova str., 125047, Moscow, Russian Federation Cable & Wireless CIS Svyaz LLC 100.00 Charter capital shares Serbia Vladimira Popovića 38-40, New Belgrade, 11070, Serbia Vodafone Enterprise Equipment Limited Ogranak u Beogradu - Serbia Branch2 100.00 Branch Singapore Asia Square Tower 2, 12 Marina View, #17-01, 018961, Singapore Vodafone Enterprise Singapore Pte.Ltd 100.00 Ordinary shares Slovakia Prievozská 6, Bratislava, 821 09, Slovakia Vodafone Czech Republic A.S. – Slovakia Branch2 100.00 Branch Suché mýto 1, Bratislava, 811 03, Slovakia Vodafone Global Network Limited – Slovakia Branch2 100.00 Branch South Africa 319 Frere Road, Glenwood, 4001, South Africa Cable and Wireless Worldwide South Africa (Pty) Ltd 100.00 Ordinary shares 9 Kinross Street, Germiston South, 1401, South Africa Vodafone Holdings (SA) Proprietary Limited 100.00 Ordinary shares Vodafone Investments (SA) Proprietary Limited 100.00 Ordinary A shares, “B” Ordinary no par value shares Bylsbridge Office Park, Building 14m Block C, 1st Floor, Alexandra Road, Centurion, Highveld Ext 73, 0046, South Africa 10T Holdings (Proprietary) Limited5 30.86 Ordinary shares IoT.nxt (Pty) Limited5 30.86 Ordinary shares IOT.nxt Development (Pty) Limited5 30.86 Ordinary shares Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa GS Telecom (Pty) Limited5 60.50 Ordinary shares Infinity Services Partner Company5 60.50 Ordinary shares Jupicol (Proprietary) Limited5 42.35 Ordinary shares Mezzanine Ware (RF) Proprietary Limited5 54.45 Ordinary shares Motifprops 1 (Proprietary) Limited5 60.50 Ordinary shares Scarlet Ibis Investments 23 (Pty) Limited5 60.50 Ordinary shares Storage Technology Services (Pty) Limited5 30.85 Ordinary shares Vodacom (Pty) Limited5 60.50 Ordinary shares, Ordinary A shares Vodacom Business Africa Group (Pty) Limited5 60.50 Ordinary shares Vodacom Financial Services (Proprietary) Limited5 60.50 Ordinary shares Vodacom Group Limited 60.50 Ordinary shares Vodacom Insurance Administration Company (Proprietary) Limited5 60.50 Ordinary shares Vodacom Insurance Company (RF) Limited5 60.50 Ordinary shares Vodacom International Holdings (Pty) Limited5 60.50 Ordinary shares Vodacom Life Assurance Company (RF) Limited5 60.50 Ordinary shares Vodacom Payment Services (Proprietary) Limited5 60.50 Ordinary shares Vodacom Properties No 1 (Proprietary) Limited5 60.50 Ordinary shares Vodacom Properties No.2 (Pty) Limited5 60.50 Ordinary shares Wheatfields Investments 276 (Proprietary) Limited5 60.50 Ordinary shares XLink Communications (Proprietary) Limited5 60.50 Ordinary A Shares Strategic report Governance Financials Other information 209 Vodafone Group Plc  Annual Report on Form 20-F 2022

GRAPHIC

Notes to the consolidated financial statements (continued) Overview Strategic Report Governance Financials Other information 211 Vodafone Group Plc Annual Report 2022 Associated undertakings and joint arrangements Australia Ground Floor, 55 Clarence Street, Sydney NSW 2000, Australia FTTB Wholesale Pty Ltd 25.05 Ordinary shares Level 1, 177 Pacific Highway, North Sydney NSW 2060, Australia 3.6 GHz Spectrum Pty Ltd 25.05 Ordinary shares AAPT Limited 25.05 Ordinary shares ACN 088 889 230 Pty Ltd 25.05 Ordinary shares ACN 139 798 404 Pty Ltd 25.05 Ordinary shares Adam Internet Holdings Pty Ltd 25.05 Ordinary shares Adam Internet Pty Ltd 25.05 A shares, B shares, Ordinary shares Agile Pty Ltd 25.05 Ordinary shares AlchemyIT Pty Ltd 25.05 Ordinary shares Blue Call Pty Ltd 25.05 Ordinary shares Cable Licence Holdings Pty Ltd 25.05 A shares, B shares Chariot Pty Ltd 25.05 Ordinary shares Chime Communications Pty Ltd 25.05 Ordinary shares Connect Internet Solutions Pty Limited 25.05 Ordinary shares Connect West Pty Ltd 25.05 No 1 Ordinary shares Destra Communications Pty Ltd 25.05 Ordinary shares Digiplus Contracts Pty Ltd 25.05 Ordinary shares Digiplus Holdings Pty Ltd 25.05 Ordinary shares Digiplus Investments Pty Ltd 25.05 Ordinary shares Digiplus Pty Ltd 25.05 Ordinary shares H3GA Properties (No.3) Pty Limited 25.05 Ordinary shares Hosteddesktop.com Pty Ltd 25.05 Ordinary shares iHug Pty Ltd 25.05 No 1 Ordinary shares iiNet (Ozemail) Pty Ltd 25.05 Ordinary shares iiNet Labs Pty Ltd 25.05 Ordinary shares iiNet Limited 25.05 Ordinary shares Internode Pty Ltd 25.05 B shares, Ordinary shares IntraPower Pty Limited 25.05 Ordinary shares Intrapower Terrestrial Pty Ltd 25.05 Ordinary shares IP Group Pty Ltd 25.05 Ordinary shares IP Services Xchange Pty Ltd 25.05 A shares, B shares Jiva Pty Ltd 25.05 Ordinary shares Kooee Communications Pty Ltd 25.05 Ordinary shares Kooee Mobile Pty Ltd 25.05 Ordinary shares Kooee Pty Ltd 25.05 A shares, B shares Mercury Connect Pty Ltd 25.05 E shares, Ordinary shares Mobile JV Pty Limited 25.05 Ordinary shares Mobileworld Communications Pty Limited 25.05 Ordinary shares Mobileworld Operating Pty Ltd 25.05 Ordinary shares Netspace Online Systems Pty Ltd 25.05 Ordinary shares Numillar IPS Pty Ltd 25.05 Ordinary shares Orchid Human Resources Pty Ltd 25.05 Ordinary shares PIPE International (Australia) Pty Ltd 25.05 Ordinary shares PIPE Networks Pty Limited 25.05 Ordinary shares PIPE Transmission Pty Limited 25.05 Ordinary shares PowerTel Limited 25.05 Ordinary shares Request Broadband Pty Ltd 25.05 Ordinary shares Soul Communications Pty Ltd 25.05 Ordinary shares Soul Contracts Pty Ltd 25.05 Ordinary shares Soul Pattinson Telecommunications Pty Ltd 25.05 Ordinary shares SPT Telecommunications Pty Ltd 25.05 Ordinary shares SPTCom Pty Ltd 25.05 Ordinary shares Telecom Enterprises Australia Pty Limited 25.05 Ordinary shares Telecom New Zealand Australia Pty Ltd 25.05 Ordinary shares, Redeemable preference shares TPG Corporation Limited 25.05 Ordinary shares TPG Energy Pty Ltd 25.05 Ordinary shares TPG Finance Pty Limited 25.05 Ordinary shares TPG Holdings Pty Ltd 25.05 Ordinary shares TPG Internet Pty Ltd 25.05 Ordinary shares TPG JV Company Pty Ltd 25.05 Ordinary shares TPG Network Pty Ltd 25.05 Ordinary shares TPG Telecom Limited 25.05 Ordinary shares TransACT Broadcasting Pty Ltd 25.05 Ordinary shares TransACT Capital Communications Pty Ltd 25.05 Ordinary shares TransACT Communications Pty Ltd 25.05 Ordinary shares TransACT Victoria Communications Pty Ltd 25.05 Ordinary shares TransACT Victoria Holdings Pty Ltd 25.05 Ordinary shares Transflicks Pty Ltd 25.05 Ordinary shares Trusted Cloud Pty Ltd 25.05 Ordinary shares Trusted Cloud Solutions Pty Ltd 25.05 Ordinary shares Value Added Network Pty Ltd 25.05 Ordinary shares Virtual Desktop Pty Ltd 25.05 Ordinary shares Vodafone Australia Pty Limited 25.05 Ordinary shares, Class B shares, Redeemable preference shares Vodafone Foundation Australia Pty Limited 25.05 Ordinary shares Vodafone Hutchison Receivables Pty Limited 25.05 Ordinary shares Vodafone Hutchison Spectrum Pty Limited 25.05 Ordinary shares Vodafone Network Pty Limited 25.05 Ordinary shares Vodafone Pty Limited 25.05 Ordinary shares VtalkVoip Pty Ltd 25.05 Ordinary shares Westnet Pty Ltd 25.05 Ordinary shares Bermuda Clarendon House, 2 Church St, Hamilton, HM11, Bermuda PPC 1 Limited 25.05 Ordinary shares Czech Republic U Rajské zahrady 1912/3, Praha 3, 130 00, Czech Republic COOP Mobil s.r.o. 33.33 Ordinary shares Egypt 23 Kasr El Nil St, Cairo, 11211, Egypt Wataneya Telecommunications S.A.E 50.00 Ordinary shares Ethiopia Kirkos Sub-City, Woreda 01, House No. New, (Safaricom HQ), Addis Ababa, Ethiopia Safaricom Telecommunications Ethiopia Private Limited Company 5 18.30 Ordinary shares Germany 38 Berliner Allee, 40212, Düsseldorf, Germany MNP Deutschland Gesellschaft bürgerlichen Rechts 33.33 Partnership share Nobelstrasse 55, 18059, Rostock, Germany Verwaltung “Urbana Teleunion” Rostock GmbH3 46.92 Ordinary shares Greece 43-45 Valtetsiou Str., Athens, Greece Safenet N.P,A. 24.97 Ordinary shares 56 Kifisias Avenue & Delfwn, Marousi, 151 25, Greece Tilegnous IKE 33.29 Ordinary shares Marathonos Ave 18 km & Pylou, Pallini, Attica, 15351, Greece Victus Networks S.A. 49.94 Ordinary shares India 10th Floor, Birla Centurion, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra, 400030, India Vodafone Foundation7 46.90 Equity shares Vodafone Idea Shared Services Limited7 47.61 Equity shares Vodafone Idea Technology Solutions Limited7 47.61 Equity shares Vodafone m-pesa Limited7 47.61 Equity shares You Broadband India Limited7 47.61 Equity shares A-19, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi, Delhi, 110044, India FireFly Networks Limited7 23.81 Equity shares A4, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai, Maharashtra, 400030, India Aditya Birla Idea Payments Bank Limited (in liquidation)7 23.33 Equity shares Building No.10, Tower-A, 4th Floor, DLF Cyber City, Gurugram, Haryana, 122002, India Indus Towers Limited 21.05 Ordinary shares N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 210 Vodafone Group Plc Annual Report 2022 2020 31. Related undertakings (continued) Vodafone Automotive UK Limited 100.00 Ordinary shares Vodafone Benelux Limited 100.00 Ordinary shares, Preference shares Vodafone Cellular Limited1 100.00 Ordinary shares Vodafone Consolidated Holdings Limited 100.00 Ordinary shares Vodafone Corporate Limited 100.00 Ordinary shares Vodafone Corporate Secretaries Limited1 100.00 Ordinary shares Vodafone DC Pension Trustee Company Limited1 100.00 Ordinary shares Vodafone Distribution Holdings Limited 100.00 Ordinary shares Vodafone Enterprise Corporate Secretaries Limited 100.00 Ordinary shares Vodafone Enterprise Equipment Limited 100.00 Ordinary shares Vodafone Enterprise Europe (UK) Limited 100.00 Ordinary shares Vodafone Enterprise U.K. 100.00 Ordinary shares Vodafone Euro Hedging Limited 100.00 Ordinary shares Vodafone Euro Hedging Two 100.00 Ordinary shares Vodafone Europe UK 100.00 Ordinary shares Vodafone European Investments1 100.00 Ordinary shares Vodafone European Portal Limited1 100.00 Ordinary shares Vodafone Finance Limited 1 100.00 Ordinary shares Vodafone Finance Luxembourg Limited 100.00 Ordinary shares Vodafone Finance Sweden 100.00 Ordinary shares, Ordinary deferred Vodafone Finance UK Limited 100.00 Ordinary shares Vodafone Financial Operations 100.00 Ordinary shares Vodafone Global Content Services Limited 100.00 Ordinary shares, 5% fixed rate non-voting preference shares Vodafone Global Enterprise Limited 100.00 Ordinary shares, Deferred shares, B deferred shares Vodafone Group (Directors) Trustee Limited1 100.00 Ordinary shares Vodafone Group Pension Trustee Limited1 100.00 Ordinary shares Vodafone Group Services Limited 100.00 Ordinary shares, Deferred shares Vodafone Group Services No.2 Limited1 100.00 Ordinary shares Vodafone Group Share Trustee Limited1 100.00 Ordinary shares Vodafone Holdings Luxembourg Limited 100.00 Ordinary shares Vodafone Intermediate Enterprises Limited 100.00 Ordinary shares Vodafone International 2 Limited – UK Branch2 100.00 Branch Vodafone International Holdings Limited 100.00 Ordinary shares Vodafone International Operations Limited 100.00 Ordinary shares Vodafone Investment UK 100.00 Ordinary shares Vodafone Investments Australia Limited 100.00 Ordinary shares Vodafone Investments Limited1 100.00 Ordinary shares, Zero coupon redeemable preference shares Vodafone IP Licensing Limited1 100.00 Ordinary shares Vodafone Limited 100.00 Ordinary shares Vodafone Marketing UK 100.00 Ordinary shares Vodafone Mobile Communications Limited 100.00 Ordinary shares Vodafone Mobile Enterprises Limited 100.00 A-ordinary shares, Ordinary one pound shares Vodafone Mobile Network Limited 100.00 A-ordinary shares, Ordinary one pound shares Vodafone Nominees Limited1 100.00 Ordinary shares Vodafone Oceania Limited 100.00 Ordinary shares Vodafone Old Show Ground Site Management Limited 100.00 Ordinary shares Vodafone Overseas Finance Limited 100.00 Ordinary shares Vodafone Overseas Holdings Limited 100.00 Ordinary shares Vodafone Panafon UK 99.87 Ordinary shares Vodafone Partner Services Limited 100.00 Ordinary shares, Redeemable preference shares Vodafone Property Investments Limited 100.00 Ordinary shares Vodafone Retail (Holdings) Limited 100.00 Ordinary shares Vodafone Sales & Services Limited 100.00 Ordinary shares Vodafone UK Foundation 100.00 Sole member Vodafone UK Limited1 100.00 Ordinary shares Vodafone Ventures Limited1 100.00 Ordinary shares Vodafone Worldwide Holdings Limited 100.00 Ordinary shares; Cumulative preference Vodafone Yen Finance Limited 100.00 Ordinary shares Vodafone-Central Limited 100.00 Ordinary shares Vodaphone Limited 100.00 Ordinary shares Vodata Limited 100.00 Ordinary shares Your Communications Group Limited 100.00 B Ordinary shares, Redeemable preference shares United States 1209 Orange, Orange Street, Wilmington, New Castle DE 19801, United States IoT nxt USA Inc5 30.87 Common stock 145 West 45th St., 8th Floor, New York NY 10036, United States Cable & Wireless Americas Systems, Inc. 100.00 Common stock shares Vodafone Americas Virginia Inc. 100.00 Common stock shares Vodafone US Inc. 100.00 Common stock shares 1615 Platte Street, Suite 02-115, Denver CO 80202, United States Vodafone Americas Foundation 100.00 Trustee 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, United States Unitymedia Finance LLC 100.00 Sole member Strategic report Governance Financials Other information 210 Vodafone Group Plc  Annual Report on Form 20-F 2022

GRAPHIC

Overview Strategic Report Governance Financials Other information 211 Vodafone Group Plc Annual Report 2022 Associated undertakings and joint arrangements Australia Ground Floor, 55 Clarence Street, Sydney NSW 2000, Australia FTTB Wholesale Pty Ltd 25.05 Ordinary shares Level 1, 177 Pacific Highway, North Sydney NSW 2060, Australia 3.6 GHz Spectrum Pty Ltd 25.05 Ordinary shares AAPT Limited 25.05 Ordinary shares ACN 088 889 230 Pty Ltd 25.05 Ordinary shares ACN 139 798 404 Pty Ltd 25.05 Ordinary shares Adam Internet Holdings Pty Ltd 25.05 Ordinary shares Adam Internet Pty Ltd 25.05 A shares, B shares, Ordinary shares Agile Pty Ltd 25.05 Ordinary shares AlchemyIT Pty Ltd 25.05 Ordinary shares Blue Call Pty Ltd 25.05 Ordinary shares Cable Licence Holdings Pty Ltd 25.05 A shares, B shares Chariot Pty Ltd 25.05 Ordinary shares Chime Communications Pty Ltd 25.05 Ordinary shares Connect Internet Solutions Pty Limited 25.05 Ordinary shares Connect West Pty Ltd 25.05 No 1 Ordinary shares Destra Communications Pty Ltd 25.05 Ordinary shares Digiplus Contracts Pty Ltd 25.05 Ordinary shares Digiplus Holdings Pty Ltd 25.05 Ordinary shares Digiplus Investments Pty Ltd 25.05 Ordinary shares Digiplus Pty Ltd 25.05 Ordinary shares H3GA Properties (No.3) Pty Limited 25.05 Ordinary shares Hosteddesktop.com Pty Ltd 25.05 Ordinary shares iHug Pty Ltd 25.05 No 1 Ordinary shares iiNet (Ozemail) Pty Ltd 25.05 Ordinary shares iiNet Labs Pty Ltd 25.05 Ordinary shares iiNet Limited 25.05 Ordinary shares Internode Pty Ltd 25.05 B shares, Ordinary shares IntraPower Pty Limited 25.05 Ordinary shares Intrapower Terrestrial Pty Ltd 25.05 Ordinary shares IP Group Pty Ltd 25.05 Ordinary shares IP Services Xchange Pty Ltd 25.05 A shares, B shares Jiva Pty Ltd 25.05 Ordinary shares Kooee Communications Pty Ltd 25.05 Ordinary shares Kooee Mobile Pty Ltd 25.05 Ordinary shares Kooee Pty Ltd 25.05 A shares, B shares Mercury Connect Pty Ltd 25.05 E shares, Ordinary shares Mobile JV Pty Limited 25.05 Ordinary shares Mobileworld Communications Pty Limited 25.05 Ordinary shares Mobileworld Operating Pty Ltd 25.05 Ordinary shares Netspace Online Systems Pty Ltd 25.05 Ordinary shares Numillar IPS Pty Ltd 25.05 Ordinary shares Orchid Human Resources Pty Ltd 25.05 Ordinary shares PIPE International (Australia) Pty Ltd 25.05 Ordinary shares PIPE Networks Pty Limited 25.05 Ordinary shares PIPE Transmission Pty Limited 25.05 Ordinary shares PowerTel Limited 25.05 Ordinary shares Request Broadband Pty Ltd 25.05 Ordinary shares Soul Communications Pty Ltd 25.05 Ordinary shares Soul Contracts Pty Ltd 25.05 Ordinary shares Soul Pattinson Telecommunications Pty Ltd 25.05 Ordinary shares SPT Telecommunications Pty Ltd 25.05 Ordinary shares SPTCom Pty Ltd 25.05 Ordinary shares Telecom Enterprises Australia Pty Limited 25.05 Ordinary shares Telecom New Zealand Australia Pty Ltd 25.05 Ordinary shares, Redeemable preference shares TPG Corporation Limited 25.05 Ordinary shares TPG Energy Pty Ltd 25.05 Ordinary shares TPG Finance Pty Limited 25.05 Ordinary shares TPG Holdings Pty Ltd 25.05 Ordinary shares TPG Internet Pty Ltd 25.05 Ordinary shares TPG JV Company Pty Ltd 25.05 Ordinary shares TPG Network Pty Ltd 25.05 Ordinary shares TPG Telecom Limited 25.05 Ordinary shares TransACT Broadcasting Pty Ltd 25.05 Ordinary shares TransACT Capital Communications Pty Ltd 25.05 Ordinary shares TransACT Communications Pty Ltd 25.05 Ordinary shares TransACT Victoria Communications Pty Ltd 25.05 Ordinary shares TransACT Victoria Holdings Pty Ltd 25.05 Ordinary shares Transflicks Pty Ltd 25.05 Ordinary shares Trusted Cloud Pty Ltd 25.05 Ordinary shares Trusted Cloud Solutions Pty Ltd 25.05 Ordinary shares Value Added Network Pty Ltd 25.05 Ordinary shares Virtual Desktop Pty Ltd 25.05 Ordinary shares Vodafone Australia Pty Limited 25.05 Ordinary shares, Class B shares, Redeemable preference shares Vodafone Foundation Australia Pty Limited 25.05 Ordinary shares Vodafone Hutchison Receivables Pty Limited 25.05 Ordinary shares Vodafone Hutchison Spectrum Pty Limited 25.05 Ordinary shares Vodafone Network Pty Limited 25.05 Ordinary shares Vodafone Pty Limited 25.05 Ordinary shares VtalkVoip Pty Ltd 25.05 Ordinary shares Westnet Pty Ltd 25.05 Ordinary shares Bermuda Clarendon House, 2 Church St, Hamilton, HM11, Bermuda PPC 1 Limited 25.05 Ordinary shares Czech Republic U Rajské zahrady 1912/3, Praha 3, 130 00, Czech Republic COOP Mobil s.r.o. 33.33 Ordinary shares Egypt 23 Kasr El Nil St, Cairo, 11211, Egypt Wataneya Telecommunications S.A.E 50.00 Ordinary shares Ethiopia Kirkos Sub-City, Woreda 01, House No. New, (Safaricom HQ), Addis Ababa, Ethiopia Safaricom Telecommunications Ethiopia Private Limited Company 5 18.30 Ordinary shares Germany 38 Berliner Allee, 40212, Düsseldorf, Germany MNP Deutschland Gesellschaft bürgerlichen Rechts 33.33 Partnership share Nobelstrasse 55, 18059, Rostock, Germany Verwaltung “Urbana Teleunion” Rostock GmbH3 46.92 Ordinary shares Greece 43-45 Valtetsiou Str., Athens, Greece Safenet N.P,A. 24.97 Ordinary shares 56 Kifisias Avenue & Delfwn, Marousi, 151 25, Greece Tilegnous IKE 33.29 Ordinary shares Marathonos Ave 18 km & Pylou, Pallini, Attica, 15351, Greece Victus Networks S.A. 49.94 Ordinary shares India 10th Floor, Birla Centurion, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra, 400030, India Vodafone Foundation7 46.90 Equity shares Vodafone Idea Shared Services Limited7 47.61 Equity shares Vodafone Idea Technology Solutions Limited7 47.61 Equity shares Vodafone m-pesa Limited7 47.61 Equity shares You Broadband India Limited7 47.61 Equity shares A-19, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi, Delhi, 110044, India FireFly Networks Limited7 23.81 Equity shares A4, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai, Maharashtra, 400030, India Aditya Birla Idea Payments Bank Limited (in liquidation)7 23.33 Equity shares Building No.10, Tower-A, 4th Floor, DLF Cyber City, Gurugram, Haryana, 122002, India Indus Towers Limited 21.05 Ordinary shares N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 210 Vodafone Group Plc Annual Report 2022 2020 31. Related undertakings (continued) Vodafone Automotive UK Limited 100.00 Ordinary shares Vodafone Benelux Limited 100.00 Ordinary shares, Preference shares Vodafone Cellular Limited1 100.00 Ordinary shares Vodafone Consolidated Holdings Limited 100.00 Ordinary shares Vodafone Corporate Limited 100.00 Ordinary shares Vodafone Corporate Secretaries Limited1 100.00 Ordinary shares Vodafone DC Pension Trustee Company Limited1 100.00 Ordinary shares Vodafone Distribution Holdings Limited 100.00 Ordinary shares Vodafone Enterprise Corporate Secretaries Limited 100.00 Ordinary shares Vodafone Enterprise Equipment Limited 100.00 Ordinary shares Vodafone Enterprise Europe (UK) Limited 100.00 Ordinary shares Vodafone Enterprise U.K. 100.00 Ordinary shares Vodafone Euro Hedging Limited 100.00 Ordinary shares Vodafone Euro Hedging Two 100.00 Ordinary shares Vodafone Europe UK 100.00 Ordinary shares Vodafone European Investments1 100.00 Ordinary shares Vodafone European Portal Limited1 100.00 Ordinary shares Vodafone Finance Limited 1 100.00 Ordinary shares Vodafone Finance Luxembourg Limited 100.00 Ordinary shares Vodafone Finance Sweden 100.00 Ordinary shares, Ordinary deferred Vodafone Finance UK Limited 100.00 Ordinary shares Vodafone Financial Operations 100.00 Ordinary shares Vodafone Global Content Services Limited 100.00 Ordinary shares, 5% fixed rate non-voting preference shares Vodafone Global Enterprise Limited 100.00 Ordinary shares, Deferred shares, B deferred shares Vodafone Group (Directors) Trustee Limited1 100.00 Ordinary shares Vodafone Group Pension Trustee Limited1 100.00 Ordinary shares Vodafone Group Services Limited 100.00 Ordinary shares, Deferred shares Vodafone Group Services No.2 Limited1 100.00 Ordinary shares Vodafone Group Share Trustee Limited1 100.00 Ordinary shares Vodafone Holdings Luxembourg Limited 100.00 Ordinary shares Vodafone Intermediate Enterprises Limited 100.00 Ordinary shares Vodafone International 2 Limited – UK Branch2 100.00 Branch Vodafone International Holdings Limited 100.00 Ordinary shares Vodafone International Operations Limited 100.00 Ordinary shares Vodafone Investment UK 100.00 Ordinary shares Vodafone Investments Australia Limited 100.00 Ordinary shares Vodafone Investments Limited1 100.00 Ordinary shares, Zero coupon redeemable preference shares Vodafone IP Licensing Limited1 100.00 Ordinary shares Vodafone Limited 100.00 Ordinary shares Vodafone Marketing UK 100.00 Ordinary shares Vodafone Mobile Communications Limited 100.00 Ordinary shares Vodafone Mobile Enterprises Limited 100.00 A-ordinary shares, Ordinary one pound shares Vodafone Mobile Network Limited 100.00 A-ordinary shares, Ordinary one pound shares Vodafone Nominees Limited1 100.00 Ordinary shares Vodafone Oceania Limited 100.00 Ordinary shares Vodafone Old Show Ground Site Management Limited 100.00 Ordinary shares Vodafone Overseas Finance Limited 100.00 Ordinary shares Vodafone Overseas Holdings Limited 100.00 Ordinary shares Vodafone Panafon UK 99.87 Ordinary shares Vodafone Partner Services Limited 100.00 Ordinary shares, Redeemable preference shares Vodafone Property Investments Limited 100.00 Ordinary shares Vodafone Retail (Holdings) Limited 100.00 Ordinary shares Vodafone Sales & Services Limited 100.00 Ordinary shares Vodafone UK Foundation 100.00 Sole member Vodafone UK Limited1 100.00 Ordinary shares Vodafone Ventures Limited1 100.00 Ordinary shares Vodafone Worldwide Holdings Limited 100.00 Ordinary shares; Cumulative preference Vodafone Yen Finance Limited 100.00 Ordinary shares Vodafone-Central Limited 100.00 Ordinary shares Vodaphone Limited 100.00 Ordinary shares Vodata Limited 100.00 Ordinary shares Your Communications Group Limited 100.00 B Ordinary shares, Redeemable preference shares United States 1209 Orange, Orange Street, Wilmington, New Castle DE 19801, United States IoT nxt USA Inc5 30.87 Common stock 145 West 45th St., 8th Floor, New York NY 10036, United States Cable & Wireless Americas Systems, Inc. 100.00 Common stock shares Vodafone Americas Virginia Inc. 100.00 Common stock shares Vodafone US Inc. 100.00 Common stock shares 1615 Platte Street, Suite 02-115, Denver CO 80202, United States Vodafone Americas Foundation 100.00 Trustee 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, United States Unitymedia Finance LLC 100.00 Sole member Strategic report Governance Financials Other information 211 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) Overview Strategic Report Governance Financials Other information 213 Vodafone Group Plc Annual Report 2022 United States 251 Little Falls Drive, Wilmington DE 19808, United States LG Financing Partnership 50.00 Partnership interest PPC 1 (US) Inc. 25.05 Ordinary shares Ziggo Financing Partnership 50.00 Partnership interest Notes: 1 Directly held by Vodafone Group Plc. 2 Branches. 3 Shareholding is indirect through Vodafone Deutschland GmbH. 4 Shareholding is indirect through Vantage Towers A.G. 5 Shareholding is indirect through Vodacom Group Limited. The indirect shareholding is calculated using the 60.50% ownership interest in Vodacom Group Limited. 6 At 31 March 2022 the fair value of Safaricom Plc was KES 1,370 billion (€10,693 million) based on the closing quoted share price on the Nairobi Stock Exchange. 7 Includes the indirect interest held through Vodafone Idea Limited. Selected financial information The table below shows selected financial information in respect of subsidiaries that have non-controlling interests that are material to the Group1. Vodacom Group Limited Vodafone Egypt Telecommunications S.A.E Vantage Towers A.G. 2022 2021 2022 2021 2022 €m €m €m €m €m Summary comprehensive income information Revenue 5,993 5,181 1,814 1,537 1,252 Profit for the financial year 1,002 891 314 271 345 Other comprehensive expense (2) (17) – – – Total comprehensive income 1,000 874 314 271 345 Other financial information Profit for the financial year allocated to non-controlling interests 353 310 141 122 66 Dividends paid to non-controlling interests 294 307 194 84 52 Summary financial position information Non-current assets 7,253 6,592 1,630 1,765 11,137 Current assets 3,123 2,671 440 640 704 Total assets 10,376 9,263 2,070 2,405 11,841 Non-current liabilities (2,191) (2,617) (83) (198) (5,251) Current liabilities (3,539) (2,406) (1,197) (1,217) (1,055) Total assets less total liabilities 4,646 4,240 790 990 5,535 Equity shareholders’ funds 3,624 3,332 474 587 4,522 Non-controlling interests 1,022 908 316 403 1,013 Total equity 4,646 4,240 790 990 5,535 Statement of cash flows Net cash inflow from operating activities 1,946 1,711 755 523 1,110 Net cash outflow from investing activities (666) (424) (284) (418) (232) Net cash outflow from financing activities (1,177) (1,251) (749) (7) (861) Net cash inflow/(outflow) 103 36 (278) 98 17 Cash and cash equivalents brought forward 876 826 348 273 48 Exchange gain/(loss) on cash and cash equivalents 46 14 2 (23) – Cash and cash equivalents 1,025 876 72 348 65 Note: 1 Vantage Towers A.G. was listed on the Frankfurt Stock exchange on 18 March 2021, resulting in the recognition of non-controlling interests of €1,019 million in year ending 31 March 2021 in the Group’s consolidated Statement of financial position. Non-current assets, current assets, non-current liabilities and current liabilities for Vantage Towers A.G. were €10,899 million, €490 million, €4,976 million and €958 million respectively, in the year ending 31 March 2021 in the Group’s consolidated Statement of financial position. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 212 Vodafone Group Plc Annual Report 2022 2020 31. Related undertakings (continued) Netherlands Suman Tower Plot No. 18, Sector No. 11, Gandhinagar, 382011, Gujarat, India Vodafone Idea Limited 47.61 Equity shares Vodafone Idea Manpower Services Limited7 47.04 Equity shares Vodafone House, Corporate Road, Prahladnagar, Off S. G. Highway, Ahmedabad, Gujarat, 380051, India Connect (India) Mobile Technologies Private Limited7 47.61 Equity shares Vodafone Idea Business Services Limited7 47.61 Equity shares Vodafone Idea Communication Systems Limited7 47.61 Equity shares Vodafone Idea Telecom Infrastructure Limited7 47.61 Equity shares Ireland The Herbert Building, The Park, Carrickmines, Dublin, Ireland Siro DAC 50.00 Ordinary shares Siro JV Holdco Limited 50.00 Ordinary B shares Italy Via Gaetana Negri 1, 20123, Milano, Italy Infrastrutture Wireless Italiane S.p.A4 27.12 Ordinary shares Kenya LR No. 13263, Safaricom House, Waiyaki Way, PO Box 66827- 00800, Nairobi, Kenya Safaricom PLC6 26.13 Ordinary shares Safaricom House, Waiyaki Way Westlands, Nairobi, Kenya M-PESA Africa Limited5 43.31 Ordinary shares Luxembourg 15 rue Edward Steichen, Luxembourg, 2540, Luxembourg Tomorrow Street SCA 50.00 Ordinary A shares, Ordinary B shares, Ordinary C shares 3 More London Riverside, London, SE1 2AQ, United Kingdom Global Partnership for Ethiopia B.V. 5 18.30 Ordinary shares Avenue Ceramique 300, 6221 Kx, Maastricht, Netherlands Vodafone Libertel B.V. 50.00 Ordinary shares Boven Vredenburgpassage 128, 3511 WR, Utrecht, Netherlands Amsterdamse Beheer- en Consultingmaatschappij B.V. 50.00 Ordinary shares Esprit Telecom B.V. 50.00 Ordinary shares FinCo Partner 1 B.V. 50.00 Ordinary shares LGE HoldCo V B.V. 50.00 Ordinary shares LGE HoldCo VI B.V. 50.00 Ordinary shares LGE Holdco VII B.V. 50.00 Ordinary shares LGE HoldCo VIII B.V. 50.00 Ordinary shares Vodafone Financial Services B.V. 50.00 Ordinary shares Vodafone Nederland Holding I B.V. 50.00 Ordinary shares Vodafone Nederland Holding II B.V. 50.00 Ordinary shares VodafoneZiggo Employment B.V. 50.00 Ordinary shares VodafoneZiggo Group B.V. 50.00 Ordinary shares VodafoneZiggo Group Holding B.V. 50.00 Ordinary shares VZ Financing I B.V. 50.00 Ordinary shares VZ Financing II B.V. 50.00 Ordinary shares VZ FinCo B.V. 50.00 Ordinary shares VZ PropCo B.V. 50.00 Ordinary shares VZ Secured Financing B.V. 50.00 Ordinary shares XB Facilities B.V. 50.00 Ordinary shares Ziggo B.V. 50.00 Ordinary shares Ziggo Deelnemingen B.V. 50.00 Ordinary shares Ziggo Finance 2 B.V. 50.00 Ordinary shares Ziggo Netwerk II B.V. 50.00 Ordinary shares Ziggo Real Estate B.V. 50.00 Ordinary shares Ziggo Services B.V. 50.00 Ordinary shares Ziggo Services Employment B.V. 50.00 Ordinary shares Ziggo Services Netwerk 2 B.V. 50.00 Ordinary shares Ziggo Zakelijk Services B.V. 50.00 Ordinary shares Zoranet Connectivity Services B.V. 50.00 Ordinary shares ZUM B.V. 50.00 Ordinary shares Media Parkboulevard 2, 1217 WE Hilversum, Netherlands Liberty Global Content Netherlands B.V. 50.00 Ordinary shares Winschoterdiep 60, 9723 AB Groningen, Netherlands Zesko B.V. 50.00 Ordinary shares Ziggo Bond Company B.V. 50.00 Ordinary shares Ziggo Netwerk B.V. 50.00 Ordinary shares New Zealand Tompkins Wake, Level 11, 41 Shortland Street, Auckland 1010, New Zealand iiNet (New Zealand) AKL Limited 25.05 Ordinary shares Unit 17, 24 Allright Place, Mt Wellington, Auckland, New Zealand TPG (NZ) Pty Ltd 25.05 Ordinary shares Philippines 22F Robinson Equitable Tower, ADB Ave, Corner Povega St, Ortigas Center, Pasig City, Philippines Orchid Cybertech Services Inc 25.05 Ordinary shares Portugal Espaço Sete Rios, LEAP Rua de Campolide, 351, 0.05 , 1070-034, Lisboa, Portugal Dualgrid – Gestão de Redes Partilhadas, S.A. 50.00 Ordinary shares Rua Pedro e Inês, Lote 2.08.01, 1990-075, Parque das Nações, Lisboa, Portugal Sport TV Portugal, S.A. 25.00 Nominative shares Romania Floor 3, Module 2, Connected Buildings III, Nr. 10A, Dimitrie Pompei Boulevard, Bucharest, Sector 2, Romania Netgrid Telecom SRL 50.00 Ordinary shares Russian Federation Building 3, 11, Promyshlennaya Street, Moscow 115 516 Autoconnex Limited 35.00 Ordinary shares South Africa 76 Maude Street, Sandton, Johannesberg, 2196, South Africa Waterberg Lodge (Proprietary) Limited5 30.25 Ordinary shares Building 13, Ground Floor, East Thornhill Office Park, 94 Bekker Road, Vorna Valley, X67 1685, South Africa Number Portability Company (Pty) Ltd5 12.10 Ordinary shares Rigel Park, Block A, 446 Rigel Avenue, Erasmusrand, Pretoria, 0181, South Africa Canard Spatial Technologies (Pty) Ltd5 19.66 Ordinary shares AfriGis (Pty) Ltd5 16.13 Ordinary shares Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa M-Pesa S.A (Proprietary) Limited5 43.31 Ordinary shares Tanzania, United Republic of Plot No. 23, Ursino Estate, Bagamoyo Road, Dar es Salaam, Tanzania, United Republic of Vodacom Trust Limited (in liquidation)5 45.37 Ordinary A shares, Ordinary B shares Turkey Çifte Havuzlar Mah Eski Londra Asfaltı Cad No: 151/1E/301, Esenler, Istanbul, Turkey FGS Bilgi Islem Urunler Sanayi ve Ticaret AS 50.00 Ordinary shares United Kingdom 24/25 The Shard, 32 London Bridge Street, London, SE1 9SG, United Kingdom Digital Mobile Spectrum Limited 25.00 Ordinary shares 3 More London Riverside, London, SE1 2AQ, United Kingdom VodaFamily Ethiopia Holding Company Limited5 29.57 Ordinary shares Griffin House, 161 Hammersmith Road, London, W6 8BS, United Kingdom Cable & Wireless Trade Mark Management Limited 50.00 Ordinary A shares, Ordinary B shares Hive 2, 1530 Arlington Business Park, Theale, Reading, Berkshire, RG7 4SA, United Kingdom Cornerstone Telecommunications Infrastructure Limited4 40.87 Ordinary shares Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom Vodafone Hutchison (Australia) Holdings Limited 50.00 Ordinary shares Strategic report Governance Financials Other information 212 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 213 Vodafone Group Plc Annual Report 2022 United States 251 Little Falls Drive, Wilmington DE 19808, United States LG Financing Partnership 50.00 Partnership interest PPC 1 (US) Inc. 25.05 Ordinary shares Ziggo Financing Partnership 50.00 Partnership interest Notes: 1 Directly held by Vodafone Group Plc. 2 Branches. 3 Shareholding is indirect through Vodafone Deutschland GmbH. 4 Shareholding is indirect through Vantage Towers A.G. 5 Shareholding is indirect through Vodacom Group Limited. The indirect shareholding is calculated using the 60.50% ownership interest in Vodacom Group Limited. 6 At 31 March 2022 the fair value of Safaricom Plc was KES 1,370 billion (€10,693 million) based on the closing quoted share price on the Nairobi Stock Exchange. 7 Includes the indirect interest held through Vodafone Idea Limited. Selected financial information The table below shows selected financial information in respect of subsidiaries that have non-controlling interests that are material to the Group1. Vodacom Group Limited Vodafone Egypt Telecommunications S.A.E Vantage Towers A.G. 2022 2021 2022 2021 2022 €m €m €m €m €m Summary comprehensive income information Revenue 5,993 5,181 1,814 1,537 1,252 Profit for the financial year 1,002 891 314 271 345 Other comprehensive expense (2) (17) – – – Total comprehensive income 1,000 874 314 271 345 Other financial information Profit for the financial year allocated to non-controlling interests 353 310 141 122 66 Dividends paid to non-controlling interests 294 307 194 84 52 Summary financial position information Non-current assets 7,253 6,592 1,630 1,765 11,137 Current assets 3,123 2,671 440 640 704 Total assets 10,376 9,263 2,070 2,405 11,841 Non-current liabilities (2,191) (2,617) (83) (198) (5,251) Current liabilities (3,539) (2,406) (1,197) (1,217) (1,055) Total assets less total liabilities 4,646 4,240 790 990 5,535 Equity shareholders’ funds 3,624 3,332 474 587 4,522 Non-controlling interests 1,022 908 316 403 1,013 Total equity 4,646 4,240 790 990 5,535 Statement of cash flows Net cash inflow from operating activities 1,946 1,711 755 523 1,110 Net cash outflow from investing activities (666) (424) (284) (418) (232) Net cash outflow from financing activities (1,177) (1,251) (749) (7) (861) Net cash inflow/(outflow) 103 36 (278) 98 17 Cash and cash equivalents brought forward 876 826 348 273 48 Exchange gain/(loss) on cash and cash equivalents 46 14 2 (23) – Cash and cash equivalents 1,025 876 72 348 65 Note: 1 Vantage Towers A.G. was listed on the Frankfurt Stock exchange on 18 March 2021, resulting in the recognition of non-controlling interests of €1,019 million in year ending 31 March 2021 in the Group’s consolidated Statement of financial position. Non-current assets, current assets, non-current liabilities and current liabilities for Vantage Towers A.G. were €10,899 million, €490 million, €4,976 million and €958 million respectively, in the year ending 31 March 2021 in the Group’s consolidated Statement of financial position. N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 212 Vodafone Group Plc Annual Report 2022 2020 31. Related undertakings (continued) Netherlands Suman Tower Plot No. 18, Sector No. 11, Gandhinagar, 382011, Gujarat, India Vodafone Idea Limited 47.61 Equity shares Vodafone Idea Manpower Services Limited7 47.04 Equity shares Vodafone House, Corporate Road, Prahladnagar, Off S. G. Highway, Ahmedabad, Gujarat, 380051, India Connect (India) Mobile Technologies Private Limited7 47.61 Equity shares Vodafone Idea Business Services Limited7 47.61 Equity shares Vodafone Idea Communication Systems Limited7 47.61 Equity shares Vodafone Idea Telecom Infrastructure Limited7 47.61 Equity shares Ireland The Herbert Building, The Park, Carrickmines, Dublin, Ireland Siro DAC 50.00 Ordinary shares Siro JV Holdco Limited 50.00 Ordinary B shares Italy Via Gaetana Negri 1, 20123, Milano, Italy Infrastrutture Wireless Italiane S.p.A4 27.12 Ordinary shares Kenya LR No. 13263, Safaricom House, Waiyaki Way, PO Box 66827- 00800, Nairobi, Kenya Safaricom PLC6 26.13 Ordinary shares Safaricom House, Waiyaki Way Westlands, Nairobi, Kenya M-PESA Africa Limited5 43.31 Ordinary shares Luxembourg 15 rue Edward Steichen, Luxembourg, 2540, Luxembourg Tomorrow Street SCA 50.00 Ordinary A shares, Ordinary B shares, Ordinary C shares 3 More London Riverside, London, SE1 2AQ, United Kingdom Global Partnership for Ethiopia B.V. 5 18.30 Ordinary shares Avenue Ceramique 300, 6221 Kx, Maastricht, Netherlands Vodafone Libertel B.V. 50.00 Ordinary shares Boven Vredenburgpassage 128, 3511 WR, Utrecht, Netherlands Amsterdamse Beheer- en Consultingmaatschappij B.V. 50.00 Ordinary shares Esprit Telecom B.V. 50.00 Ordinary shares FinCo Partner 1 B.V. 50.00 Ordinary shares LGE HoldCo V B.V. 50.00 Ordinary shares LGE HoldCo VI B.V. 50.00 Ordinary shares LGE Holdco VII B.V. 50.00 Ordinary shares LGE HoldCo VIII B.V. 50.00 Ordinary shares Vodafone Financial Services B.V. 50.00 Ordinary shares Vodafone Nederland Holding I B.V. 50.00 Ordinary shares Vodafone Nederland Holding II B.V. 50.00 Ordinary shares VodafoneZiggo Employment B.V. 50.00 Ordinary shares VodafoneZiggo Group B.V. 50.00 Ordinary shares VodafoneZiggo Group Holding B.V. 50.00 Ordinary shares VZ Financing I B.V. 50.00 Ordinary shares VZ Financing II B.V. 50.00 Ordinary shares VZ FinCo B.V. 50.00 Ordinary shares VZ PropCo B.V. 50.00 Ordinary shares VZ Secured Financing B.V. 50.00 Ordinary shares XB Facilities B.V. 50.00 Ordinary shares Ziggo B.V. 50.00 Ordinary shares Ziggo Deelnemingen B.V. 50.00 Ordinary shares Ziggo Finance 2 B.V. 50.00 Ordinary shares Ziggo Netwerk II B.V. 50.00 Ordinary shares Ziggo Real Estate B.V. 50.00 Ordinary shares Ziggo Services B.V. 50.00 Ordinary shares Ziggo Services Employment B.V. 50.00 Ordinary shares Ziggo Services Netwerk 2 B.V. 50.00 Ordinary shares Ziggo Zakelijk Services B.V. 50.00 Ordinary shares Zoranet Connectivity Services B.V. 50.00 Ordinary shares ZUM B.V. 50.00 Ordinary shares Media Parkboulevard 2, 1217 WE Hilversum, Netherlands Liberty Global Content Netherlands B.V. 50.00 Ordinary shares Winschoterdiep 60, 9723 AB Groningen, Netherlands Zesko B.V. 50.00 Ordinary shares Ziggo Bond Company B.V. 50.00 Ordinary shares Ziggo Netwerk B.V. 50.00 Ordinary shares New Zealand Tompkins Wake, Level 11, 41 Shortland Street, Auckland 1010, New Zealand iiNet (New Zealand) AKL Limited 25.05 Ordinary shares Unit 17, 24 Allright Place, Mt Wellington, Auckland, New Zealand TPG (NZ) Pty Ltd 25.05 Ordinary shares Philippines 22F Robinson Equitable Tower, ADB Ave, Corner Povega St, Ortigas Center, Pasig City, Philippines Orchid Cybertech Services Inc 25.05 Ordinary shares Portugal Espaço Sete Rios, LEAP Rua de Campolide, 351, 0.05 , 1070-034, Lisboa, Portugal Dualgrid – Gestão de Redes Partilhadas, S.A. 50.00 Ordinary shares Rua Pedro e Inês, Lote 2.08.01, 1990-075, Parque das Nações, Lisboa, Portugal Sport TV Portugal, S.A. 25.00 Nominative shares Romania Floor 3, Module 2, Connected Buildings III, Nr. 10A, Dimitrie Pompei Boulevard, Bucharest, Sector 2, Romania Netgrid Telecom SRL 50.00 Ordinary shares Russian Federation Building 3, 11, Promyshlennaya Street, Moscow 115 516 Autoconnex Limited 35.00 Ordinary shares South Africa 76 Maude Street, Sandton, Johannesberg, 2196, South Africa Waterberg Lodge (Proprietary) Limited5 30.25 Ordinary shares Building 13, Ground Floor, East Thornhill Office Park, 94 Bekker Road, Vorna Valley, X67 1685, South Africa Number Portability Company (Pty) Ltd5 12.10 Ordinary shares Rigel Park, Block A, 446 Rigel Avenue, Erasmusrand, Pretoria, 0181, South Africa Canard Spatial Technologies (Pty) Ltd5 19.66 Ordinary shares AfriGis (Pty) Ltd5 16.13 Ordinary shares Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa M-Pesa S.A (Proprietary) Limited5 43.31 Ordinary shares Tanzania, United Republic of Plot No. 23, Ursino Estate, Bagamoyo Road, Dar es Salaam, Tanzania, United Republic of Vodacom Trust Limited (in liquidation)5 45.37 Ordinary A shares, Ordinary B shares Turkey Çifte Havuzlar Mah Eski Londra Asfaltı Cad No: 151/1E/301, Esenler, Istanbul, Turkey FGS Bilgi Islem Urunler Sanayi ve Ticaret AS 50.00 Ordinary shares United Kingdom 24/25 The Shard, 32 London Bridge Street, London, SE1 9SG, United Kingdom Digital Mobile Spectrum Limited 25.00 Ordinary shares 3 More London Riverside, London, SE1 2AQ, United Kingdom VodaFamily Ethiopia Holding Company Limited5 29.57 Ordinary shares Griffin House, 161 Hammersmith Road, London, W6 8BS, United Kingdom Cable & Wireless Trade Mark Management Limited 50.00 Ordinary A shares, Ordinary B shares Hive 2, 1530 Arlington Business Park, Theale, Reading, Berkshire, RG7 4SA, United Kingdom Cornerstone Telecommunications Infrastructure Limited4 40.87 Ordinary shares Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom Vodafone Hutchison (Australia) Holdings Limited 50.00 Ordinary shares Strategic report Governance Financials Other information 213 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Notes to the consolidated financial statements (continued) N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 214 Vodafone Group Plc Annual Report 2022 2020 32. Subsidiaries exempt from audit The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the Companies Act 2006 for the year ended 31 March 2022. Name Registration number Name Registration number Bluefish Communications Limited 5142610 Vodafone Enterprise Europe (UK) Limited 3137479 Cable & Wireless Aspac Holdings Limited 4705342 Vodafone Euro Hedging Limited 3954207 Cable & Wireless CIS Services Limited 2964774 Vodafone Euro Hedging Two 4055111 Cable & Wireless Europe Holdings Limited 4659719 Vodafone Europe UK 5798451 Cable & Wireless Global Business Services Limited 3537591 Vodafone European Investments 3961908 Cable & Wireless Global Holding Limited 3740694 Vodafone European Portal Limited 3973442 Cable & Wireless UK Holdings Limited 3840888 Vodafone Finance Luxembourg Limited 5754479 Cable & Wireless Worldwide Limited 7029206 Vodafone Finance Sweden 2139168 Cable & Wireless Worldwide Voice Messaging 1981417 Vodafone Finance UK Limited 3922620 Limited Vodafone Financial Operations 4016558 Cable & Wireless Nominee Limited 3249884 Vodafone Global Content Services Limited 4064873 Energis (Ireland) Limited NI035793 Vodafone Holdings Luxembourg Limited 4200970 Energis Communications Limited 2630471 Vodafone Intermediate Enterprises Limited 3869137 Energis Squared Limited 3037442 Vodafone International Holdings Limited 2797426 General Mobile Corporation Limited 2585763 Vodafone International Operations Limited 2797438 London Hydraulic Power Company (The) ZC000055 Vodafone Investment UK 5798385 MetroHoldings Limited 3511122 Vodafone Investments Limited 1530514 ML Integration Group Limited 3252903 Vodafone IP Licensing Limited 6846238 Talkland International Limited 2354106 Vodafone Marketing UK 6858585 The Eastern Leasing Company Limited 1672832 Vodafone Mobile Communications Limited 3942221 Thus Group Holdings Limited SC192666 Vodafone Mobile Enterprises Limited 3961390 Thus Group Limited SC226738 Vodafone Mobile Network Limited 3961482 Voda Limited 1847509 Vodafone Nominees Limited 1172051 Vodafone 2. 4083193 Vodafone Oceania Limited 3973427 Vodafone 4 UK 6357658 Vodafone Overseas Finance Limited 4171115 Vodafone 5 Limited 6688527 Vodafone Overseas Holdings Limited 2809758 Vodafone 5 UK 2960479 Vodafone Panafon UK 6326918 Vodafone 6 UK 8809444 Vodafone Property Investments Limited 3903420 Vodafone Americas 4 6389457 Vodafone UK Limited 2227940 Vodafone Benelux Limited 4200960 Vodafone Worldwide Holdings Limited 3294074 Vodafone Cellular Limited 896318 Vodafone Yen Finance Limited 4373166 Vodafone Consolidated Holdings Limited 5754561 Vodaphone Limited 2373469 Vodafone Corporate Secretaries Limited 2357692 Vodata Limited 2502373 Vodafone Enterprise Corporate Secretaries Limited 2303594 Your Communications Group Limited 4171876 Vodafone Enterprise Equipment Limited 1648524 Strategic report Governance Financials Other information 214 Vodafone Group Plc  Annual Report on Form 20-F 2022

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N No ot te es s t to o t th he e c co on ns so ol li id da at te ed d f fi in na an nc ci ia al l s st ta at te em me en nt ts s ( (c co on nt ti in nu ue ed d) ) 214 Vodafone Group Plc Annual Report 2022 2020 32. Subsidiaries exempt from audit The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the Companies Act 2006 for the year ended 31 March 2022. Name Registration number Name Registration number Bluefish Communications Limited 5142610 Vodafone Enterprise Europe (UK) Limited 3137479 Cable & Wireless Aspac Holdings Limited 4705342 Vodafone Euro Hedging Limited 3954207 Cable & Wireless CIS Services Limited 2964774 Vodafone Euro Hedging Two 4055111 Cable & Wireless Europe Holdings Limited 4659719 Vodafone Europe UK 5798451 Cable & Wireless Global Business Services Limited 3537591 Vodafone European Investments 3961908 Cable & Wireless Global Holding Limited 3740694 Vodafone European Portal Limited 3973442 Cable & Wireless UK Holdings Limited 3840888 Vodafone Finance Luxembourg Limited 5754479 Cable & Wireless Worldwide Limited 7029206 Vodafone Finance Sweden 2139168 Cable & Wireless Worldwide Voice Messaging 1981417 Vodafone Finance UK Limited 3922620 Limited Vodafone Financial Operations 4016558 Cable & Wireless Nominee Limited 3249884 Vodafone Global Content Services Limited 4064873 Energis (Ireland) Limited NI035793 Vodafone Holdings Luxembourg Limited 4200970 Energis Communications Limited 2630471 Vodafone Intermediate Enterprises Limited 3869137 Energis Squared Limited 3037442 Vodafone International Holdings Limited 2797426 General Mobile Corporation Limited 2585763 Vodafone International Operations Limited 2797438 London Hydraulic Power Company (The) ZC000055 Vodafone Investment UK 5798385 MetroHoldings Limited 3511122 Vodafone Investments Limited 1530514 ML Integration Group Limited 3252903 Vodafone IP Licensing Limited 6846238 Talkland International Limited 2354106 Vodafone Marketing UK 6858585 The Eastern Leasing Company Limited 1672832 Vodafone Mobile Communications Limited 3942221 Thus Group Holdings Limited SC192666 Vodafone Mobile Enterprises Limited 3961390 Thus Group Limited SC226738 Vodafone Mobile Network Limited 3961482 Voda Limited 1847509 Vodafone Nominees Limited 1172051 Vodafone 2. 4083193 Vodafone Oceania Limited 3973427 Vodafone 4 UK 6357658 Vodafone Overseas Finance Limited 4171115 Vodafone 5 Limited 6688527 Vodafone Overseas Holdings Limited 2809758 Vodafone 5 UK 2960479 Vodafone Panafon UK 6326918 Vodafone 6 UK 8809444 Vodafone Property Investments Limited 3903420 Vodafone Americas 4 6389457 Vodafone UK Limited 2227940 Vodafone Benelux Limited 4200960 Vodafone Worldwide Holdings Limited 3294074 Vodafone Cellular Limited 896318 Vodafone Yen Finance Limited 4373166 Vodafone Consolidated Holdings Limited 5754561 Vodaphone Limited 2373469 Vodafone Corporate Secretaries Limited 2357692 Vodata Limited 2502373 Vodafone Enterprise Corporate Secretaries Limited 2303594 Your Communications Group Limited 4171876 Vodafone Enterprise Equipment Limited 1648524 This page is intentionally left blank Strategic report Governance Financials Other information 215 Vodafone Group Plc  Annual Report on Form 20-F 2022

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N No on n- -G GA AA AP P m me ea as su ur re es s Unaudited information Overview Strategic Report Governance Financials Other information 223 Vodafone Group Plc Annual Report 2022 In the discussion of the Group’s reported operating results, non-GAAP measures are presented to provide readers with additional financial information that is regularly reviewed by management. This additional information presented is not uniformly defined by all companies including those in the Group’s industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies. Additionally, certain information presented is derived from amounts calculated in accordance with IFRS but is not itself a measure defined under GAAP. Such measures should not be viewed in isolation or as an alternative to the equivalent GAAP measure. The non-GAAP measures discussed in this document are listed below. Non-GAAP measure Defined on page Closest equivalent GAAP measure Reconciled on page Performance metrics Organic Adjusted EBITDAaL growth Page 224 Not applicable Not applicable Organic percentage point change in Adjusted EBITDAaL margin Page 224 Not applicable Not applicable Organic revenue growth Page 224 Revenue Pages 225 and 226 Organic service revenue growth Page 224 Service revenue Pages 225 and 226 Organic mobile service revenue growth Page 224 Service revenue Pages 225 and 226 Organic fixed service revenue growth Page 224 Service revenue Pages 225 and 226 Organic Vodafone Business service revenue growth Page 224 Service revenue Pages 225 and 226 Organic financial services revenue growth in South Africa Page 224 Service revenue Pages 225 and 226 Organic retail service revenue growth in Germany Page 224 Service revenue Pages 225 and 226 Financing metrics Adjusted net financing costs Page 30 Net financing costs Page 30 Non-GAAP measures Unaudited information Strategic report Governance Financials Other information 223 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 225 Vodafone Group Plc Annual Report 2022 Reported M&A and Foreign Organic FY22 FY21 growth Other exchange growth* €m €m % pps pps % Year ended 31 March 2022 Service revenue Germany 11,616 11,520 0.8 0.3 – 1.1 Mobile service revenue 5,124 5,056 1.3 0.5 – 1.8 Fixed service revenue 6,492 6,464 0.4 0.1 – 0.5 Italy 4,379 4,458 (1.8) 0.0 – (1.8) Mobile service revenue 3,141 3,244 (3.2) – – (3.2) Fixed service revenue 1,238 1,214 2.0 – – 2.0 UK 5,154 4,848 6.3 – (5.0) 1.3 Mobile service revenue 3,697 3,428 7.8 – (5.0) 2.8 Fixed service revenue 1,457 1,420 2.6 – (4.9) (2.3) Spain 3,714 3,788 (2.0) – – (2.0) Other Europe 5,001 4,859 2.9 0.7 (0.6) 3.0 Vodacom 4,635 4,083 13.5 – (8.9) 4.6 Other Markets 3,420 3,312 3.3 – 16.1 19.4 Vantage Towers – – – – – – Common Functions 522 470 Eliminations (238) (197) Total service revenue 38,203 37,141 2.9 0.2 (0.5) 2.6 Other revenue 7,377 6,668 Revenue 45,580 43,809 4.0 0.0 (0.5) 3.5 Other growth metrics Vodafone Business - Service revenue 10,316 10,076 2.4 (0.4) (1.2) 0.8 South Africa - Financial services revenue 155 125 24.0 - (11.6) 12.4 Germany - Retail service revenue 11,348 11,201 1.3 0.3 - 1.6 Adjusted EBITDAaL Germany 5,669 5,634 0.6 5.9 – 6.5 Italy 1,699 1,597 6.4 – – 6.4 UK 1,395 1,367 2.0 6.0 (4.7) 3.3 Spain 957 1,044 (8.3) 7.2 – (1.1) Other Europe 1,606 1,760 (8.8) 10.8 (0.6) 1.4 Vodacom 2,125 1,873 13.5 – (10.1) 3.4 Other Markets 1,335 1,228 8.7 – 14.3 23.0 Vantage Towers 619 – – – – – Common Functions1 (197) (117) Percentage point change in Adjusted EBITDAaL margin Germany 43.2% 43.4% (0.2) 2.3 – 2.1 Italy 33.8% 31.9% 1.9 – – 1.9 UK 21.2% 22.2% (1.0) 1.3 – 0.3 Spain 22.9% 25.1% (2.2) 1.9 – (0.3) Other Europe 28.4% 31.7% (3.3) 3.2 (0.1) (0.2) Vodacom 35.5% 36.2% (0.7) – (0.3) (1.0) Other Markets 34.9% 32.6% 2.3 – (1.2) 1.1 Vantage Towers 49.4% – – – – – Note: 1 Common Functions Adjusted EBITDAaL includes a charge in relation to the impairment of prior year receivables. N No on n- -G GA AA AP P m me ea as su ur re es s ( (c co on nt ti in nu ue ed d) ) Unaudited information 224 Vodafone Group Plc Annual Report 2022 Performance metrics Organic growth All amounts marked with an ‘*’ in this document represent organic growth which presents performance on a comparable basis, excluding the impact of foreign exchange rates, mergers and acquisitions and other adjustments to improve the comparability of results between periods. When calculating organic growth, the FY21 results for Vantage Towers and relevant operating entities have been adjusted to reflect a full year of operation on a pro forma basis in order to be comparable to FY22. Organic growth is calculated for revenue and profitability metrics, as follows: − Adjusted EBITDAaL; − Percentage point change in Adjusted EBITDAaL margin; − Revenue; − Service revenue; − Mobile service revenue; − Fixed service revenue; − Vodafone Business service revenue; − Financial services revenue in South Africa; and − Retail service revenue in Germany. Whilst organic growth is not intended to be a substitute for reported growth, nor is it superior to reported growth, we believe that the measure provides useful and necessary information to investors and other interested parties for the following reasons: − It provides additional information on underlying growth of the business without the effect of certain factors unrelated to its operating performance; − It is used for internal performance analysis; and − It facilitates comparability of underlying growth with other companies (although the term ‘organic’ is not a defined term under GAAP and may not, therefore, be comparable with similarly titled measures reported by other companies). We have not provided a comparative in respect of organic growth rates as the current rates describe the change between the beginning and end of the current period, with such changes being explained by the commentary in this document. If comparatives were provided, significant sections of the commentary for prior periods would also need to be included, reducing the usefulness and transparency of this document. Non-GAAP measures (continued) Unaudited information Strategic report Governance Financials Other information 224 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 225 Vodafone Group Plc Annual Report 2022 Reported M&A and Foreign Organic FY22 FY21 growth Other exchange growth* €m €m % pps pps % Year ended 31 March 2022 Service revenue Germany 11,616 11,520 0.8 0.3 – 1.1 Mobile service revenue 5,124 5,056 1.3 0.5 – 1.8 Fixed service revenue 6,492 6,464 0.4 0.1 – 0.5 Italy 4,379 4,458 (1.8) 0.0 – (1.8) Mobile service revenue 3,141 3,244 (3.2) – – (3.2) Fixed service revenue 1,238 1,214 2.0 – – 2.0 UK 5,154 4,848 6.3 – (5.0) 1.3 Mobile service revenue 3,697 3,428 7.8 – (5.0) 2.8 Fixed service revenue 1,457 1,420 2.6 – (4.9) (2.3) Spain 3,714 3,788 (2.0) – – (2.0) Other Europe 5,001 4,859 2.9 0.7 (0.6) 3.0 Vodacom 4,635 4,083 13.5 – (8.9) 4.6 Other Markets 3,420 3,312 3.3 – 16.1 19.4 Vantage Towers – – – – – – Common Functions 522 470 Eliminations (238) (197) Total service revenue 38,203 37,141 2.9 0.2 (0.5) 2.6 Other revenue 7,377 6,668 Revenue 45,580 43,809 4.0 0.0 (0.5) 3.5 Other growth metrics Vodafone Business - Service revenue 10,316 10,076 2.4 (0.4) (1.2) 0.8 South Africa - Financial services revenue 155 125 24.0 - (11.6) 12.4 Germany - Retail service revenue 11,348 11,201 1.3 0.3 - 1.6 Adjusted EBITDAaL Germany 5,669 5,634 0.6 5.9 – 6.5 Italy 1,699 1,597 6.4 – – 6.4 UK 1,395 1,367 2.0 6.0 (4.7) 3.3 Spain 957 1,044 (8.3) 7.2 – (1.1) Other Europe 1,606 1,760 (8.8) 10.8 (0.6) 1.4 Vodacom 2,125 1,873 13.5 – (10.1) 3.4 Other Markets 1,335 1,228 8.7 – 14.3 23.0 Vantage Towers 619 – – – – – Common Functions1 (197) (117) Percentage point change in Adjusted EBITDAaL margin Germany 43.2% 43.4% (0.2) 2.3 – 2.1 Italy 33.8% 31.9% 1.9 – – 1.9 UK 21.2% 22.2% (1.0) 1.3 – 0.3 Spain 22.9% 25.1% (2.2) 1.9 – (0.3) Other Europe 28.4% 31.7% (3.3) 3.2 (0.1) (0.2) Vodacom 35.5% 36.2% (0.7) – (0.3) (1.0) Other Markets 34.9% 32.6% 2.3 – (1.2) 1.1 Vantage Towers 49.4% – – – – – Note: 1 Common Functions Adjusted EBITDAaL includes a charge in relation to the impairment of prior year receivables. N No on n- -G GA AA AP P m me ea as su ur re es s ( (c co on nt ti in nu ue ed d) ) Unaudited information 224 Vodafone Group Plc Annual Report 2022 Performance metrics Organic growth All amounts marked with an ‘*’ in this document represent organic growth which presents performance on a comparable basis, excluding the impact of foreign exchange rates, mergers and acquisitions and other adjustments to improve the comparability of results between periods. When calculating organic growth, the FY21 results for Vantage Towers and relevant operating entities have been adjusted to reflect a full year of operation on a pro forma basis in order to be comparable to FY22. Organic growth is calculated for revenue and profitability metrics, as follows: − Adjusted EBITDAaL; − Percentage point change in Adjusted EBITDAaL margin; − Revenue; − Service revenue; − Mobile service revenue; − Fixed service revenue; − Vodafone Business service revenue; − Financial services revenue in South Africa; and − Retail service revenue in Germany. Whilst organic growth is not intended to be a substitute for reported growth, nor is it superior to reported growth, we believe that the measure provides useful and necessary information to investors and other interested parties for the following reasons: − It provides additional information on underlying growth of the business without the effect of certain factors unrelated to its operating performance; − It is used for internal performance analysis; and − It facilitates comparability of underlying growth with other companies (although the term ‘organic’ is not a defined term under GAAP and may not, therefore, be comparable with similarly titled measures reported by other companies). We have not provided a comparative in respect of organic growth rates as the current rates describe the change between the beginning and end of the current period, with such changes being explained by the commentary in this document. If comparatives were provided, significant sections of the commentary for prior periods would also need to be included, reducing the usefulness and transparency of this document. Strategic report Governance Financials Other information 225 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Unaudited information 226 Vodafone Group Plc Annual Report 2022 Reported M&A and Foreign Organic Q4 FY22 Q4 FY21 growth Other exchange growth* €m €m % pps pps % Quarter ended 31 March 2022 Service revenue Germany 2,903 2,885 0.6 0.2 – 0.8 Mobile service revenue 1,282 1,274 0.6 1.8 – 2.4 Fixed service revenue 1,621 1,611 0.6 (1.0) – (0.4) Italy 1,085 1,084 0.1 (0.9) – (0.8) Mobile service revenue 758 788 (3.8) 0.7 – (3.1) Fixed service revenue 327 296 10.5 (5.2) – 5.3 UK 1,341 1,231 8.9 (2.3) (4.6) 2.0 Mobile service revenue 972 880 10.5 – (4.6) 5.9 Fixed service revenue 369 351 5.1 (7.3) (4.8) (7.0) Spain 908 951 (4.5) (0.6) - (5.1) Other Europe 1,242 1,233 0.7 2.6 (0.6) 2.7 Vodacom 1,192 1,078 10.6 (0.1) (7.4) 3.1 Other Markets 801 827 (3.1) (0.1) 23.0 19.8 Vantage Towers – – – – – – Common Functions 134 136 Eliminations (60) (59) Total service revenue 9,546 9,366 1.9 (0.1) 0.2 2.0 Other revenue 1,861 1,815 Revenue 11,407 11,181 2.0 (0.1) 0.2 2.1 Other growth metrics Germany - Retail service revenue 2,841 2,812 1.0 0.2 - 1.2 Reported M&A and Foreign Organic Q3 FY22 Q3 FY21 growth Other exchange growth* €m €m % pps pps % Quarter ended 31 December 2021 Service revenue Germany 2,936 2,912 0.8 0.3 – 1.1 Mobile service revenue 1,301 1,279 1.7 – – 1.7 Fixed service revenue 1,635 1,633 0.1 0.6 – 0.7 Italy 1,107 1,125 (1.6) 0.3 – (1.3) Mobile service revenue 794 818 (2.9) – – (2.9) Fixed service revenue 313 307 2.0 1.1 – 3.1 UK 1,292 1,216 6.3 1.1 (6.5) 0.9 Mobile service revenue 928 848 9.4 – (6.8) 2.6 Fixed service revenue 364 368 (1.1) 3.5 (5.7) (3.3) Spain 940 957 (1.8) 0.2 – (1.6) Other Europe 1,257 1,215 3.5 0.2 (0.8) 2.9 Vodacom 1,172 1,056 11.0 – (6.6) 4.4 Other Markets 867 806 7.6 – 12.2 19.8 Vantage Towers – – – – – – Common Functions 136 115 Eliminations (60) (45) Total service revenue 9,647 9,357 3.1 0.4 (0.8) 2.7 Other revenue 2,037 1,844 Revenue 11,684 11,201 4.3 0.2 (0.8) 3.7 Other growth metrics South Africa - Financial services revenue 39 33 18.2 – (6.5) 11.7 Germany - Retail service revenue 2,871 2,832 1.4 0.3 – 1.7 Non-GAAP measures (continued) Unaudited information Strategic report Governance Financials Other information 226 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Overview Strategic Report Governance Financials Other information 227 Vodafone Group Plc Annual Report 2022 This page is intentionally left blank. Unaudited information 226 Vodafone Group Plc Annual Report 2022 Reported M&A and Foreign Organic Q4 FY22 Q4 FY21 growth Other exchange growth* €m €m % pps pps % Quarter ended 31 March 2022 Service revenue Germany 2,903 2,885 0.6 0.2 – 0.8 Mobile service revenue 1,282 1,274 0.6 1.8 – 2.4 Fixed service revenue 1,621 1,611 0.6 (1.0) – (0.4) Italy 1,085 1,084 0.1 (0.9) – (0.8) Mobile service revenue 758 788 (3.8) 0.7 – (3.1) Fixed service revenue 327 296 10.5 (5.2) – 5.3 UK 1,341 1,231 8.9 (2.3) (4.6) 2.0 Mobile service revenue 972 880 10.5 – (4.6) 5.9 Fixed service revenue 369 351 5.1 (7.3) (4.8) (7.0) Spain 908 951 (4.5) (0.6) - (5.1) Other Europe 1,242 1,233 0.7 2.6 (0.6) 2.7 Vodacom 1,192 1,078 10.6 (0.1) (7.4) 3.1 Other Markets 801 827 (3.1) (0.1) 23.0 19.8 Vantage Towers – – – – – – Common Functions 134 136 Eliminations (60) (59) Total service revenue 9,546 9,366 1.9 (0.1) 0.2 2.0 Other revenue 1,861 1,815 Revenue 11,407 11,181 2.0 (0.1) 0.2 2.1 Other growth metrics Germany - Retail service revenue 2,841 2,812 1.0 0.2 - 1.2 Reported M&A and Foreign Organic Q3 FY22 Q3 FY21 growth Other exchange growth* €m €m % pps pps % Quarter ended 31 December 2021 Service revenue Germany 2,936 2,912 0.8 0.3 – 1.1 Mobile service revenue 1,301 1,279 1.7 – – 1.7 Fixed service revenue 1,635 1,633 0.1 0.6 – 0.7 Italy 1,107 1,125 (1.6) 0.3 – (1.3) Mobile service revenue 794 818 (2.9) – – (2.9) Fixed service revenue 313 307 2.0 1.1 – 3.1 UK 1,292 1,216 6.3 1.1 (6.5) 0.9 Mobile service revenue 928 848 9.4 – (6.8) 2.6 Fixed service revenue 364 368 (1.1) 3.5 (5.7) (3.3) Spain 940 957 (1.8) 0.2 – (1.6) Other Europe 1,257 1,215 3.5 0.2 (0.8) 2.9 Vodacom 1,172 1,056 11.0 – (6.6) 4.4 Other Markets 867 806 7.6 – 12.2 19.8 Vantage Towers – – – – – – Common Functions 136 115 Eliminations (60) (45) Total service revenue 9,647 9,357 3.1 0.4 (0.8) 2.7 Other revenue 2,037 1,844 Revenue 11,684 11,201 4.3 0.2 (0.8) 3.7 Other growth metrics South Africa - Financial services revenue 39 33 18.2 – (6.5) 11.7 Germany - Retail service revenue 2,871 2,832 1.4 0.3 – 1.7 Strategic report Governance Financials Other information 227 Vodafone Group Plc  Annual Report on Form 20-F 2022

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Strategic report Governance Financials Other information 234 Vodafone Group Plc  Annual Report on Form 20-F 2022 2021/22 Financial calendar key dates Ex-dividend date for final dividend 1 June 2022 Record date for final dividend 6 June 2022 AGM 26 July 2022 Final dividend payment 5 August 2022 Useful contacts The Registrar Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA Telephone: +44 (0) 371 384 2532 See help.shareview.co.uk for more information about this service ADS holders EQ Shareowner Services P.O. Box 64504 St. Paul, MN 55164-0504 United States of America Telephone: +1 800 233 5601 (toll free) or, for calls outside the United States: +1 651 453 2128 See shareowneronline.com for more information about this service Shareholder information Managing your shares via Shareview Our share Registrar, Equiniti operates a portfolio service, Shareview, for investors in ordinary shares. This provides our shareholders with online access to information about their investments as well as a facility to help manage their holdings online, such as being able to: – update your details online including your address and dividend payment instructions; – buy and sell shares easily; – receive certain shareholder communications electronically; – send your general meeting voting instructions in advance of shareholder meetings; – view information about and join the Vodafone Group plc Dividend Reinvestment Plan (‘DRIP’); and – access your online statements. Equiniti also offers an internet and telephone share dealing service to existing shareholders. The service can be obtained at www.shareview.co.uk. Shareholders with any queries regarding their holding should contact Equiniti on the contact details above. Shareholders may also find the investors section of our corporate website, vodafone.com/investor, useful for general queries and information about the Company. AGM Our thirty-eighth AGM will be held at The Pavilion, Vodafone House, Newbury RG14 2FN on 26 July 2022 at 10.00 am. Shareholder communications We are taking significant steps to reduce our impact on our planet. The use of electronic communications, rather than printed paper documents, means information about the Company can be accessed through emails or the Company’s website, thus reducing our impact on the environment. A growing number of our shareholders have opted to receive communications from us electronically. Shareholders who have done so will be sent an email alert containing a link to the relevant documents. We encourage all our shareholders to sign up for this service. You can register for this service at www.shareview.co.uk or by contacting Equiniti by the telephone number provided on the left of this page. See vodafone.com/investor for further information about this service Shareholder information

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Strategic report Governance Financials Other information 235 Vodafone Group Plc  Annual Report on Form 20-F 2022 ShareGift We support ShareGift, the charity share donation scheme (registered charity number 1052686). Through ShareGift, shareholders who have only a very small number of shares, which might be considered uneconomic to sell, are able to donate them to charity. Donated shares are aggregated and sold by ShareGift with the proceeds being passed on to a wide range of UK charities. See sharegift.org or call +44 (0)20 7930 3737 for further details. Landmark Financial Asset Search We participate in an online service which provides a search facility for solicitors and probate professionals to quickly and easily trace UK shareholdings relating to deceased estates. Visit www.landmarkfas.co.uk or call +44 (0)844 844 9967 for further information. Warning to shareholders (“boiler room” scams) Over recent years we have become aware of investors who have received unsolicited calls or correspondence, in some cases purporting to have been issued by us, concerning investment matters. These callers typically make claims of highly profitable investment opportunities which turn out to be worthless or simply do not exist. These approaches are usually made by unauthorised companies and individuals and are commonly known as “boiler room” scams. Investors are advised to be wary of any unsolicited advice or offers to buy shares. If it sounds too good to be true, it often is. See the FCA website at fca.org.uk/scamsmart for more detailed information about this or similar activities Dividends Read more on the dividend amount per share on pages 33 and 222. Euro dividends Dividends are declared in euros and paid in euros and pounds sterling according to where the shareholder is resident. Cash dividends to ADS holders are paid by the ADS depositary bank in US dollars. This aligns the Group’s shareholder returns with the primary currency in which we generate cash flow. The foreign exchange rates at which dividends declared in euros are converted into pounds sterling and US dollars are calculated based on the average exchange rate of the five business days during the week prior to the payment of the dividend. Payment of dividends by direct credit We pay cash dividends directly to shareholders’ bank or building society accounts. This ensures secure delivery and means dividend payments are credited to shareholders’ designated accounts on the same day as payment. A dividend confirmation covering both the interim and final dividends paid during the financial year is sent to shareholders at the time of the interim dividend in February. ADS holders may choose to have their cash dividends paid by cheque from our ADS depository bank, J.P. Morgan. Dividend reinvestment plan We offer a dividend reinvestment plan which allows holders of ordinary shares who choose to participate to use their cash dividends to acquire additional shares in the Company. These are purchased on their behalf by the plan administrator, Equiniti, through a low-cost dealing arrangement. For ADS holders, J.P. Morgan, through its transfer agent, EQ Shareowner Services, maintains the Global Invest Direct Program which is a direct purchase and sale plan for depositary receipts with a dividend reinvestment facility. See vodafone.com/dividends for further information about dividend payments or, alternatively, please contact our registrar, Equiniti or EQ Shareowner Services for ADS holders as applicable. Contact information for Equiniti and EQ Shareowner Services can be found on page 234 Taxation of dividends See page 238 for details on dividend taxation. Shareholders as at 31 March 2022 Number of ordinary Number of accounts % of total of issued shares 1-1,000 289,430 0.03 1,001-5,000 37,014 0.11 5,001-50,000 10,485 0.27 50,001-100,000 470 0.09 100,001-500,000 603 0.46 More than 500,000 1,075 99.04 Major shareholders As at 9 June 2022, J.P. Morgan, as custodian of our ADR programme, held approximately 14.6% of our ordinary shares of 20 20/21 US cents each as nominee. At this date, the total number of ADRs outstanding was 408,911,159. As at 9 June 2022, 1,450 holders of ordinary shares had registered addresses in the United States and held a total of approximately 0.01% of the ordinary shares of the Company. At 31 March 2022, the following percentage interests in the ordinary share capital of the Company, disclosable under the Disclosure Guidance and Transparency Rules, (‘DTR 5’), have been notified to the Directors. Shareholder Shareholding1 BlackRock, Inc.2 6.90% Norges Bank 3.0004% Notes: 1. The percentage of voting rights detailed above was calculated at the time of the relevant disclosures made in accordance with Rule 5 of the Disclosure Guidance and Transparency Rules. 2. Previously, on 7 February 2022, BlackRock, Inc. disclosed by way of a Schedule 13G filed with the SEC, beneficial ownership of 2,125,091,980 ordinary shares of the Company as of 31 December 2021, representing 7.8% of that class of shares at that date. On 14 May 2022, the Company was informed by Emirates Telecommunications Group Company (‘Etisalat’) that they have become Vodafone’s largest shareholder with a 9.8% stake. On 16 May 2022, the Company was informed by BlackRock, Inc that their shareholding had increased to 6.98%. The Company is not aware of any other changes in the interests disclosed under DTR 5 between 31 March 2022 and 9 June 2022. As far as the Company is aware, between 1 April 2019 and 9 June 2022, no shareholder, other than described above, held 3% or more of the voting rights attributable to the ordinary shares of the Company other than (i) J.P. Morgan, as custodian of our ADR programme. The rights attaching to the ordinary shares of the Company held by these shareholders are identical in all respects to the rights attaching to all the ordinary shares of the Company. As at 9 June 2022 the Directors are not aware of any other interest of 3% or more in the ordinary share capital of the Company. The Company is not directly or indirectly owned or controlled by any foreign government or any other legal entity. There are no arrangements known to the Company that could result in a change of control of the Company. Other information Articles of Association and applicable English law The following description summarises certain provisions of the Company’s Articles of Association and applicable English law. This summary is qualified in its entirety by reference to the Companies Act 2006 and the Company’s Articles of Association. The Company is a public limited company under the laws of England and Wales. The Company is registered in England and Wales under the name Vodafone Group Public Limited Company with the registration number 1833679. Full details on where copies of the Articles of Association can be obtained are detailed on page 237 under “Documents on display”

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Strategic report Governance Financials Other information 236 Vodafone Group Plc  Annual Report on Form 20-F 2022 All of the Company’s ordinary shares are fully paid. Accordingly, no further contribution of capital may be required by the Company from the holders of such shares. English law specifies that any alteration to the Articles of Association must be approved by a special resolution of the Company’s shareholders. Articles of Association The Company’s Articles of Association do not specifically restrict the objects of the Company. Directors The Directors are empowered under the Articles of Association to exercise all the powers of the Company subject to any restrictions in the Articles of Association, the Companies Act 2006 (as defined in the Articles of Association) and any special resolution. Under the Company’s Articles of Association a Director cannot vote in respect of any proposal in which the Director, or any person connected with the Director, has a material interest other than by virtue of the Director’s interest in the Company’s shares or other securities. However, this restriction on voting does not apply in certain circumstances as set out in the Articles of Association. The Directors are empowered to exercise all the powers of the Company to borrow money, subject to the limitation that the aggregate amount of all liabilities and obligations of the Group outstanding at any time shall not exceed an amount equal to 1.5 times the aggregate of the Group’s share capital and reserves calculated in the manner prescribed in the Articles of Association unless sanctioned by an ordinary resolution of the Company’s shareholders. The Company can make market purchases of its own shares or agree to do so in the future provided it is duly authorised by its members in a general meeting and subject to and in accordance with section 701 of the Companies Act 2006. Such authority was given at the 2021 AGM. On 9 March 2022, the Company announced the first tranche of the irrevocable and non-discretionary share buy-back programme as a result of the maturing of the first tranche of the mandatory convertible bond (‘MCB’), as announced on 19 March 2021, had concluded. Following the maturing of the second tranche of the MCB, the Company announced that a new irrevocable and non-discretionary share buy-back programme would commence on 17 March 2022. In order to satisfy the conversion of the second tranche of the MCB, 1,518,629,693 shares were issued from existing shares held in treasury. Under this programme the Company is expected to purchase up to the number of ordinary shares of 20 20/21 US cents each announced for the programme on 9 March 2022. The number of shares expected to be purchased is below the number permitted to be purchased by the Company pursuant to the authority granted by the shareholders at the 2021 AGM. Read more about the programme on pages 31-32 At each AGM all Directors shall offer themselves for election or re-election, as applicable, in accordance with the Company’s Articles of Association and in the interests of good corporate governance. Directors are not required under the Company’s Articles of Association to hold any shares of the Company as a qualification to act as a Director, although the Executive Directors are required to under the Company’s Remuneration Policy. Read more on the Remuneration Policy on pages 93-98 Rights attaching to the Company’s shares At 31 March 2022, the issued share capital of the Company was comprised of 50,000 7% cumulative fixed rate shares of £1.00 each and 28,370,051,346 ordinary shares (excluding treasury shares) of 20 20/21 US cents each. As at 31 March 2022, 447,576,522 ordinary shares were held in Treasury. Dividend rights Holders of 7% cumulative fixed rate shares are entitled to be paid in respect of each financial year, or other accounting period of the Company, a fixed cumulative preferential dividend of 7% p.a. on the nominal value of the fixed rate shares. A fixed cumulative preferential dividend may only be paid out of available distributable profits which the Directors have resolved should be distributed. The fixed rate shares do not have any other right to share in the Company’s profits. Holders of the Company’s ordinary shares may, by ordinary resolution, declare dividends but may not declare dividends in excess of the amount recommended by the Directors. The Board of Directors may also pay interim dividends. No dividend may be paid other than out of profits available for distribution. Dividends on ordinary shares can be paid to shareholders in whatever currency the Directors decide, using an appropriate exchange rate for any currency conversions which are required. If a dividend has not been claimed for one year after the date of the resolution passed at a general meeting declaring that dividend or the resolution of the Directors providing for payment of that dividend, the Directors may invest the dividend or use it in some other way for the benefit of the Company until the dividend is claimed. If the dividend remains unclaimed for 12 years after the relevant resolution either declaring that dividend or providing for payment of that dividend, it will be forfeited and belong to the Company. Voting rights At a general meeting of the Company, when voting on substantive resolutions (i.e. any resolution which is not a procedural resolution) each shareholder who is entitled to vote and is present in person or by proxy has one vote for every share held (a poll vote). Procedural resolutions (such as a resolution to adjourn a general meeting or a resolution on the choice of Chairman of a general meeting) shall be decided on a show of hands, where each shareholder who is present at the meeting has one vote regardless of the number of shares held, unless a poll is demanded. Shareholders entitled to vote at general meetings may appoint proxies who are entitled to vote, attend and speak at general meetings. Two shareholders present in person or by proxy constitute a quorum for purposes of a general meeting of the Company. Under English law, shareholders of a public company such as the Company are not permitted to pass resolutions by written consent. Record holders of the Company’s ADSs are entitled to attend, speak and vote on a poll or a show of hands at any general meeting of the Company’s shareholders by the depositary’s appointment of them as corporate representatives or proxies with respect to the underlying ordinary shares represented by their ADSs. Alternatively, holders of ADSs are entitled to vote by supplying their voting instructions to the depositary or its nominee who will vote the ordinary shares underlying their ADSs in accordance with their instructions. Holders of the Company’s ADSs are entitled to receive notices of shareholders’ meetings under the terms of the deposit agreement relating to the ADSs. Employees who hold shares in a vested nominee share account are able to vote through the respective plan’s trustees. Note there is now a vested share account with Computershare (in respect of shares arising from a SAYE exercise) and Equatex (MyShareBank). Holders of the Company’s 7% cumulative fixed rate shares are only entitled to vote on any resolution to vary or abrogate the rights attached to the fixed rate shares. Holders have one vote for every fully paid 7% cumulative fixed rate share. Shareholder information (continued)

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Strategic report Governance Financials Other information 237 Vodafone Group Plc  Annual Report on Form 20-F 2022 Liquidation rights In the event of the liquidation of the Company, after payment of all liabilities and deductions in accordance with English law, the holders of the Company’s 7% cumulative fixed rate shares would be entitled to a sum equal to the capital paid up on such shares, together with certain dividend payments, in priority to holders of the Company’s ordinary shares. The holders of the fixed rate shares do not have any other right to share in the Company’s surplus assets. Pre-emptive rights and new issues of shares Under section 549 of the Companies Act 2006 Directors are, with certain exceptions, unable to allot the Company’s ordinary shares or securities convertible into the Company’s ordinary shares without the authority of the shareholders in a general meeting. In addition, section 561 of the Companies Act 2006 imposes further restrictions on the issue of equity securities (as defined in the Companies Act 2006 which include the Company’s ordinary shares and securities convertible into ordinary shares) which are, or are to be, paid up wholly in cash and not first offered to existing shareholders. The Company’s Articles of Association allow shareholders to authorise Directors for a period specified in the relevant resolution to allot (i) relevant securities generally up to an amount fixed by the shareholders; and (ii) equity securities for cash other than in connection with a pre-emptive offer up to an amount specified by the shareholders and free of the pre-emption restriction in section 561. At the 2021 AGM the amount of relevant securities fixed by shareholders under (i) above and the amount of equity securities specified by shareholders under (ii) above were in line with the Pre-Emption Group’s Statement of Principles. Further details of such proposals are provided in the 2022 Notice of AGM. Disclosure of interests in the Company’s shares There are no provisions in the Articles of Association whereby persons acquiring, holding or disposing of a certain percentage of the Company’s shares are required to make disclosure of their ownership percentage although such requirements exist under the Disclosure Guidance and Transparency Rules. General meetings and notices Subject to the Articles of Association, AGMs are held at such times and place as determined by the Directors of the Company. The Directors may also, when they think fit, convene other general meetings of the Company. General meetings may also be convened on requisition as provided by the Companies Act 2006. An AGM is required to be called on not less than 21 days’ notice in writing. Subject to obtaining shareholder approval on an annual basis, the Company may call other general meetings on 14 days’ notice. The Directors may determine that persons entitled to receive notices of meetings are those persons entered on the register at the close of business on a day determined by the Directors but not later than 21 days before the date the relevant notice is sent. The notice may also specify the record date, the time of which shall be determined in accordance with the Articles of Association and the Companies Act 2006. Under section 336 of the Companies Act 2006 the AGM must be held each calendar year and within six months of the Company’s year end. Variation of rights If at any time the Company’s share capital is divided into different classes of shares, the rights attached to any class may be varied, subject to the provisions of the Companies Act 2006, either with the consent in writing of the holders of three quarters in nominal value of the shares of that class or at a separate meeting of the holders of the shares of that class. At every such separate meeting all of the provisions of the Articles of Association relating to proceedings at a general meeting apply, except that (i) the quorum is to be the number of persons (which must be at least two) who hold or represent by proxy not less than one third in nominal value of the issued shares of the class or, if such quorum is not present on an adjourned meeting, one person who holds shares of the class regardless of the number of shares he holds; (ii) any person present in person or by proxy may demand a poll; and (iii) each shareholder will have one vote per share held in that particular class in the event a poll is taken. Class rights are deemed not to have been varied by the creation or issue of new shares ranking equally with or subsequent to that class of shares in sharing in profits or assets of the Company or by a redemption or repurchase of the shares by the Company. Limitations on transfer, voting and shareholding As far as the Company is aware there are no limitations imposed on the transfer, holding or voting of the Company’s ordinary shares other than those limitations that would generally apply to all of the shareholders, those that apply by law (e.g. due to insider dealing rules) or those that apply as a result of failure to comply with a notice under section 793 of the Companies Act 2006. No shareholder has any securities carrying special rights with regard to control of the Company. The Company is not aware of any agreements between holders of securities that may result in restrictions on the transfer of securities. Documents on display The Company is subject to the information requirements of the Exchange Act applicable to foreign private issuers. In accordance with these requirements the Company files its Annual Report on Form 20-F and other related documents with the SEC. These documents may be inspected at the SEC’s public reference rooms located at 100 F Street, NE Washington, DC 20549. Information on the operation of the public reference room can be obtained in the United States by calling the SEC on +1-800-SEC-0330. In addition, some of the Company’s SEC filings, including all those filed on or after 4 November 2002, are available on the SEC’s website at sec.gov. Click to download a copy of the Company’s Articles of Association. Copies can also be obtained from the Company’s registered office Material contracts At the date of this Annual Report the Group is not party to any contracts that are considered material to its results or operations except for: – its EUR 3,840,000,000 (as increased to EUR 3,990,000,000) and USD 3,935,000,000 (as increased to USD 4,004,000,000) revolving credit facilities which are discussed in note 21 “Borrowings” to the consolidated statements; – the Contribution and Transfer Agreement dated 31 December 2016, as amended, relating to the contribution and/or transfer of shares in Ziggo Group Holding B.V. and Vodafone Libertel B.V. to Lynx Global Europe II B.V. and the formation of the Netherlands joint venture; – the Implementation Agreement dated 20 March 2017, as amended, relating to the combination of the Indian mobile telecommunications businesses of Vodafone Group and Idea Group as detailed in note 27 “Acquisitions and disposals” to the consolidated financial statements; – the Implementation Agreement dated 25 April 2018 relating to the combination of the businesses of Indus Towers and Bharti Infratel; – the Sale and Purchase Agreement dated 9 May 2018 relating to the purchase of Liberty Global plc’s businesses in Germany, Romania, Hungary and the Czech Republic; – the Transitional Services Agreement dated 31 July 2019 relating to services and cooperation relating to the sale of Liberty Global plc’s businesses in Germany, Romania, Hungary and the Czech Republic; and – the Deed of Merger dated 31 March 2020 relating to the combination of Vodafone Italy’s towers with INWIT’s passive network infrastructure. Exchange controls There are no UK Government laws, decrees or regulations that restrict or affect the export or import of capital including, but not limited to, foreign exchange controls on remittance of dividends on the ordinary shares or on the conduct of the Group’s operations.

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Strategic report Governance Financials Other information 238 Vodafone Group Plc  Annual Report on Form 20-F 2022 Taxation As this is a complex area investors should consult their own tax adviser regarding the US federal, state and local, the UK and other tax consequences of owning and disposing of shares and ADSs in their particular circumstances. This section describes, primarily for a US holder (as defined below), in general terms, the principal US federal income tax and UK tax consequences of owning or disposing of shares or ADSs in the Company held as capital assets (for US and UK tax purposes). This section does not, however, cover the tax consequences for members of certain classes of holders subject to special rules including, for example, US expatriates and former long-term residents of the United States; officers and employees of the Company; holders that, directly, indirectly or by attribution, hold 5% or more of the Company’s stock (by vote or value); financial institutions; insurance companies; individual retirement accounts and other tax-deferred accounts; tax-exempt organisations; dealers in securities or currencies; investors that will hold shares or ADSs as part of straddles, hedging transactions or conversion transactions for US federal income tax purposes; investors holding shares or ADSs in connection with a trade or business conducted outside of the US; or US holders whose functional currency is not the US dollar. A US holder is a beneficial owner of shares or ADSs that is for US federal income tax purposes: – an individual citizen or resident of the United States; – a US domestic corporation; – an estate, the income of which is subject to US federal income tax regardless of its source; or – a trust, if a US court can exercise primary supervision over the trust’s administration and one or more US persons are authorised to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for US federal income tax purposes. If an entity or arrangement treated as a partnership for US federal income tax purposes holds the shares or ADSs, the US federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the tax treatment of the partnership. Holders that are entities or arrangements treated as partnerships for US federal income tax purposes should consult their tax advisers concerning the US federal income tax consequences to them and their partners of the ownership and disposition of shares or ADSs by the partnership. This section is based on the US Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, and on the tax laws of the UK, the Double Taxation Convention between the United States and the UK (the ‘treaty’) and current HM Revenue and Customs (‘HMRC’) published practice, all as of the date hereof. These laws and such practice are subject to change, possibly on a retroactive basis. This section is further based in part upon the representations of the depositary and assumes that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms. For the purposes of the treaty and the US-UK double taxation convention relating to estate and gift taxes (the ‘Estate Tax Convention’), and for US federal income tax and UK tax purposes, this section is based on the assumption that a holder of ADRs evidencing ADSs will generally be treated as the owner of the shares in the Company represented by those ADRs. Investors should note that a ruling by the first-tier tax tribunal in the UK has cast doubt on this view, but HMRC have stated that they will continue to apply their long-standing practice of regarding the holder of such ADRs as holding the beneficial interest in the underlying shares. Similarly, the US Treasury has expressed concern that US holders of depositary receipts (such as holders of ADRs representing our ADSs) may be claiming foreign tax credits in situations where an intermediary in the chain of ownership between such holders and the issuer of the security underlying the depositary receipts, or a party to whom depositary receipts or deposited shares are delivered by the depositary prior to the receipt by the depositary of the corresponding securities, has taken actions inconsistent with the ownership of the underlying security by the person claiming the credit, such as a disposition of such security. Such actions may also be inconsistent with the claiming of the reduced tax rates that may be applicable to certain dividends received by certain non-corporate holders, as described below. Accordingly, (i) the creditability of any UK taxes and (ii) the availability of the reduced tax rates for any dividends received by certain non-corporate US holders, each as described below, could be affected by actions taken by such parties or intermediaries. Generally exchanges of shares for ADRs and ADRs for shares will not be subject to US federal income tax or to UK tax other than stamp duty or stamp duty reserve tax. Taxation of dividends UK taxation Under current UK law, there is no requirement to withhold tax from the dividends that we pay. Shareholders who are within the charge to UK corporation tax will be subject to corporation tax on the dividends we pay unless the dividends fall within an exempt class and certain other conditions are met. It is expected that the dividends we pay would generally be exempt. Individual shareholders in the Company who are resident in the UK will be subject to the income tax on the dividends we pay. Dividends will be taxable in the UK at the dividend rates applicable where the income received is above the dividend allowance (currently £2,000 per tax year) which is taxed at a nil rate. Dividend income is treated as the highest part of an individual shareholder’s income and the dividend allowance will count towards the basic or higher rate limits (as applicable) which may affect the rate of tax due on any dividend income in excess of the allowance. US federal income taxation Subject to the passive foreign investment company (‘PFIC’) rules described below, a US holder is subject to US federal income taxation on the gross amount of any dividend we pay out of our current or accumulated earnings and profits (as determined for US federal income tax purposes). Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the US holder’s basis in the shares or ADSs and thereafter as capital gain. However, the Company does not maintain calculations of its earnings and profits in accordance with US federal income tax accounting principles. US holders should therefore assume that any distribution by the Company with respect to shares will be reported as ordinary dividend income. Dividends paid to a non-corporate US holder will be taxable to the holder at the reduced rate normally applicable to long-term capital gains provided that certain requirements are met. Dividends must be included in income when the US holder, in the case of shares, or the depositary, in the case of ADSs, actually or constructively receives the dividend and will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations. Shareholder information (continued)

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Strategic report Governance Financials Other information 239 Vodafone Group Plc  Annual Report on Form 20-F 2022 The amount of the dividend distribution to be included in income will be the US dollar value of the pound sterling or euro payments made determined at the spot pound sterling/US dollar rate or the spot euro/ US dollar rate, as applicable, on the date the dividends are received by the US holder, in the case of shares, or the depositary, in the case of ADSs, regardless of whether the payment is in fact converted into US dollars at that time. If dividends received in pounds sterling or euros are converted into US dollars on the day they are received, the US holder generally will not be required to recognise any foreign currency gain or loss in respect of the dividend income. Where UK tax is payable on any dividends received, a US holder may be entitled, subject to certain limitations, to a foreign tax credit in respect of such taxes. Taxation of capital gains UK taxation A US holder that is not resident in the UK will generally not be liable for UK tax in respect of any capital gain realised on a disposal of our shares or ADSs. However, a US holder may be liable for both UK and US tax in respect of a gain on the disposal of our shares or ADSs if the US holder: – is a citizen of the United States and is resident in the UK; – is an individual who realises such a gain during a period of “temporary non-residence” (broadly, where the individual becomes resident in the UK, having ceased to be so resident for a period of five years or less, and was resident in the UK for at least four out of the seven tax years immediately preceding the year of departure from the UK); – is a US domestic corporation resident in the UK by reason of being centrally managed and controlled in the UK; or – is a citizen or a resident of the United States, or a US domestic corporation, that has used, held or acquired the shares or ADSs in connection with a branch, agency or permanent establishment in the UK through which it carries on a trade, profession or vocation in the UK. In such circumstances, relief from double taxation may be available under the treaty. Holders who may fall within one of the above categories should consult their professional advisers. US federal income taxation Subject to the PFIC rules described below, a US holder that sells or otherwise disposes of our shares or ADSs generally will recognise a capital gain or loss for US federal income tax purposes equal to the difference, if any, between the US dollar value of the amount realised and the holder’s adjusted tax basis, determined in US dollars, in the shares or ADSs. This capital gain or loss will be a long-term capital gain or loss if the US holder’s holding period in the shares or ADSs exceeds one year. The gain or loss will generally be income or loss from sources within the US for foreign tax credit limitation purposes. The deductibility of losses is subject to limitations. Additional tax considerations UK inheritance tax An individual who is domiciled in the United States (for the purposes of the Estate Tax Convention) and is not a UK national will not be subject to UK inheritance tax in respect of our shares or ADSs on the individual’s death or on a transfer of the shares or ADSs during the individual’s lifetime, provided that any applicable US federal gift or estate tax is paid, unless the shares or ADSs are part of the business property of a UK permanent establishment or pertain to a UK fixed base used for the performance of independent personal services. Where the shares or ADSs have been placed in trust by a settlor they may be subject to UK inheritance tax unless, when the trust was created, the settlor was domiciled in the United States and was not a UK national. Where the shares or ADSs are subject to both UK inheritance tax and to US federal gift or estate tax, the estate tax convention generally provides a credit against US federal tax liabilities for UK inheritance tax paid. UK stamp duty and stamp duty reserve tax Stamp duty will, subject to certain exceptions, be payable on any instrument transferring our shares to the custodian of the depositary at the rate of 1.5% on the amount or value of the consideration if on sale or on the value of such shares if not on sale. Stamp duty reserve tax (‘SDRT’), at the rate of 1.5% of the amount or value of the consideration or the value of the shares, could also be payable in these circumstances but no SDRT will be payable if stamp duty equal to such SDRT liability is paid. Following rulings of the European Court of Justice and the first-tier tax tribunal in the UK, HMRC have confirmed that the 1.5% SDRT charge will not be levied on an issue of shares to a depositary receipt system on the basis that such a charge is contrary to EU law. The effect of this EU case law will continue to be recognised and followed in the United Kingdom pursuant to the provisions of the European Union (Withdrawal) Act 2018, even though the United Kingdom is no longer part of the EU, and HMRC’s published practice remains that the 1.5% charge will remain disapplied in such cases. No stamp duty should in practice be required to be paid on any transfer of our ADSs provided that the ADSs and any separate instrument of transfer are executed and retained at all times outside the UK. A transfer of our shares in registered form will attract ad valorem stamp duty generally at the rate of 0.5% of the purchase price of the shares. There is no charge to ad valorem stamp duty on gifts. SDRT is generally payable on an unconditional agreement to transfer our shares in registered form at 0.5% of the amount or value of the consideration for the transfer, but if, within six years of the date of the agreement, an instrument transferring the shares is executed and stamped, any SDRT which has been paid would be repayable or, if the SDRT has not been paid, the liability to pay the tax (but not necessarily interest and penalties) would be cancelled. However, an agreement to transfer our ADSs will not give rise to SDRT. PFIC rules We do not believe that our shares or ADSs will be stock of a PFIC for US federal income tax purposes for our current taxable year or the foreseeable future. This conclusion is a factual determination that is made annually and thus is subject to change. If we are a PFIC, US holders of shares would be required (i) to pay a special US addition to tax on certain distributions and (ii) any gain realised on the sale or other disposition of the shares or ADSs would in general not be treated as a capital gain unless a US holder elects to be taxed annually on a mark-to-market basis with respect to the shares or ADSs. Otherwise a US holder would be treated as if he or she has realised such gain and certain “excess distributions” rateably over the holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated. An interest charge in respect of the tax attributable to each such preceding year beginning with the first such year in which our shares or ADSs were treated as stock in a PFIC would also apply. In addition, dividends received from us would not be eligible for the reduced rate of tax described above under “Taxation of dividends – US federal income taxation”. Back-up withholding and information reporting Payments of dividends and other proceeds to a US holder with respect to shares or ADSs, by a US paying agent or other US intermediary will be reported to the Internal Revenue Service and to the US holder as may be required under applicable regulations. Back-up withholding may apply to these payments if the US holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to comply with applicable certification requirements. Certain US holders are not subject to back-up withholding. US holders should consult their tax advisers about these rules and any other reporting obligations that may apply to the ownership or disposition of shares or ADSs, including requirements related to the holding of certain foreign financial assets.

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Strategic report Governance Financials Other information 240 Vodafone Group Plc  Annual Report on Form 20-F 2022 The Company was incorporated under English law in 1984 as Racal Strategic Radio Limited (registered number 1833679). After various name changes, 20% of Racal Telecom Plc share capital was offered to the public in October 1988. The Company was fully demerged from Racal Electronics Plc and became an independent company in September 1991 at which time it changed its name to Vodafone Group Plc. Since then we have entered into various transactions which impacted on the development of the Group. The most significant in the year ended 31 March 2022 are summarised below. – On 24 February 2022, the Group sold 63.6 million shares in Indus Towers Limited (‘Indus’) through an accelerated book build offering which generated net proceeds of approximately INR 14.2 billion (US$189 million). Following this transaction, the Group held 694.2 million shares in Indus, equivalent to a 25.8% shareholding. – On the same date, Vodafone entered into an agreement with Bharti Airtel Limited (one of the existing promoters of Indus, ‘Bharti’), to sell a further 127.1 million shares in Indus, equivalent to 4.7% of Indus’ outstanding share capital. The transaction was completed on 29 March 2022, following which Vodafone held 567.2 million shares in Indus, equivalent to a 21.0% shareholding. – On 3 March 2022, Vodafone Idea Limited (‘Vi’) announced an equity raise of up to INR 45 billion (US$600 million) by way of a preferential allotment (the ‘Vi Capital Raise’). The Vi Capital Raise was completed on 31 March 2022, with the Group contributing INR 33.75 billion (US$445 million) using the net proceeds realised through the earlier sale of Indus shares. Following the Vi Capital Raise, Vodafone’s holding in Vi was equivalent to a 47.6% shareholding. Read more in our financial statements, note 12 ‘Investments in associate and joint arrangements’ Introduction Our operating companies are generally subject to regulation governing their business activities. Such regulation typically takes the form of industry-specific law and regulation covering telecommunications services and general competition (antitrust) law applicable to all activities. The following section describes the regulatory frameworks and the key regulatory developments at national and regional level and in the European Union (‘EU’), in which we had significant interests during the year ended 31 March 2022. Many of the regulatory developments reported in the following section involve ongoing proceedings or consideration of potential proceedings that have not reached a conclusion. Accordingly, we are unable to attach a specific level of financial risk to our performance from such matters. European Union (‘EU’) The European Electronic Communications Code (‘Code’) has updated the telecoms regulatory framework in Europe. The Code should have been transposed by Member States in Europe by December 2020. However, as of the end of March 2022, only some of the EU governments within our footprint have done that: Germany, Italy, Hungary, Greece, Czech Republic, Netherlands (and UK). In other markets – namely Spain, Portugal, Romania and Ireland – the law is still in the review and/or approval process. Given the delay, the European Commission (‘EC’) has started infringement procedures and warned the remaining Member States that in case of further delays the breach will be referred to the Court of Justice of the European Union (‘CJEU’). In April 2021, the EC published its AI regulation (‘AI Act’) setting out a number of prohibited AI use cases and new requirements for providers of high-risk AI. Negotiations on the AI Act are progressing slowly, with the Council of the European Union (‘Council’) looking to conduct a first reading on the file before the end of the French Presidency in June 2022, and the European Parliament aiming to adopt its position in a plenary vote in November 2022, paving the way for trilogue talks on the file to conclude in early/mid 2023. Negotiations on the Digital Services Act package (consisting of the Digital Services Act (‘DSA’) and the Digital Markets Act (‘DMA’)) continue. On 24 March 2022, political negotiators in the EU Institutions reached agreement on the text of the DMA. This included a number of technical amendments from the December 2021 text, and compromises relevant to the financial thresholds for those platforms that fall within scope, the exact nature of some of the specific obligations (e.g. interoperability) and also fines (under the agreed text, gatekeepers can be sanctioned up to 10% of their annual worldwide turnover in the case of first infringements, and up to 20% in the case of repeated infringements). The DMA is expected to be formally adopted in 2022, and enter into force in early 2023. Negotiations on the DSA are progressing and will likely be concluded during the Czech Presidency in the second half of 2022. In February 2022, the EC published its proposal for a regulation laying down harmonised rules on fair access to and fair use of data (the ‘Data Act’). The Data Act will be a regulation that aims to facilitate the sharing and reuse of non-personal data in the single market, removing current obstacles and clarifying the rights of various parties involved in generating and sharing data. The regulation applies to manufacturers of connected devices, data holders, recipients, and providers of data processing services (cloud service providers) who will be subject to new requirements to support switching and interoperability, while maintaining a minimum service functionality. In February 2021, the EC proposed the prolongation of the Roaming Regulation for 10 years in order to ensure the continuation of Roam- Like-at-Home (‘RLAH’). The political agreement between the European Parliament and the Council was reached in December 2021 and the new regulation shall enter into force on 1 July 2022. The new regulation reduces the wholesale caps for all services (data, voice and SMS) and brings new measures on transparency (including on the use of non-terrestrial networks), quality of service and access to emergency communications. History and development Regulation

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Strategic report Governance Financials Other information 241 Vodafone Group Plc  Annual Report on Form 20-F 2022 In March 2021, the EC published a ‘Connectivity Toolbox’, which is a joint deliverable of Member States and the EC containing best practices on network cost reduction, spectrum authorisation for 5G, the environmental footprint and environmental impact assessment of networks as well as electronic magnetic fields (‘EMF’). Member States are in the process of implementing the toolbox. The objective of this toolbox is to reduce the cost of broadband deployment in Europe for network operators while the EC is in the process of revising the Broadband Cost Reduction Directive (‘BCRD’). The BCRD proposal is expected to be published in September 2022. In September 2021, the EC published a legislative proposal for a Decision of the European Parliament and of the Council establishing the 2030 Policy Programme ‘Path to the Digital Decade’. The proposal sets ambitious targets to be met by Member States by 2030 on the following four key pillars: a digitally skilled population and highly skilled digital professionals; secure and sustainable digital infrastructures (target is to have all European households connected to gigabit speeds and all populated areas covered by 5G); digital transformation of businesses; and digitisation of public services. The European Parliament and Council will need to endorse the targets through the regular EU legislative procedure. Furthermore, in February 2022 the EC proposed European digital rights and principles, covering issues including inclusion, freedom of choice online, online safety and security, and sustainable digitisation. Addressing the challenges posed by the COVID-19 pandemic, the Next Generation EU package is the Union’s means to support the recovery processes in EU Member States. The bulk of the proposed recovery measures are funded by a new temporary recovery instrument, the EU Recovery and Resilience Facility (‘RRF’), worth nearly €750 billion, which was adopted in December 2020. A significant amount is allocated towards digital and green initiatives, with a minimum threshold of 20% of the RRF to be allocated to digital and 37% to green initiatives. As of 31 March 2022, the EC had approved the national plans under the RRF for 24 EU Member States, of which Czech Republic, Germany, Greece, Ireland, Italy, Portugal, Romania and Spain are within Vodafone’s footprint. In March 2022, the European Body of Regulators (‘BEREC’) published a draft update to the BEREC Guidelines on Net Neutrality, in response to the recent CJEU rulings on zero-rating practices. BEREC interprets the rulings to prohibit all price-differentiation practices that are not application agnostic. This would include Vodafone Pass tariff, which is currently offered in eight EU markets. Stakeholders had until 14 April 2022 to provide feedback, and BEREC intends to publish the final Guidelines in June 2022. Germany In October 2021, the national regulatory authority (‘BNetzA’) published its draft regulation regarding the wholesale access markets (so-called Market 3a). In the draft, BNetzA proposes no significant changes in relation to the regulation of the copper network access but has suggested a light touch regulation of fibre access (‘FTTH’). For the first time in Germany, an access regime based on full equivalence of input (‘EoI’) is intended to enforce the equal treatment of wholesale demand and Deutsche Telekom’s (‘DT’) retail arm. In addition, BNetzA proposes improved access to DT’s passive infrastructure (ducts, masts) with significant market power (‘SMP’) obligations to open DT’s passive network, including regulated prices for the first time. This would ensure Vodafone Germany’s wholesale-based very high-speed digital subscriber line (‘VDSL’) business in the future, improve cost effective build out of Vodafone Germany’s own networks using ducts, and eliminate the risk of complete deregulation of DT’s fibre networks. The final regulation for the wholesale access markets is expected by the end of the second quarter of 2022. Licences for frequency allocations at 800MHz, parts of 1800MHz, and 2600MHz will expire at the end of 2025. Vodafone Germany currently holds allocations at 800MHz and 2600MHz. BNetzA is therefore assessing its options on how to proceed on the reallocation of this spectrum. It may either re-auction the spectrum, or prolong the existing licences, or a combination of these. BNetzA is currently consulting with stakeholders on approach and is expected to make a final decision on next steps by end of 2023 at the latest. In response to a preliminary reference from the National Court in Germany, on 2 September 2021, the CJEU issued three judgments related to zero-rated commercial offers of Vodafone Germany and DT. The judgements concluded that the specific zero-rated offers that were the subject of the judgments, and which included an exclusion of roaming or tethering, or a limitation on the bandwidth for certain categories of application respectively, were not compliant with the Open Internet Regulation (‘OIR’). On 27 April 2022, BNetzA consequently issued an order, announcing that Vodafone Pass is not compliant with OIR, and that Vodafone Germany must, firstly, stop marketing Pass from 1 July 2022 and must migrate existing Pass customers to alternative tariffs by 31 March 2023. The IT Security Draft Law (‘IT SiG 2.0’), which lays down rules for using vendors of critical components in critical infrastructure, was adopted in May 2021. IT SiG 2.0 envisages two pillars to ensure network security based on, firstly, mandatory certification of critical components and, secondly, establishing the trustworthiness of the vendors of such critical components following clearly defined criteria and processes. To the extent these are not met, there will be the possibility of removing components from untrustworthy vendors. Components are deemed critical when they are used for ‘critical functions’, which are defined by BNetzA in agreement with the Federal Office for Information Security (‘BSI’). Italy In March 2017, the national regulatory authority (‘AGCOM’) imposed a minimum billing period of one month for fixed and convergent offers, effective by the end of June 2017. The operators appealed AGCOM’s resolution before the Administrative Court and the appeal was rejected in February 2018. Vodafone Italy filed an appeal before the Council of State and after the public hearing held in July 2020, the Council of State issued a preliminary referral to the CJEU in order to assess if AGCOM has the power to impose minimum and binding billing periods under EU law. The date for the first hearing has not yet been set. In January 2020, the national competition authority (‘AGCM’) ruled that Vodafone Italy, Telecom Italia (‘TIM’), Fastweb and WindTre had coordinated their commercial strategies relating to the transition from four-week billing (28 days) to monthly billing, with the maintenance of an 8.6% price increase, in violation of Art.101 of Treaty on the Functioning of the EU (‘TFEU’). In July 2021, the Administrative Tribunal published its judgment annulling the AGCM’s decision and fine against Vodafone Italy for lack of evidence, accepting all of Vodafone Italy’s defensive arguments. According to the Tribunal, the alleged infringement was in fact the outcome of the companies’ independent choices to comply with legislation imposing an obligation to issue customer bills on a monthly basis. Prior to the Tribunal decision, Vodafone Italy had agreed to pay the €60 million fine in 15 monthly instalments of €4 million each. Following the Tribunal decision, Vodafone Italy started the process to be reimbursed for the two instalments, totalling €8 million, paid so far. The AGCM has submitted an appeal against the Tribunal decision to the Council of State. The process is ongoing. The frequencies in the 2.1GHz band have been renewed until 2029. Vodafone Italy paid €240 million in April 2021 for the renewal. In April 2021, AGCOM started a public consultation on the co-investment commitments presented by TIM in January 2021. On the basis of the public consultation, AGCOM asked TIM to make some amendments to the co-investment offer. TIM accepted the amendments and published a

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Strategic report Governance Financials Other information 242 Vodafone Group Plc  Annual Report on Form 20-F 2022 final version of the co-investment offer on their website in January 2022. AGCOM is now considering the monitoring activity that will be implemented on the co-investment offers, but this is still subject to approval. In accordance with Article 76 of the Code, once a network co-investment is approved, then a national regulatory authority (‘NRA’) may deregulate any new fibre network developed through the co-investment offer. Therefore, upon receiving the final co-investment offer from TIM in December 2021, AGCOM commenced a consultation on its proposed de-regulation of any network rolled out on the basis of the co-investment offer. The consultation process is now closed, and on 16 May 2022, AGCOM notified the final co-investment offer of TIM, and its proposal to de-regulate networks created under the co-investment offer, to the EC. The EC has 30 days to evaluate the proposals and issue an opinion. If there are no objections from the Commission, AGCOM will adopt its final decision. On 7 June, the AGCOM Board acknowledged TIM’s unilateral decision to amend the co-investment offer, with the provision of a price indexation mechanism to take inflation into account. As this change is substantial, AGCOM have decided to recall the notification sent to the Commission on the 16 May, and start a new public consultation once they have received the revised co-investment offer from TIM. There is no announced timeline for the new public consultation. United Kingdom In March 2021, Vodafone Ltd acquired 40MHz of 3.6GHz spectrum expiring in 2041 for £176 million. Within the negotiation stage of the auction, Vodafone Ltd and Telefónica agreed to trade spectrum, subject to regulatory approval, so that Vodafone Ltd’s holdings in the 3.4-3.6GHz band will be sufficiently proximate to be efficiently used by network equipment. Regulatory approval was granted in August 2021, and there will now be a transition period until 2025 as the trade is implemented. Vodafone Ltd’s total holdings in 3.4-3.6GHz are 90MHz, with fees payable from 2038. The 2100MHz band, originally awarded for 3G usage, became liable to £17 million per annum fees from January 2022, coinciding with depreciation of the fee paid at auction (the national regulatory authority (‘Ofcom’) levies annual fees on spectrum after an initial 20-year term). Ofcom is conducting a review of the UK mobile market, which commenced in May 2021. It is the first review of its kind, seeking to review the overall market structure and the ability of the market to fulfil the investment challenges that lie ahead. It runs alongside the government’s Wireless Infrastructure Strategy review, which is focused on future technologies and infrastructure evolution in the sector, with a particular focus on outcomes in the second half of the decade. Both projects are expected to conclude in the next 12 months. Ofcom’s review of Net Neutrality rules is also underway. While the UK is still committed to high-level open internet alignment under the terms of the UK/EU trade deal, there is recognition that some reform is needed to ensure the potential of applications, devices and future technology is not constrained by the current rules. Ofcom has not published an indicative timeline for the completion of its review. In November 2021, the Telecommunications Security Act (‘TSA’) was passed into legislation. This modified the Communications Act to allow the Secretary of State to issue High Risk Vendor (‘HRV’) designations that restrict the usage of named equipment suppliers. In February 2022, a draft HRV designation relating to Huawei products, which Vodafone Ltd uses in its radio access network, was issued for consultation. Measures being consulted on restrict the use of Huawei in the UK’s telecoms networks, including the removal of Huawei from 5G networks by the end of 2027. The consultation closed in March 2022. The TSA also allows the Secretary of State to issue security regulations requiring providers of electronic communications networks and services to comply with a specified Code of Practice. In March 2022, the Department for Digital, Culture, Media and Sport also launched a consultation on the contents of these security regulations and associated Code of Practice. Ofcom is similarly consulting on the compliance regime associated with the Code of Practice. Spain In February 2020, Vodafone Spain requested that the national regulatory authority (‘CNMC’) extend and modify the commitments in relation to the Movistar-DTS merger in 2015 (which were due to end in April 2020). The CNMC issued a Resolution in July 2020, extending most of the initial commitments for an additional period of three years, in particular ensuring access to Movistar Estrenos and Movistar Series channels. The Resolution also removed the commitment that limited the terms (exclusivity, validity period and period of exploitation) in which Telefónica could acquire subscription video on demand content. Vodafone Spain has appealed this removal. In November 2021, the government initiated the parliamentary process to approve the new Audiovisual Communication Bill Project. The most relevant changes are: (i) amending RTVE Financing law, to eliminate the requirement on MNOs to contribute 0.9% telco revenues to the public corporation RTVE; and (ii) including over-the-top service providers in the requirement to provide 1.5% audiovisual revenue to RTVE. The text will now begin its parliamentary process, where a long-lasting debate is expected due to political divergences. Final approval is expected in the second half of 2022. In October 2021, the CNMC has approved the regulation of the wholesale markets for broadband access (Market 3a and 3b). In particular, it expanded the geographic areas where CNMC requires Telefónica to maintain access obligations for ducts and poles and copper local loop unbundling. In addition, the CNMC brought forward the date by which Telefónica must close its copper exchanges. This will lead to an expedited obligation on Vodafone Spain to remove its collocated equipment from these exchanges. In April 2021, the government approved a Royal Decree-Law amending the General Telecommunications Act. The amendments increase the duration of spectrum band concessions to a minimum of 20 years and allow for the possibility to extend this initial period, from a minimum of five and maximum of 20 years. The amendments also make it possible to extend existing concessions by 20 years, but only upon specific approval by the Ministry. In November 2021, the government initiated the parliamentary process to approve the new Telecommunications Bill. The most relevant points included in the draft Bill presented to the Congress by the government are: (i) the possibility of renewal of spectrum licences for all bands that are already assigned, (ii) the possibility of extending contracts for the same duration as the initial period (up to 24 months) and (iii) no specific obligations on OTTs to register as public electronic communications service providers, in line with the Code.The Bill was approved by Parliament on 9 June. In February 2022, the Ministry for Economy and Enterprise approved a Ministerial Decree that regulates the reassignment of the frequencies in the existing 3.4-3.8GHz concessions. This reassignment is a consequence of the granting of two new concessions in 2021. The Ministerial Decree foresees a six-month period in which the four operators holding concessions, Vodafone Spain included, must carry out a coordinated migration of the frequencies according to its new organisation. In July 2021, the spectrum auction for the 700MHz band took place. Vodafone Spain, Orange and Telefónica each won spectrum, with 2x10MHz each. Vodafone Spain paid €350 million. The concessions were formalised by the Ministry for Economy and Enterprise in December 2021, and the operators began the deployment of new 700MHz radio stations network in January 2022. In November 2021, the government published the draft bill regulating customer service for consumers, which will introduce new requirements around the provision of customer care and managing customer complaints, and compensation. It is anticipated that the bill will be approved in the second half of 2022. Regulation (continued)

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Strategic report Governance Financials Other information 243 Vodafone Group Plc  Annual Report on Form 20-F 2022 In November 2021, the government approved the modification of the Consumer Law in order to incorporate the Directive (EU) 2019/2161 as regards to better enforcement and modernisation of EU consumer protection rules. This new regulation entered into force in May 2022. In December 2021, the National State Budget 2022 was approved. The law sets a reduction of spectrum fees for a temporary period of two years, which will result in €11.2 million savings for Vodafone Spain. In January 2022, the government launched a consultation for all stakeholders regarding the upcoming auction on the 26GHz band (24.25 – 27.50GHz), to assess demand and technical readiness. Vodafone Spain responded to the consultation in January 2022. The auction is expected to take place during the fourth quarter of 2022. In June 2021, the CNMC approved the merger between MásMóvil and Euskaltel on grounds that the transaction does not significantly alter the competitive situation. The Ministerial Council and Spain’s financial markets regulator (‘CNMV’) have now also approved the proposed takeover. A few months later, in March 2022, Orange and the newly merged MásMóvil announced the start of negotiations to merge their operations in Spain. The transaction is expected to be signed in the second quarter of 2022, and should be completed by the second quarter of 2023, once the appropriate approvals are obtained from the relevant administrative, competition and regulatory authorities. In April 2022, Parliament ratified the Royal Decree-Law on Cybersecurity (‘Cybersecurity Law’). The Cybersecurity Law introduces the concept of high-risk suppliers (‘HRS’) and creates a new framework: (i) for identifying HRS; (ii) limiting the use of HRS in both the Core and the Access networks, including the introduction of timeframes for the removal of HRS from the core and parts of the access network; and (ii) for 5G operators to develop a risk assessment on their networks, and a vendor diversification strategy. Ireland In April 2019, the national regulatory authority (‘ComReg’) published its final decision on Universal Service funding applications by Eircom Ltd (‘eir’) for 2010 to 2015. ComReg found that the net cost of the Universal Service Obligation (‘USO’) did not represent an unfair burden on eir. Subsequently, eir has challenged this decision. The proceedings are ongoing, and Vodafone Ireland is a notice party to these proceedings. In May 2019, ComReg initiated a review of the regulated Weighted Average Cost of Capital (‘WACC’). In its draft decision notified to the EC in June 2020, ComReg proposed the regulated fixed WACC should fall from 8.18% to 5.61%. It was subject to annual review in June 2021 and fell further to 5.56%. ComReg issued its final decision on the Access Network Cost Model, incorporating the reduced WACC in December 2021 with prices effective from 1 March 2022. This decision has been challenged by eir which also sought a stay on pricing changes pending appeal. This was not granted, and undertakings have been provided to the court by Vodafone Ireland and Sky. In December 2020, ComReg published its decision to proceed with the Multi-Band Spectrum Auction. In late January 2021, Three Ireland (Hutchison) Ltd and Three Ireland Services (Hutchison) Ltd (collectively ‘Three’) lodged an appeal to the decision. The proceedings commenced in June 2021 and remain ongoing. ComReg and the Irish government have continued to extend the Temporary Spectrum Measures on 700MHz and 2.1GHz spectrum. The measures are now expected to extend to 1 October 2022. Portugal In October 2021, the main bidding stage of 5G auction ended with Vodafone Portugal acquiring 2x10MHz of 700MHz and 90MHz of 3.6GHz. Rights of Use were issued in November and December 2021. With respect to the auction conditions, Vodafone Portugal began a legal action against the national regulatory authority (‘ANACOM’) in November 2020, with respect to aspects of the auction conditions, including discriminatory measures between new entrants and mobile network operators (‘MNOs’). The Court rejected Vodafone Portugal’s claims in November 2021, and the Rights of Use were issued. However, since the conclusion of the auction, Vodafone Portugal has submitted a court action against ANACOM in relation to the Rights of Use issued and associated obligations. Legal proceedings are ongoing and there is no expected date of conclusion. In June 2019, Vodafone Portugal began a legal action against ANACOM seeking the revocation of Dense Air’s spectrum licence under the ‘use it or lose it’ principle. The legal proceedings are ongoing, with Vodafone Portugal’s latest proceeding, regarding the restrictive impact of Dense Air’s spectrum on Portugal’s 5G auction, being rejected by the Court in June 2021. In July 2021, Vodafone Portugal appealed the rejection to the Administrative Central Court, and the outcome is pending. In July 2020, the national competition authority (‘AdC’) sent Vodafone Portugal and three other national operators a Statement of Objections (‘SO’) alleging that operators formed a cartel to limit competition in telecoms services advertising via the Google search engine. In October 2020, Vodafone Portugal responded to the SO and proceedings are ongoing. Vodafone Portugal has also filed motions and appeals with different authorities regarding procedural irregularities and invalidity of evidence collected during the December 2018 raid at Vodafone Portugal’s premises. In December 2020, a Court decision declared email evidence collected at Vodafone Portugal’s premises to be inadmissible. The decision was appealed by the AdC and the public prosecutor, and appeals are still pending. Vodafone Portugal continues to challenge payment notices totalling €34.8 million issued by ANACOM regarding 2012-2014 extraordinary compensation of Universal Service net costs. In July 2021, the Portuguese government approved a Decree-Law that establishes a social tariff for broadband internet access (‘IST’), which will benefit consumers with low income or with special social needs. Although the Code (which is meant to define the scope of the Universal Service going forward) has not yet been transposed into national law, the IST is qualified by this Decree-Law as Universal Service and all operators are required to provide it under the terms that were defined by the government in November 2021. Vodafone Portugal made the IST offer available on 4 March 2022. In December 2021, the AdC issued a SO against Vodafone Portugal and two other national operators (MEO and NOS) and Accenture with respect to an alleged anti-competitive agreement in the pay TV recordings advertising market and in the market for the provision of pay TV services (due to the introduction of pre-roll advertisings on pay TV set top boxes’ recordings of the three operators). Vodafone Portugal submitted a written defence and evidence in support of its case in March 2022. Vodafone Portugal has also filed an appeal regarding procedural irregularities and invalidity of evidence collected during the October 2021 dawn raid at Accenture’s premises. Procedures are ongoing. In July 2021, ANACOM approved the renewal of Vodafone Portugal and MEO’s rights of use for 900MHz (2x5MHz) and 1800MHz (2x6MHz) until 2033. Although no upfront payment was required, additional coverage obligations were set. For Vodafone Portugal, 44 out of 100 parishes must have 90% of coverage of the population with 100Mbps in one years’ time, starting from when ANACOM approves split of parishes amongst MEO and Vodafone Portugal. Operators must reach an agreement by June 2022.

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Strategic report Governance Financials Other information 244 Vodafone Group Plc  Annual Report on Form 20-F 2022 Romania The 5G Security Law was adopted in June 2021. The law gives operators five years to remove high risk vendors from their networks, and replace their equipment with that of authorised vendors for core network, and seven years for radio access networks related to 5G. The authorisation of a vendor is granted by the Supreme Council for National Defence where there is no evidence of identified risks, threats and vulnerabilities to national security and defence. The 5G spectrum auction for 700MHz and 3.5GHz has been delayed until the adoption of the Code. Only short-term, available and existing spectrum in 800MHz, 2600MHz FDD and TDD, and 3.5GHz frequency bands have been auctioned in November 2021. The enforcement of the Code is subject to the final decision of the Constitutional Court, with a resolution expected in May 2022. Greece In September 2021, the Greek government announced the reform of the ‘special mobile tax’, which was previously charged at between 12 and 20% of the mobile tariff, (and VAT of 24% was applied on top of this). Effective from January 2022, this ‘special mobile tax’ was abolished for subscribers aged up to 29 years, and reduced to 10% for all other subscribers. Following the publication of the 5G Auction Tender document, a petition by Greek residents for its annulment, as well as for any future administrative acts, was filed before the Council of the State on the grounds it infringed environmental protection provisions. The hearing was held in January 2022 and the decision is still pending. The national regulatory authority’s (‘EETT’) decision in relation to Wind’s complaint against Vodafone Greece and Cosmote alleging abuse of dominance in relation to calls to mobile networks in Albania is pending. Vodafone Greece appealed EETT’s decision on the mobile virtual network operator (‘MVNO’) access dispute resolution between Vodafone Greece and Nova (ex-Forthnet). Vodafone Greece withdrew from the application of annulment, as Nova requested the termination of its MVNO contract in view of expected future synergies with Wind following the latter’s acquisition by Nova’s parent company, United Group. The development of a margin squeeze test model based on non- discrimination obligation for OTE’s retail plans is currently still pending. Operators have provided their comments on the model, and these have been assessed by EETT. However, the delays in the approval of the new model enabled the incumbent to announce free of charge speed upgrades which the NRA approved under the outdated existing model. Vodafone Greece is challenging the incumbent’s new offers. EETT published a decision on the USO net cost for the period 2012-2016 of total amount €36.8 million for all operators, with Vodafone Greece’s share being about €7.75 million, payable in five annual instalments. In December 2021, Vodafone Greece filed a petition for the annulment of the NRA’s decision before the Administrative Court of Appeal. The hearing is scheduled for June 2022. Vodafone Greece continues its appeal against EETT decisions from 2018, which declared that Vodafone Greece was obliged to pay a total of €9 million to OTE, in consideration of the Universal Services it provided in Greece during the years 2010 and 2011. As part of its appeal, in December 2021 Vodafone Greece raised additional arguments with the Council of State against the EETT’s decisions on the Universal Service Net Cost for the years 2010-11. The hearings are scheduled for May 2022 (for costs for year 2010) and June 2022 (for costs for year 2011). Czech Republic In August 2019, the EC sent a statement of objections to O2 Czech Republic, CETIN and T-Mobile Czech Republic with respect to the competition concerns in relation to the parties’ network sharing agreement. Following commitments offered by the parties in respect of the agreement, on 1 October 2021 the EC announced it was seeking stakeholder feedback on these commitments. A final decision on commitments is expected during the second quarter of 2022. Vodafone Czech Republic filed a complaint to the EC, regarding Czech Republic’s 5G spectrum auction, arguing that the auction terms set by the Czech national regulatory authority (‘CTU’) infringed EU law. The EC dismissed the complaint, and the case is now closed. The re-farming of 3.4-3.8GHz spectrum was completed in September 2021, to provide contiguous spectrum to each spectrum holder in this band. Vodafone Czech Republic has 60MHz. In September 2021, CTU published a draft market analysis of the mobile wholesale access market for comments. The CTU has proposed in its consultation to impose regulation on the wholesale price for mobile voice, SMS, and data. The consultation period ended on 25 October 2021 and CTU notified the draft measure to the EC in November 2021. On 17 February 2022, the EC issued its decision requesting CTU to withdraw its notified proposals. The EC stated in its decision that the three criteria test was not met, and ex ante regulation based on the joint SMP finding was unjustified. In October 2021, CTU published a proposal to deregulate the wholesale central access provided at a fixed location for mass-market products and significantly reduce the scope of regulation on the market of wholesale local access provided at a fixed location. CTU is expected to notify the proposals to the EC during 2022. Hungary In January 2021, the national regulatory authority (‘NMHH’) published its market analysis decision for wholesale voice call termination on individual mobile networks. Later, in June 2021, NMHH published its decision to maintain obligations regarding transparency, equal treatment, access and interconnection, while the accounting separation obligation was withdrawn. The mobile termination rate from 1 January 2022 was set at HUF 1.67 per minute. Magyar Telekom (‘Telekom’) requested a review of both the market analysis and the obligations in court. In March 2022, the court rejected Telekom’s application for SMP designation. Telekom withdrew its application against the decision imposing the obligation. The case is now closed. In July 2021, NMHH launched a sectoral inquiry on SMS termination service and retail bulk SMS service, based on a concern raised by the Hungarian Competition Office (‘HCO’). HCO has indicated their view that mobile service providers (including Vodafone Hungary) in Hungary may have a uniform pricing practice for SMS termination and bulk SMS. The sectoral inquiry does not have a statutory deadline, and the procedure is still ongoing, but it is expected to conclude during the second quarter of 2022. In September 2021, NMHH published an examination of the justification for maintaining the national domestic directory inquiry service as a Universal Service. The NMHH final decision is to maintain this as a Universal Service, and Magyar Telekom was appointed as national Universal Service operator. The NMHH however decided not to maintain the provision of a printed phone book as a Universal Service. The HCO’s investigation into the network and spectrum sharing and possible collusion in the previous spectrum tender by Magyar Telekom and Yettel (formerly Telenor) is ongoing. In December 2021, HCO closed its sectoral inquiry in audio-visual broadcasting and distribution markets. Regulation (continued)

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Strategic report Governance Financials Other information 245 Vodafone Group Plc  Annual Report on Form 20-F 2022 Albania In December 2021, 4iG entered into a purchase agreement with ALBtelecom to acquire 80.27% of its shares and the transaction was approved by the Albanian Competition Authority (‘AK’), who concluded their investigation with no findings at the end of January 2022, allowing the transaction to go forward. Shortly after the ALBtelecom acquisition, in January 2021, 4iG notified the AK of their transaction to acquire 100% of ONE Telecommunications, the second largest mobile operator in Albania. AK decided to open an in-depth investigation into potential creation of horizontal/vertical concentration of the market. The investigation was closed in March 2022, with the approval of the transaction but subject to a number of remedies. From July 2021, roaming surcharge rates have been removed in the ‘West Balkan 6’ (‘WB6’) countries (Albania, Kosovo, Montenegro, Macedonia, Serbia, Bosnia). From these dates, users can RLAH across the WB6 markets. It is possible for operators to implement a Fair Usage Policy for data consumption in order to protect the operator from abusive usage. The national regulatory authority (‘AKEP’) is planning an auction for all bands (3.5MHz, 26GHz, 700MHz). AKEP instructed a consultancy to prepare a 5G Strategy document, to evaluate and recommend details with respect to the auction process and outcomes, and on the freeing up of the 700MHz band. The public consultation on this document closed in December 2021 and is in the process of being approved by AKEP. It is expected that the 5G auction will take place in 2023. The Ministry of Infrastructure and Energy (‘MIE’) has started the process for the transposition of the Code into Albanian legislation with the support of an external consultant. The aim is to fully align Albanian telecommunication legislation with the same standards and rules applied in the EU as a requirement of Chapter 10 ‘Information society & Media’ of the Integration package for the accession of Albania in the EU. African, Middle East Vodacom: South Africa In March 2021, the national regulatory authority (‘ICASA’) published a findings document on its market inquiry into mobile broadband services. ICASA found insufficient competition and designated Vodacom South Africa (‘Vodacom SA’) as having SMP in several relevant markets at wholesale (site access, national roaming) and retail levels, proposing remedies primarily at the wholesale level. ICASA published the Draft Regulations for comment and held public hearings in August 2021. On 31 March 2022, ICASA published the final regulations and reasons document, bringing this process to a conclusion. On 8 March 2022, the spectrum auction commenced in South Africa, which involved an opt-in round for qualifying (non-Tier 1 operators) bidders. The main auction for all the applicants began on 10 March 2022 and concluded on 17 March 2022. Vodacom SA secured 110MHz of spectrum comprising two blocks of 2x5MHz in the 700MHz spectrum band, 80MHz in 2600MHz spectrum band, and 10MHz in 3500MHz spectrum band. On 8 September 2021, e.TV commenced a motion with respect to ICASA and the Minister of Communications and Digital Technologies, with a view to delaying the digital migration process. The motion was heard by the High Court in March 2022, with Vodacom SA intervening to support the Minister and ICASA. The High Court dismissed e.TV’s application, but also deferred the analogue switch off date from 30 March 2022 to 30 June 2022. e.TV has indicated it will appeal against the judgment. On 11 March 2022, the Minister of Communications and Digital Technologies published proposed amendments to the Policy for High Demand Spectrum and Policy direction for comment, specifically on the licensing of the Wholesale Open Access Network (‘WOAN’). Under the proposals, the WOAN is removed as the means to achieve a number of policy objectives i.e. increased service based competition, and empowerment and instead, the policy objectives will be realised using the next generation Radio Frequency Spectrum policy which is currently being drafted for consultation. In May 2021, ICASA published a notice announcing the start of the Review of the Pro-competitive Conditions imposed on relevant licensees in terms of the Call Termination Regulations, to be completed by March 2022. ICASA has now completed the review and published its findings document. This will be followed by cost modelling, to be completed by August 2022, and final regulations, to be published by September 2022. Vodacom: Democratic Republic of the Congo In August 2018, the Customs Authority issued a draft infringement report assessing that there were unpaid duties for alleged smuggled devices bought by Vodacom Democratic Republic of the Congo (‘Vodacom DRC’) which amounted to US$44 million, to which Vodacom DRC objected. In May 2019, Vodacom DRC filed an administrative appeal at the Council of State, which is still pending. In April 2020, a new Decree introduced a Central Equipment Register System (‘CEIR’) and handset certification fees (‘RAM tax’). In November 2020, Vodacom DRC was fined US$2.5 million by way of a Ministerial Decree for alleged shortcomings in its cooperation and implementation of charging mechanisms related to the CEIR system. Vodacom DRC appealed this decision, and requested a suspension of the Decree, but this remains pending. Subsequently, the Council of Ministers repealed the Decree, effective 1 March 2022. Consequently, the national regulatory authority (‘ARPTC’) directed all operators to remove systems implemented for collecting the RAM tax. In March 2022, ARPTC sent letters to Vodacom DRC and other mobile network operators stating that in light of cancellation of the RAM tax, ARPTC requests submission of Vodacom DRC’s know-your-customer (‘KYC’) databases within 72 hours. It remains unclear as to how ARPTC’s request is related to the RAM tax. The industry has requested a meeting with ARPTC to discuss and clarify this request. In January 2021, Vodacom DRC received notice by the Minister of Communications, stating that a December 2020 investigation found non- compliant SIM cards without providing further details. Vodacom DRC sent a letter requesting further information on the details of the investigation. While awaiting a response to its letter in February 2021, Vodacom DRC was fined US$3.65 million by way of a Ministerial Decree for alleged non-compliance. Vodacom DRC initiated legal action and appealed for a stay of the execution of the fine for the duration of the appeal, which was granted. In December 2021, ARPTC eventually submitted a letter identifying seven non-compliant SIMs as being the reason for the fine. Vodacom DRC will challenge the findings as part of the ongoing legal action. On 12 October 2021, the new Communications Act was published (‘the Act’), and is effective from that date, repealing the old Communications Act of 2002. Vodacom DRC and all mobile network operators are to convert their licences to the new regime within 12 months of its publication, at no cost. The licence conversion process is subject to further publication of applicable decrees and implementation measures of the new Act, which is still pending. Vodacom: Tanzania In February 2020, the national regulatory authority (‘TCRA’) issued new SIM Card Registration Regulations to formalise the ‘biometric only’ SIM registration requirement and restrict ownership of the number of SIMs by customers. Since April 2021, Vodacom Tanzania has barred 568,000 SIMs of subscribers who have not completed biometric registration. In December 2021, the TCRA issued its quarterly report on Quality of Service (‘QoS’), in which Vodacom Tanzania has been found non-compliant with several targets under the QoS regulations. As a consequence, Vodacom Tanzania is executing network improvement plans. There is a risk of fines for non-compliance.

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Strategic report Governance Financials Other information 246 Vodafone Group Plc  Annual Report on Form 20-F 2022 The Finance Act of 2021 was passed by Parliament effective 1 July 2021. The Finance Act amendments introduced a ‘Mobile Money Levy’, which is a levy to be charged on mobile money transfer transactions, at a rate ranging from TZS10 to 10,000. The levy charged on mobile money transactions started in July 2021. In September 2021, the Regulator issued amended Regulations with immediate effect: (i) Reducing levy charges by 30%, and (ii) Revising the definition of ’Transfer and Withdrawal’, to include mobile banking services and exclude transfers from a bank account to a mobile money account. The Finance Act also introduces an ‘Airtime Levy’, which is a levy to be charged on airtime, at a rate ranging from TZS5 to 223. Vodacom: Mozambique The Communications Regulator (‘INCM’) assigned Vodacom Mozambique temporary spectrum (2x5MHz of 1800 band). This was assigned under a COVID-19 relief programme as a temporary licence. The INCM has subsequently demanded return of the temporary spectrum. Vodacom Mozambique has entered discussions with INCM to potentially acquire this spectrum as a permanent licence. Vodacom: Lesotho In December 2019, the Lesotho Communications Authority (‘LCA’) issued a notice of enforcement against Vodacom Lesotho based on its assertion that the company’s statutory external auditors were not independent, as required by the Companies Act. In September 2020, the LCA issued a penalty of M134 million against Vodacom Lesotho. Despite Vodacom Lesotho reserving its rights for appeal within the statuary timeframe, in October 2020 the LCA issued a notice of revocation of the operating licence of Vodacom Lesotho for failure to pay a penalty of M134 million. Thirty percent of this fine was determined by the LCA to be payable in October 2020 and the balance was suspended for a period of five years, on the condition that Vodacom Lesotho is not found guilty of breaching any of its regulatory obligations in the future. Vodacom Lesotho has launched an application in the Lesotho High Court to have both determinations of the LCA imposing the fine and revoking its operating licence, respectively, reviewed and set aside. The Lesotho High Court has, in the meantime, issued an order interdicting the LCA from, inter alia, enforcing the payment of the said fine and revoking Vodacom Lesotho’s operating licence. The Lesotho High Court heard the matter in December 2020, and Vodacom Lesotho is awaiting judgment. In June 2021, the Minister of Communications issued new SIM and Device Registration Regulations without prior consultations. The Regulations included a requirement for biometric registration and penalties for non-compliance. Subsequently, the Parliament directed the LCA to withdraw the Regulations to allow for a comprehensive public stakeholder consultation prior to promulgating regulations. The LCA initiated the consultation process which closed on 30 September 2021. Vodacom Lesotho made submissions through the consultation process. On 24 December 2021, the Minister of Communications (‘MoC’) promulgated a revised version of the Communications (SIM Registration) Regulations of 2021. The new regulations come into effect as of 24 June 2022 and allow service providers 12 months to meet compliance in respect of existing SIMs. The LCA and/or MoC have powers to extend the compliance timelines. In August 2021, Vodacom Lesotho received approval for the renewal of its 3500MHz trial 5G spectrum (1x100MHz) for a further six-month period expiring 31 March 2022. Vodacom Lesotho commenced its 5G trial in November 2021 and is engaging the LCA to convert the trial licence to a permanent licence. Turkey Since October 2021, a margin squeeze test has been applicable on reference offers. The national regulatory authority (‘ICTA’) is expected to review and approve Türk Telekom’s Reference Offer to establish fibre access model and tariffs as well as to redefine wholesale SLAs. According to ICTA’s 2022 Business Plan, the deadline for completing this review is December 2022, although it is anticipated that this will occur sooner. In September 2019, the Local Court annulled the administrative penalty at the amount of TRL138 million imposed by the Ministry of Trade on Vodafone Turkey, due to the statute of limitation of the investigation period stated in law. Vodafone Turkey entered into a reconciliation procedure with the Ministry of Trade, to reach an agreement to conclude the judicial process, under which Vodafone Turkey has been granted a remission of the TRL138 fine, and in turn Vodafone Turkey has released the right of litigation. Egypt In September 2020, Vodafone Egypt submitted its proposal to acquire 40MHz in response to the national regulatory authority (‘NTRA’) issuance of a bid for spectrum acquisition in the 2600MHz band. In December 2020, Vodafone Egypt’s technical and financial proposal was accepted, and a new License Annex was signed between NTRA and Vodafone Egypt after payment of US$270 million and the remaining 50% to be paid over two years in two equal instalments. Vodafone Egypt has now received the full spectrum bandwidth of 40MHz in the 2600MHz band over two tranches (1st in November 2021 and 2nd in January 2022). The 40MHz are now operational across the network and deployment is progressing. Ghana Vodafone Ghana is involved in an ongoing legal dispute over a parcel of land. The plaintiff contends that, due to irregularities in the documentation, he is due US$16 million in compensation. Vodafone Ghana continues to appeal the claim, which is now sitting with the Supreme Court. The next hearing is due by the end of April 2022. In January 2020, Vodafone Ghana successfully renewed its 900MHz and 1800MHz licences for 10 years, until 2029, pending payment of US$25 million. Vodafone Ghana entered negotiations with the Ministry of Communications and Digitalisation (‘MoCD’) and Ministry of Finance to amend the terms of renewal in relation to increasing duration of licence, payment terms, re-farming rights, and additional 800MHz spectrum, which continue. The MoCD extended the payment deadline date to 31 December 2021. The NRA assigned 2x5MHz of 800MHz frequency band on a temporary basis until June 2021 as part of COVID-19 measures. Use of the temporary spectrum was further extended until 31 December 2021. Currently Vodafone Ghana has successfully temporarily extended the use of the spectrum with the support of the MoCD until discussions for 2G licence renewal are concluded. In October 2021, SIM card re-registration commenced for a period of three months. All SIM cards are expected to be registered with the Ghana Card (biometric national identification card) issued by the National Identification Authority (‘NIA’), the regulator for identification in Ghana. Due to insufficient registrations, the MoCD extended the deadline for registration from 31 March 2022 to 30 July 2022. Regulation (continued)

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Strategic report Governance Financials Other information 247 Vodafone Group Plc  Annual Report on Form 20-F 2022 Overview of spectrum licences at 31 March 2022 700MHz 800MHz 900MHz 1400/1500MHz 1800MHz 2.1GHz 2.6GHz 3.5GHz Quantity1 (Expiry Date) Quantity1 (Expiry Date) Quantity1 (Expiry Date) Quantity1 (Expiry Date) Quantity1 (Expiry Date) Quantity1 (Expiry Date) Quantity1 (Expiry Date) Quantity1 (Expiry Date) Germany 2x10 (2033) 2x10 (2025) 2x10 (2033) 20 (2033) 2x25 (2033) 2x152 (2040) 2x20+25 (2025) 90 (2040) 2x52 (2025) Italy 2x10 (2037) 2x10 (2029) 2x10 (2029) 20 (2029) 2x15 (2029) 2x15 (2029) 2x15 (2029) 80 (2037) 2x53 (2029) UK4 n/a 2x10 (2033) 2x17.4 20 (2023) 2x5.8 2x14.8 2x20+25 (2033) 50 (2038) 40 (2041)5 Spain 2X10 (2041)6 2x10 (2031) 2x10 (2028) n/a 2x20 (2030) 2x15+5 (2030) 2x20+20 (2030) 90 (2038) Ireland n/a7 2x10 (2030) 2x10 (2030) n/a 2x25 (2030) 2x15 (2022) n/a 1058 (2032) Portugal 2X10 (2041) 2x10 (2027) 2x5 (2033) n/a 2x6 (2033) 2x20 (2033) 2x20+25 (2027) 90 MHz (2041) 2x53 (2027) 2x143 (2027) Romania n/a 2x10 (2029) 2x10 (2029) n/a 2x30 (2029) 2x15 (2031) n/a9 40 (2025) Greece 2x10(2036) 2x10 (2030) 2x15 (2027) n/a 2x10 (2027) 2x20 (2036) 2x20+20 (2030) 140 (2035) 2x153 (2035) Czechia 2x10 (2036) 2x10 (2029) 2x10 (2029) n/a 2x27 (2029) 2x20 (2025) 2x20 (2029) 60 (2032) Hungary 2x10 (2035)10 2x10 (2029) 2x10 (2022) n/a 2x15 (2022) 2x15 (2027) 2x20+25 (2029) 60 (2034) 2x13 (2029) 2x20(2037)10 2x53 (2035)10 503 (2035)10 2x9 (2037)10 Albania n/a 2x10 (2034) 2x8 (2031) n/a 2x9 (2031) 2x15+5 (2025) 2x20+20 (2030) n/a 2x23 (2030) 2x143 (2030) 2x53 (2029) 2x43 (2024)11 2x53 (2024)11 2x53 (2031)11 Vodacom South Africa12 2x10 n/a 2x1113 n/a 2x12 2x1513 80 10 Vodacom: Democratic Republic of the Congo n/a 2x10 (2038) 2x6 (2038) n/a 2x18 (2038) 2x10+15 (2032) n/a 2x15 (2026) Lesotho n/a 2x2014 2x2214 n/a 2x3014 2x2014 n/a 2x2114 (2036) 79 (Trial) Mozambique n/a 2x10 (2039) 2x8 (2039) n/a 2x20(2039) 2x15+5 (2039) n/a 10015 (2024) 2x53 (2022) Tanzania 2x10 (2033) n/a 2x12.5 (2031) n/a 2x10 (2031) 2x15 (2031) n/a 2x7+2x14 (2031) Turkey n/a 2x10 (2029) 2x11 (2023) n/a 2x10 (2029) 2x15+5 (2029) 2x15+10 (2029) n/a 2x1.43 (2029) Egypt n/a n/a 2x12.5 (2031) n/a 2x10 (2031) 2x20 (2031) 40 (2031)16 n/a Ghana n/a 2x1517 (2034) 2x818 (2034) n/a 2x1018 (2034) 2x1517 (2023) n/a n/a Notes: 1. ALL – Single (or unpaired) blocks of spectrum are used for asymmetric data (non-voice) use; block quantity has been rounded to the nearest whole number. 2. GERMANY – The allocation of 2.1GHz will change to the following: in January 2021 will have 2x15MHz (2040) and 2x5 (2025); in January 2026 will have 2x20MHz (2040). 3. MULTIPLE – Blocks within the same spectrum band but with different licence expiry dates are separately identified. 4. UK – all UK spectrum licences are perpetual so any dates given are the ones from which licence fees become payable, and where no date is given this means that licence fees already apply. 5. UK – Currently in the transition period of the 3.4-3.8GHz defragmentation deal with VMO2. Once the transition is completed in 2025, Vodafone will have 90 MHz with an expiry date of 2038. 6. SPAIN – The initial term of the licence is 20 years, with the option to renew the licence for an additional 20 years as long as the licence conditions have been met. 7. IRELAND – In Ireland a temporary licensing framework for spectrum rights of use on the 700MHz band has been established allowing the use 2X10 MHz. The licence is granted for a 3-month block commencing 1 April 2022 and a further application is then required for an extension from 1 July 2022. The licence granted under regulations shall expire no later than 1 October 2022. 8. IRELAND – 105MHz in cities, 85MHz in regions. 9. ROMANIA – 2.6GHz TDD spectrum was returned to the regulator, effective July 2021. 10. HUNGARY – In Hungary 700MHz, 2.1GHz and 3.5GHz – conditional options of a further five-year extension to 2040; 900MHz, 1.8GHz – the 15-year right of use began April 8th 2022 when original licences expired; conditional options of a further five-year extension to 2042. 11. ALBANIA – spectrum acquired from PLUS’ exit from market. 12. SOUTH AFRICA – Vodacom’s South African spectrum licences are renewed annually. As part of the migration to a new licensing regime the national regulator has issued Vodacom a service licence and a network licence which will permit Vodacom to offer mobile and fixed services. The service and network licences have a 20-year duration and will expire in 2029. Vodacom South Africa was assigned Provisional spectrum in November 2021 when the Temporary Spectrum regime came to an end. The provisional spectrum assignments expire on 30 June 2022, after which the new permanent post-auction assignments will become effective (values in table correspond to permanent assignments as per the outcome of the 2022 auction). 13. SOUTH AFRICA – South African Regulator has indicated that it has approved Vodacom’s 2100MHz licence amendment which effectively returns the 2100TDD spectrum. Surrender of 2X1MHz in 900MHz due to band harmonisation imminent. 14. LESOTHO – Vodacom’s Lesotho spectrum licences are attached to a unified services licence and renewed annually. 1x79MHz of 3.5GHz has been licenced on a temporary basis and is pending renewal. 15. MOZAMBIQUE – Mozambique 3.5GHz spectrum for 5G trial which was extended to 2024. 2x5 of 2.1GHz has been acquired on a 3-year lease which has expired in November 2021 and is pending renewal. 16. EGYPT – The first tranche of 20MHz of 2.6GHz was made available In November 2021 and the second tranche of 20MHz was received in January 2022. 17. GHANA – NCA submitted a provisional licence for comments, to which Vodafone Ghana submitted feedback and final licence beyond 2023 is pending. 18. GHANA – Vodafone Ghana has established an agreement with the MoF to renew its license for 15 years along with the permanent assignment of an additional 2x5 800MHz. The agreement is pending written finalisation.

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Strategic report Governance Financials Other information 248 Vodafone Group Plc  Annual Report on Form 20-F 2022 MTR Rates Country by region 20191 20201 20211 20221 Europe Germany (€ cents) 0.95 0.90 0.78 0.55 Italy (€ cents) 0.90 0.76 0.67 0.55 UK (GB£ pence) 0.489 0.479 0.468 0.391 Spain (€ cents) 0.67 0.64 0.64 0.55 Ireland (€ cents) 0.79 0.55 0.43 0.43 Portugal (€ cents) 0.39 0.39 0.36 0.36 Romania (€ cents) 0.96 0.76 0.76 0.55 Greece (€ cents) 0.946 0.622 0.622 0.55 Czech Republic (CZK) 0.248 0.248 0.248 0.141 Hungary (HUF) 1.71 1.71 1.71 1.675 Albania (ALL)2 1.22 1.11 1.11 1.11 Africa, Middle East and Asia Pacific Vodacom: South Africa (ZAR) 0.12 0.10 0.09 0.09 Vodacom: Democratic Republic of the Congo (USD) 2.00 2.00 2.00 2.00 Lesotho (LSL/ZAR) 0.15 0.12 0.09 0.09 Mozambique (meticash) (Dollar cents)3 0.39 0.37 0.31 0.25 Tanzania (Tanzanian shillings) 10.40 5.20 2.60 2.00 Turkey (lira) 0.03 0.03 0.03 0.03 Egypt (PTS/Piastres) 11.00 11.00 11.00 11.00 Ghana (peswas)4 4.00 2.80 2.80 2.45 Notes: 1. All MTRs are based on end of financial year values. 2. ALBANIA – There is no official decision so far regarding the reduction of the national MTRs below 1.11 ALL/min. In May 2021 the NRA approved the draft “Results of the cost model of wholesale mobile network services” based on a study by an external consultant. A glidepath was proposed aiming at a maximum MTR of 1.02 ALL/min in 2022 but the NRA never issued a decision imposing the mentioned reduction. 3. MOZAMBIQUE – New cost model completed and glidepath introduced from January 2021. 4. GHANA – The Ghanian Regulator has, since the declaration of MTN as Significant Market Power (‘SMP’), introduced asymmetrical MTRs. Vodafone Ghana pays 2.8 GHp (70% of 4 GHp) and receives 4 GHp from MTN. This 30% discount to operators not declared as having SMP may change subject to a period of 2 years when a new Market Review is to be conducted. Regulation (continued)

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Strategic report Governance Financials Other information 249 Vodafone Group Plc  Annual Report on Form 20-F 2022 Form 20-F cross reference guide No other information in this document is included in the 2022 Form 20-F or incorporated by reference into any filings by us under the Securities Act. Please see ‘Documents on display’ on page 237 for information on how to access the 2022 Form 20-F as filed with the SEC. The 2022 Form 20-F has not been approved or disapproved by the SEC nor has the SEC passed judgement upon the adequacy or accuracy of the 2022 Form 20-F. Item Form 20-F caption Location in this document Page 1 Identity of Directors, senior management and advisers Not applicable – 2 Offer statistics and expected timetable Not applicable – 3 Key information 3B Capitalisation and indebtedness Not applicable – 3C Reasons for the offer and use of proceeds Not applicable – 3D Risk factors Risk factors 59 to 64 4 Information on the Company 4A History and development of the Company History and development 240 Contact details Back cover Shareholder information: Contact details for Equiniti and EQ Shareholder Services 234 Shareholder information: Articles of Association and applicable English law 235 to 236 Strategic review 16 to 20 Note 1 ‘Basis of preparation’ 133 to 138 Note 2 ‘Revenue disaggregation and segmental analysis’ 139 to 144 Note 7 ‘Discontinued operations and assets held for sale’ 159 Note 11 ‘Property, plant and equipment’ 163 to 164 Note 27 ‘Acquisitions and disposals’ 199 to 200 Note 28 ‘Commitments’ 200 Documents on display 237 4B Business overview Our strategic framework 1 About Vodafone 2 to 3 Financial and non-financial performance 4 to 5 Chairman’s message 6 Chief Executive’s statement 7 Market and strategy 8 to 9 Mega trends 12 to 13 Strategic review 16 to 20 Our financial performance 24 to 33 Purpose, sustainability and responsible business 34 to 58 Note 2 ‘Revenue disaggregation and segmental analysis’ 139 to 144 Regulation 240 to 248 4C Organisation structure Note 31 ‘Related undertakings’ 205 to 213 Note 12 ‘Investments in associates and joint arrangements’ 165 to 170 Note 13 ‘Other investments’ 171 4D Property, plant and equipment Strategic review 16 to 20 Note 11 ‘Property, plant and equipment’ 163 to 164 4A Unresolved staff comments None – 5 Operating and financial review and prospects 5A Operating results Our financial performance 24 to 33 Cyber security 49 to 51 Note 21 ‘Borrowings’ 180 to 181 Regulation 240 to 248 5B Liquidity and capital resources Our financial performance: Cash flow and funding 31 to 33 Long-term viability statement 65 Directors’ statement of responsibility: Going concern 118 Note 19 ‘Cash and cash equivalents’ 176 Note 21 ‘Borrowings’ 180 to 181 Note 22 ‘Capital and financial risk management’ 182 to 191 Note 28 ‘Commitments’ 200 Note 29 ‘Contingent liabilities and legal proceedings’ 200 to 203 5C Research and development, patents and licences etc. Strategic review 16 to 20 Note 10 ‘Intangible assets’ 161 to 162 Regulation: Overview of spectrum licences 247 5D Trend information Financial and non-financial performance 4 to 5 Mega trends 12 to 13 Long-term viability statement 65 5E Critical accounting estimates Note 1 ‘Basis of preparation’ 133 to 138

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Strategic report Governance Financials Other information 250 Vodafone Group Plc  Annual Report on Form 20-F 2022 Item Form 20-F caption Location in this document Page 6 Directors, senior management and employees 6A Directors and senior management Our Board 73 to 74 Our governance structure 75 Division of responsibilities 76 6B Compensation Annual Report on Remuneration: 2022 Remuneration 99 to 109 Remuneration Policy 93 to 98 Note 23 ‘Directors and key management compensation’ 191 to 192 6C Board practices Shareholder information: Articles of Association and applicable English law 235 to 236 Remuneration Policy 93 to 98 Our Board 73 to 74 Nominations and Governance Committee 80 to 82 Audit and Risk Committee 83 to 88 ESG Committee 89 to 90 Remuneration Committee 91 to 92 Our governance structure 75 Division of responsibilities 76 6D Employees Our people strategy 21 to 23 Note 24 ‘Employees’ 192 6E Share ownership Annual Report on Remuneration: 2022 Remuneration 99 to 109 Remuneration Policy 93 to 98 All-employee share plans 103 Note 26 ‘Share-based payments’ 197 to 198 7 Major shareholders and related party transactions 7A Major shareholders Shareholder information: Major shareholders 235 7B Related party transactions Annual Report on Remuneration 99 to 109 Note 13 ‘Other investments’ 171 Note 23 ‘Directors and key management compensation’ 191 to 192 Note 29 ‘Contingent liabilities and legal proceedings’ 200 to 203 Note 30 ‘Related party transactions’ 204 7C Interests of experts and counsel Not applicable – 8 Financial information 8A Consolidated statements and other financial information Consolidated financial statements 129 to 214 Report of independent registered public accounting firm 125 to 128 Note 29 ‘Contingent liabilities and legal proceedings’ 200 to 203 Dividend rights 236 8B Significant changes Not applicable – 9 The offer and listing 9A Offer and listing details Capital structure and rights attaching to shares 114 9B Plan of distribution Not applicable – 9C Markets Capital structure and rights attaching to shares 114 9D Selling shareholders Not applicable – 9E Dilution Not applicable – 9F Expenses of the issue Not applicable – 10 Additional information 10A Share capital Not applicable – 10B Memorandum and Articles of Association Shareholder information 235 to 237 Description of securities registered Exhibit 2.7 10C Material contracts Shareholder information: Material contracts 237 10D Exchange controls Shareholder information: Exchange controls 237 10E Taxation Shareholder information: Taxation 238 to 239 10F Dividends and paying agents Not applicable – 10G Statements by experts Not applicable – 10H Documents on display Shareholder information: Documents on display 237 10I Subsidiary information Note 31 ’Related undertakings’ 205 to 213 Form 20-F cross reference guide (continued)

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Strategic report Governance Financials Other information 251 Vodafone Group Plc  Annual Report on Form 20-F 2022 Item Form 20-F caption Location in this document Page 11 Quantitative and qualitative disclosures about market risk Note 22 ‘Capital and financial risk management’ 182 to 191 12 Description of securities other than equity securities 12A Debt securities Not applicable – 12B Warrants and rights Not applicable – 12C Other securities Not applicable – 12D American depositary shares Fees payable by ADR holders Exhibit 2.6 13 Defaults, dividend arrearages and delinquencies Not applicable – 14 Material modifications to the rights of security holders and use of proceeds Not applicable – 15 Controls and procedures Cyber security 49 to 51 Governance 68 to 115 Directors’ statement of responsibility: Management’s report on internal control over financial reporting 118 Report of independent registered public accounting firm 125 to 128 16 Reserved 16A Audit Committee financial expert Audit and Risk Committee 83 16B Code of ethics Our US listing requirements 113 16C Principal accountant fees and services Note 3 ‘Operating profit’ 145 Board Committees: Audit and Risk Committee – External audit 87 16D Exemptions from the listing standards for audit committees Not applicable – 16E Purchase of equity securities by the issuer and affiliated purchasers Share buybacks 33 16F Change in registrant’s certifying accountant Not applicable – 16G Corporate governance Our US listing requirements 113 16H Mine safety disclosure Not applicable – 17 Financial statements Consolidated financial statements 129 to 214 18 Financial statements Consolidated financial statements 129 to 214 Report of independent registered public accounting firm 125 to 128 19 Exhibits Index of Exhibits –

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Strategic report Governance Financials Other information 252 Vodafone Group Plc  Annual Report on Form 20-F 2022 This document contains ‘forward-looking statements’ within the meaning of the US Private Securities Litigation Reform Act of 1995 with respect to the Group’s financial condition, results of operations and businesses, and certain of the Group’s plans and objectives. In particular, such forward- looking statements include statements with respect to: – the Group’s expectations and guidance regarding its financial and operating performance, the performance of associates and joint ventures, other investments and newly acquired businesses, preparation for 5G and expectations regarding customers; – intentions and expectations regarding the development of products, services and initiatives introduced by, or together with, Vodafone or by third parties; – expectations regarding the global economy and the Group’s operating environment and market position, including future market conditions, growth in the number of worldwide mobile phone users and other trends; – revenue and growth expected from Vodafone Business’ and total communications strategy; – mobile penetration and coverage rates, MTR cuts, the Group’s ability to acquire spectrum and licences, including 5G licences, expected growth prospects in the Europe and Rest of the World regions and growth in customers and usage generally; – anticipated benefits to the Group from cost-efficiency programmes, including their impact on the absolute indirect cost base; – possible future acquisitions, including increases in ownership in existing investments, the timely completion of pending acquisition transactions and pending offers for investments; – expectations and assumptions regarding the Group’s future revenue, operating profit, cash flow, depreciation and amortisation charges, foreign exchange rates, tax rates and capital expenditure; – expectations regarding the Group’s access to adequate funding for its working capital requirements and share buyback programmes, and the Group’s future dividends or its existing investments; – the impact of regulatory and legal proceedings involving the Group and of scheduled or potential regulatory changes; and – Climate change, including emissions targets, and other ESG targets. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as ‘will’, ‘anticipates’, ‘aims’, ‘could’, ‘may’, ‘should’, ‘expects’, ‘believes’, ‘intends’, ‘plans’ or ’targets’. By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, the following: – general economic and political conditions in the jurisdictions in which the Group operates and changes to the associated legal, regulatory and tax environments; – increased competition; – levels of investment in network capacity and the Group’s ability to deploy new technologies, products and services; – evolving cyber threats to the Group’s services and confidential data; – the Group’s ability to embed responses to climate-related risks into business strategy and operations. – rapid changes to existing products and services and the inability of new products and services to perform in accordance with expectations; – the ability of the Group to integrate new technologies, products and services with existing networks, technologies, products and services; – the Group’s ability to generate and grow revenue; – a lower than expected impact of new or existing products, services or technologies on the Group’s future revenue, cost structure and capital expenditure outlays; – slower than expected customer growth, reduced customer retention, reductions or changes in customer spending and increased pricing pressure; – the Group’s ability to extend and expand its spectrum resources, to support ongoing growth in customer demand for mobile data services; – the Group’s ability to secure the timely delivery of high-quality products from suppliers; – loss of suppliers, disruption of supply chains and greater than anticipated prices of new mobile handsets; – changes in the costs to the Group of, or the rates the Group may charge for, terminations and roaming minutes; – the impact of a failure or significant interruption to the Group’s telecommunications, networks, IT systems or data protection systems; – the Group’s ability to realise expected benefits from acquisitions, partnerships, joint ventures, franchises, brand licences, platform sharing or other arrangements with third parties; – acquisitions and divestments of Group businesses and assets and the pursuit of new, unexpected strategic opportunities; – the Group’s ability to integrate acquired business or assets; – the extent of any future write-downs or impairment charges on the Group’s assets, or restructuring charges incurred as a result of an acquisition or disposition; – developments in the Group’s financial condition, earnings and distributable funds and other factors that the Board takes into account in determining the level of dividends; – the Group’s ability to satisfy working capital requirements; – changes in foreign exchange rates; – changes in the regulatory framework in which the Group operates; – the impact of legal or other proceedings against the Group or other companies in the communications industry; and – changes in statutory tax rates and profit mix. A review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found under ‘Principal risk factors and uncertainties’ on pages 59 to 64 of this document. All subsequent written or oral forward-looking statements attributable to the Company or any member of the Group or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in this document will be realised. Subject to compliance with applicable law and regulations, Vodafone does not intend to update these forward-looking statements and does not undertake any obligation to do so. References in this document to information on websites, including other supporting disclosures located thereon such as videos, our ESG Addendum and our TCFD report, and/or social media sites are included as an aid to their location and such information is not incorporated in, and does not form part of, the 2022 Annual Report on Form 20-F. Ernst & Young LLP has neither examined, compiled, nor performed any procedures with respect to the forward-looking statements. Accordingly, Ernst & Young LLP does not express an opinion or provide any other form of assurance on such information. Forward-looking statements unaudited information

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Strategic report Governance Financials Other information 253 Vodafone Group Plc  Annual Report on Form 20-F 2022 The definitions of non-GAAP measures are included in the ‘Non-GAAP measures’ section on pages 223 to 233. 3G A cellular technology based on wide band code division multiple access delivering voice and faster data services. 4G 4G or long-term evolution (‘LTE’) technology offers even faster data transfer speeds than 3G/HSPA. 5G 5G is the fifth-generation wireless broadband technology which provides better speeds and coverage than the current 4G. ADR American depositary receipts is a mechanism designed to facilitate trading in shares of non-US companies in the US stock markets. The main purpose is to create an instrument which can easily be settled through US stock market clearing systems. ADS American depositary shares are shares evidenced by American depositary receipts. ADSs are issued by a depositary bank and represent one or more shares of a non-US issuer held by the depositary bank. The main purpose of ADSs is to facilitate trading in shares of non-US companies in the US markets and, accordingly, ADRs which evidence ADSs are in a form suitable for holding in US clearing systems. Adjusted EBITDAaL Adjusted EBITDAaL is operating profit after depreciation on lease-related right of use assets and interest on leases but excluding depreciation, amortisation and gains/losses on disposal of owned assets and excluding share of results of associates and joint ventures, impairment losses, restructuring costs arising from discrete restructuring plans, other income and expense and significant items that are not considered by management to be reflective of the underlying performance of the reporting segment. Africa Comprises the Vodacom Group and businesses in Egypt and Ghana. AGM Annual General Meeting. Applications (‘apps’) Apps are software applications usually designed to run on a smartphone or tablet device and provide a convenient means for the user to perform certain tasks. They cover a wide range of activities including banking, ticket purchasing, travel arrangements, social networking and games. For example, the MyVodafone app lets customers check their bill totals on their smartphone and see the minutes, texts and data allowance remaining. ARPU Average revenue per user, defined as customer revenue and incoming revenue divided by average customers. B2C Business-to-Consumer refers to the process of selling products and services directly between a business and consumers who are the end-users. Capital additions Comprises the purchase of property, plant and equipment and intangible assets, other than licence and spectrum payments and integration capital expenditure. Churn Total gross customer disconnections in the period divided by the average total customers in the period. Cloud services This means the customer has little or no equipment, data and software at their premises. The capability associated with the service is run from the Vodafone network and data centres instead. This removes the need for customers to make capital investments and instead they have an operating cost model with a recurring monthly fee. Common Functions Comprises central teams and business functions. Converged customer A customer who receives fixed and mobile services (also known as unified communications) on a single bill or who receives a discount across both bills. Depreciation and amortisation The accounting charge that allocates the cost of tangible or intangible assets, whether owned or leased, to the income statement over its useful life. The measure includes the profit or loss on disposal of property, plant and equipment, software and right-of-use assets. Eliminations Refers to the removal of intercompany transactions to derive the consolidated financial statements. Europe Comprises the Group’s European businesses and the UK. FCA Financial Conduct Authority. Financial services revenue Financial services revenue includes fees generated from the provision of advanced airtime, overdraft, financing and lending facilities, as well as merchant payments and the sale of insurance products (e.g. device insurance, life insurance and funeral cover). Fixed service revenue Service revenue relating to the provision of fixed line and carrier services. Fibre to the cabinet (‘FTTC’) Involves running fibre optic cables from the telephone exchange or distribution point to the street cabinets which then connect to a standard phone line to provide broadband. Fibre to the home (‘FTTH’) Provides an end-to-end fibre optic connection the full distance from the exchange to the customer’s premises. GAAP Generally Accepted Accounting Principles. GSMA Global System for Mobile Communications Association IAS 17 International Accounting Standard 17 ‘Leases’. The previous lease accounting standard that applied to the Group’s statutory results for all reporting periods up to and including the quarter ended 31 March 2019. ICT Information and communications technology. IFRS International Financial Reporting Standards. IFRS 15 International Financial Reporting Standard 15 ‘Revenue from Contracts with Customers’. The accounting policy adopted by the Group on 1 April 2018. IFRS 16 International Financial Reporting Standard 16 ‘Leases’. The accounting policy adopted by the Group on 1 April 2019. Incoming revenue Comprises revenue from termination rates for voice and messaging to Vodafone customers. Definition of terms unaudited information

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Strategic report Governance Financials Other information 254 Vodafone Group Plc  Annual Report on Form 20-F 2022 Integration capital expenditure Capital expenditure incurred in relation to significant changes in the operating model, such as the integration of recently acquired subsidiaries. Internet of Things (‘IoT’) The network of physical objects embedded with electronics, software, sensors, and network connectivity, including built-in mobile SIM cards, that enables these objects to collect data and exchange communications with one another or a database. LTM Last twelve months Mark-to-market Mark-to-market or fair value accounting refers to accounting for the value of an asset or liability based on the current market price of the asset or liability. Mbps Megabits (millions) of bits per second. Mobile broadband Mobile broadband allows internet access through a browser or a native application using any portable or mobile device such as smartphone, tablet or laptop connected to a cellular network. Mobile service revenue Service revenue relating to the provision of mobile services. Mobile termination rate (‘MTR’) A per minute charge paid by a telecommunications network operator when a customer makes a call to another mobile or fixed network operator. Mobile virtual network operator (‘MVNO’) Companies that provide mobile phone services under wholesale contracts with a mobile network operator, but do not have their own licence or spectrum or the infrastructure required to operate a network. Next-generation networks (‘NGN’) Fibre or cable networks typically providing high-speed broadband over 30Mbps. Net Promoter Score (‘NPS’) Net Promoter Score is a customer loyalty metric used to monitor customer satisfaction. Operating expenses (‘Opex’) Comprise primarily sales and distribution costs, network and IT related expenditure and business support costs. Other Europe Other Europe markets include Portugal, Ireland, Greece, Romania, Czech Republic, Hungary and Albania. Other Markets Other Markets comprise Turkey, Egypt and Ghana. Other revenue Other revenue principally includes equipment revenue, interest income, income from partner market arrangements and lease revenue, including in respect of the lease out of passive tower infrastructure. Partner markets Markets in which the Group has entered into a partner agreement with a local mobile operator enabling a range of Vodafone’s global products and services to be marketed in that operator’s territory and extending Vodafone’s reach into such markets. Penetration Number of SIMs in a country as a percentage of the country’s population. Penetration can be in excess of 100% due to customers owning more than one SIM. Petabyte A petabyte is a measure of data usage. One petabyte is a million gigabytes. Pps Percentage points. RAN Radio access network is the part of a mobile telecommunications system which provides cellular coverage to mobile phones via a radio interface, managed by thousands of base stations installed on towers and rooftops across the coverage area, and linked to the core nodes through a backhaul infrastructure which can be owned, leased or a mix of both. Reported growth Reported growth is based on amounts reported in euros and determined under IFRS. Restructuring costs Costs incurred by the Group following the implementation of discrete restructuring plans to improve overall efficiency. Retail service revenue Retail service revenue comprises Service revenue excluding Mobile Virtual Network Operator (‘MVNO’) and Fixed Virtual Network Operator (‘FVNO’) wholesale revenue. Revenue The total of Service revenue (defined below) and Other revenue (defined above). Roaming and Visitor Roaming: allows customers to make calls, send and receive texts and data on other operators’ mobile networks, usually while travelling abroad. Visitor: revenue received from other operators or markets when their customers roam on one of our markets’ networks. Smartphone penetration The number of smartphone devices divided by the number of registered SIMs (excluding data only SIMs) and telemetric applications. Service revenue Service revenue is all revenue related to the provision of ongoing services to the Group’s consumer and enterprise customers, together with roaming revenue, revenue from incoming and outgoing network usage by non-Vodafone customers and interconnect charges for incoming calls. SME Small and medium-sized enterprises. SOHO Small-Office-Home-Office customers. Spectrum The radio frequency bands and channels assigned for telecommunication services. Task Force on Climate-related Financial Disclosures (‘TCFD’) The TCFD has released recommendations which provide a global framework for companies and other organisations to develop more effective climate-related financial disclosures through their existing reporting processes. Vodafone Business Vodafone Business is part of the Group and partners with businesses of every size to provide a range of business- related services. Vodafone Procurement Company (‘VPC’) VPC is Vodafone’s procurement company, leading purchasing and supplier management for Vodafone as a whole. Based in Luxembourg, VPC was founded in 2008 and manages most of Vodafone’s spending with suppliers worldwide. VPC supports the needs of Vodafone’s operating companies and group functions, and sells procurement services to third parties. _VOIS Established in 2006, _VOIS (Vodafone Intelligent Solutions) has grown from a single entity service provider to a global purpose-driven company that provides a comprehensive portfolio of services to Vodafone and other telecommunications operators throughout the world. Definition of terms (continued) unaudited information

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References to Vodafone are to Vodafone Group Plc and references to Vodafone Group are to Vodafone Group Plc and its subsidiaries unless otherwise stated. Vodafone, the Vodafone Speech Mark Devices, Vodacom and The future is exciting. Ready? are trade marks owned by Vodafone. Other product and company names mentioned herein may be the trade marks of their respective owners. The content of our website (vodafone.com) should not be considered to form part of this Annual Report or our Annual Report on Form 20-F. © Vodafone Group 2022 Designed and produced by Black Sun plc Our purpose: Planet The paper content of this publication has been certifiably reforested via PrintReleaf – the world’s first platform to measure paper consumption and automate reforestation across a global network of reforestation projects. The cover and text are printed on Revive 100 uncoated, made entirely from de-inked post-consumer waste. This product is Forest Stewardship Council® (‘FSC’®) certified and produced using elemental chlorine free  (‘ECF’) bleaching. The manufacturing mill also holds ISO 14001 accreditation for environmental management. Certificate of Reforestation Printreleaf hereby certifies that Vodafone has offset the equivalent of 1,100,751 standard pages of paper consumption by reforesting 132 standard trees at the Reforestation Project located in Ireland. ACCOUNT ID ACT_B44719E7E15D TRANSACTION ID TX_6D9549DAE906 TRANSACTION DATE 2022-05-24 REFORESTATION PROJECT Ireland STANDARD PAGES 1,100,751 STANDARD TREES 132

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Vodafone Group Plc Vodafone House The Connection Newbury Berkshire RG14 2FN England Registered in England No. 1833679 Telephone +44 (0)1635 33251 vodafone.com Contact details Shareholder helpline Telephone +44 (0)371 384 2532 Investor Relations ir@vodafone.co.uk vodafone.com/investor Media Relations vodafone.com/media/contact Sustainability vodafone.com/sustainability