Recommendation: The Directors recommend that you vote 'FOR' all the Resolutions (1 to 26) at the AGM as they intend to do for their own shareholdings in Vodafone.

Full details of the Resolutions to be proposed at the AGM, with explanatory notes, are set out in the AGM Notice at vodafone.com/agm

Before completing the front and back of this form, please read the explanatory notes on the next page. These notes should be read together with the notes to the AGM Notice.

I/We appoint the Chairman of the meeting OR the following person (if anyone other than the Chair of the meeting is appointed as proxy, that person will not be permitted to attend the AGM):

Do not insert your own name(s)

to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at Vodafone's AGM, to be held on Tuesday, 28 July 2020 at 11.00 am and at any adjournment of the meeting. I/We would like my/our proxy to vote on the Resolutions proposed at the meeting as indicated on the back of this form. Where no indication is given, the proxy may vote as they see fit or abstain in relation to any business of the meeting.

*For the appointment of more than one proxy, please read note 1

EXT0261

You can submit your AGM proxy appointment and voting instructions:

Online – See note 7.

By Post – Return this form in the reply-paid envelope provided.

Please remember to sign the back of this form in the signature box and return it using the enclosed replypaid envelope to be received by Computershare by 11.00 am on Friday, 24 July 2020.

CREST – Via CREST Message – See note 8.

Your AGM proxy vote must be lodged no later than 11.00 am on Friday, 24 July 2020.

You can submit questions to the following email address [email protected] ahead of the AGM.

PIN:	SRN:
CONTROL
NUMBER:	916322

Electronic Shareholder Communications

Please join the growing number of shareholders who receive emails instead of hard copy shareholder communications such as Annual Reports and dividend confirmations.

Register online at investorcentre.co.uk/ecomms or supply your email address below and return this form in the reply-paid envelope provided.

The paper used is Elemental Chlorine Free, from a mill accredited to ISO 14001 and EMAS registered. Printed by ISO 9001 accredited printer.

Vodafone Group Plc

AGM Proxy Form

If you are making multiple proxy appointments, please tick here.

This form is issued only to the addressee(s) and is specific to the class of share and the unique designated account printed above. This personalised form is not transferable between different (i) account holders, (ii) classes of share, or (iii) uniquely designated accounts. Vodafone and Computershare accept no liability for any instruction that does not meet these conditions.

Vodafone Group Plc

ORD

The Vodafone Group Plc Annual Report 2020 'Full Annual Report'. vodafone.com/ar2020 and clicking on the link is available by visiting Vodafone's website at

The Notice of Meeting for the 2020 Annual explanatory notes) in its entirety. to read the Notice of Meeting (and accompanying clicking on the link 'AGM Notice'. You are advised at vodafone.com/agm and may be accessed by General Meeting is available on Vodafone's website

The Annual General Meeting will be held on RG14 2FN. House, The Connection, Newbury, Berkshire, 28 July 2020 at 11.00 am at the Pavilion, Vodafone

Go Green! If you receive paper documents attached and return it in the envelope provided. investorcentre.co.uk/ecomms or complete the form the Company's Registrars, Computershare, at you can either register your email address with and would prefer to receive an email in future,

Vodafone Group Plc

AGM Proxy Form

Please indicate your voting intention by marking in the relevant box alongside each Resolution. Your Directors recommend that you vote 'FOR' Resolutions 1 to 26.

	Resolutions			Resolutions
1	To receive the Company's accounts, the strategic report and reports of the Directors and the auditor for the year ended 31 March 2020		15	To declare a final dividend of 4.50 eurocents per ordinary share for the year ended 31 March 2020
2	To elect Jean-François van Boxmeer as a Director		16	To approve the Directors' Remuneration Policy set out on pages 102 to 107 of the Annual Report.
3	To re-elect Gerard Kleisterlee as a Director		17	To approve the Annual Report on Remuneration contained in the Remuneration Report of the Board
4	To re-elect Nick Read as a Director			for the year ended 31 March 2020
5	To re-elect Margherita Della Valle as a Director		18	To reappoint Ernst & Young LLP as the Company's auditor until the end of the next general meeting at which accounts are laid before the Company
6	To re-elect Sir Crispin Davis as a Director
7	To re-elect Michel Demaré as a Director		19	To authorise the Audit and Risk Committee to determine the remuneration of the auditor
8	To re-elect Dame Clara Furse as a Director		20	To authorise the Directors to allot shares
9	To re-elect Valerie Gooding as a Director		21	To authorise the Directors to dis-apply pre-emption rights†
10	To re-elect Renee James as a Director		22	To authorise the Directors to dis-apply pre-emption rights up to a further 5 per cent for the purposes of financing an acquisition or other capital investment†
11	To re-elect Maria Amparo Moraleda Martinez as a Director
12	To re-elect Sanjiv Ahuja		23	To authorise the Company to purchase its own shares†
13	as a Director To re-elect David Thodey		24	To authorise political donations and expenditure
14	as a Director To re-elect David Nish as a Director		25	To authorise the Company to call general meetings (other than AGMs) on 14 clear days' notice†
			26	To approve the rules of the Vodafone Share Incentive Plan (SIP)
		SIGN HERE		† Special Resolution

Any one joint holder may sign for joint holdings.

If this Form is signed by someone else on your behalf, their authority to sign must be returned with the Proxy Form.

If you are a registered shareholder of Vodafone Group Plc ('Vodafone'), you can attend, speak and vote at the AGM. Given the current uncertainty and the Company's desire to protect the health and safety of shareholders and employees, the AGM this year will be run as a closed meeting. Shareholders are encouraged to appoint the Chairman of the meeting as their proxy rather than a named person as if anyone other than the Chair of the meeting is appointed as proxy, that person will not be permitted to attend the meeting. If you are sending your AGM proxy form by post and you wish to appoint someone other than the Chairman of the meeting as your proxy, you must write their name in the space provided.

If you are appointing a proxy for less than your full number of shares, please write the number of shares for which your proxy is authorised to act in the box next to their name. If you leave that box blank, your proxy will be deemed to be authorised for your full voting entitlement (or if the proxy form has been issued for a designated account for a shareholder, the full voting entitlement for that designated account). If you complete the form but do not insert a name, the Chairman of the meeting will act as your proxy.

Fill in your voting instructions, sign the form and send it to the Company's Registrars, Computershare, in the envelope provided. Alternatively, you can submit your AGM proxy voting instructions online (or by CREST if you are a CREST user), as explained in notes 7 and 8.

If you wish to appoint more than one proxy, you can request an additional proxy form from Computershare's helpline on +353 (0) 818 300 999* for shareholders resident in the Republic of Ireland or +44 (0) 370 702 0198* for shareholders resident in the UK and in other countries or you may photocopy this form. Please write the number of shares for which each proxy is authorised to act in the box next to their name. Please also tick the relevant box if you are appointing more than one proxy. All forms must be signed and returned together in the same envelope.

The number of votes you may cast at the AGM and whether you may attend will depend on whether you are on Vodafone's shareholder register at 8.00 pm on Friday, 24 July 2020 or, if the meeting is adjourned, 48 hours (excluding non-working days) before the time set for the adjourned meeting. In each case, changes to the shareholder register after that time will not be taken into account.

Vodafone gives you a 'vote withheld' option to allow you to abstain on any particular Resolution. However, if you withhold your vote, it will not be counted in the proportion of the votes 'For' and 'Against' a Resolution, as a withheld vote is not a vote in law.

If you hold your shares jointly with someone else, either you or they may sign the form.

If you hold your shares jointly, and more than one of the joint shareholders votes, only the vote of the person whose name appears first on the shareholder register will be valid.

1. Where a shareholder is a corporation, this form must be executed under common seal or signed by an officer or other duly authorised person, stating their capacity.
1. To be valid Computershare must receive your AGM proxy vote by post, online or via CREST message by no later than 11.00 am on Friday, 24 July 2020.
1. Completing and returning this form does not stop you from coming to the meeting and voting in person.
1. If you would like to submit your AGM proxy vote online, you can do so on our website vodafone.com/agm by selecting the 'Vote Online' link and following the instructions. You will need the Control Number and your unique PIN and Shareholder Reference Number (SRN) printed on the front of the proxy form to log in. The PIN will expire at the end of the voting period. You can access the site from an internet enabled device.
1. If you use the CREST system (including if you are a CREST personal member) you may appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. The CREST message must be received by Computershare (ID number 3RA50) not later than 11.00 am on Friday, 24 July 2020. The time of receipt will be taken to be the time from which Computershare can retrieve the message (as determined by the timestamp generated by the CREST system). If you are a CREST personal member or a CREST sponsored member, you should contact your CREST sponsor for help with appointing a proxy via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual (available via euroclear.com). Vodafone may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
1. The front of this form shows how your address appears on the shareholder register. If this information is incorrect please call the Registrars' helpline on the telephone numbers given above, or contact the Investor Centre at investorcentre.co.uk to request a change of address form or to update your details online.
* Lines are open from 8.30 am to 5.30 pm (UK time), Monday to Friday (excluding public holidays).