Vodafone Group PLC — Capital/Financing Update 2014

Sep 2, 2014

SUPPLEMENTARY PROSPECTUS 2 SEPTEMBER

Vodafone Group Plc

with limited

€30,000,000,000

Euro Medium Term Note Programme Euro Medium

This Supplement (the " which constitute of Article 5.4 of to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the " respect of all Notes other than Exem Services and Markets Act 2000 (the " Euro Medium Term Note Programme (the " "Issuer"). Supplement constitutes a base prospectus Directive 2003/71/EC implemented the other Terms defined in the Prospectus have the same meaning when used in this Supplement. between (a) Supplement ference (incorporated with limited liability in England and Wales) "Supplement a and " disclosed this the Prospectus of the DATED Supplement") to the Prospectus dated base in respect of all Notes other than Exempt Notes (which includes the amendme Prospectus Directive Exempt Notes FSMA") and is prepared in connection with the the (which includes ") pt for the purposes of Section 87G of the Financial Programme rein reference. or 2 SEPTEMBER 2014 4 August 2014 amendments made by Directive 2010/73/EU "), constitutes a supplementary prospectus purposes 87G ") established by Vodafone Group Plc (the nts , supplementary Group ratings of the Issuer (the "Prospectus for the purposes €30,000,000,000 "), in 30,000,000,000

The purpose of this Supplement is to defined in to:

• (a) update the disclosure in the Prospectus to include the agreed acquisition of 72.7% of Hellas Online SA (" update Prospectus HOL this Supplement the ") by Vodafone Greece; an and
• (b) update the disclosure in the Moody's Investors Service Espa by Prospectus España S.A. (" relating to the a Moody's to credit rating Moody's") and Fitch Ratings Ltd. (" provided by Fitch"),

each as described further below below.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge the information contained in this Supplement is in anything likely to affect the import of such information. update as for the and belief To of the Issuer (having taken all reasonable care to ensure that such is the case) is .that the the Prospectus to, herein or therein by reference. accordance with the facts and does not omit Fitch by

The Prospectus, be viewed on the website of the Regulatory News Service plc at www.londonstockexchange.com/exchange/news/market the import this Service Supplement and the documents incorporated by reference in the Prospectus can not operated by the London Stock Exchange www.londonstockexchange.com/exchange/news/market-news/market news/market-news news-home.html.

This Supplement documents which are incorporated he inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in, or incorporated by reference in, the Prospectus is supplemental to, and should be read in conjunction with, the on of conjunction (a) any in, Prospectus, the statements in (a) above will prevail. To the extent that there is any Prospectus and all

Save as disclosed in this Supplement relating to information included in the Prospectus has arisen or been noted, as the the publication of the Prospectus. Supplement, no other significant new factor, material mistake or inaccuracy case may be, since

Vodafone Greece agrees to acquire 72.7% of Hellas Online

On 22 August 2014, the Issuer announced that Vodafone Greece has agreed to acquire 72.7% of the share capital of HOL from the Intracom Group ("Intracom") and World Equities Investments Holdings SA ("WEI") for a total cash consideration of €72.7 million (the "Transaction"). Completion of the Transaction is subject to a number of conditions, including antitrust clearance by the relevant competent authorities.

Credit ratings provided by Moody's and Fitch

As at the date of this Supplement, the Issuer's senior unsecured rating has been downgraded by Moody's to "Baa1" from "A3", and by Fitch to "BBB+" from "A-".

Moody's and Fitch are established in the European Union and are registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. In general, European regulated investors are restricted under the CRA Regulation from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the European Union and registered under the CRA Regulation (and such registration has not been withdrawn or suspended). A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.