Vodafone Group PLC — Capital/Financing Update 2014

Dec 1, 2014

27 November 2014

Vodafone Group Plc Issue of €331,500,000 2.750 per cent. Notes due 1 December 2034 under the €30,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 4 August 2014 and the supplementary prospectuses dated 2 September 2014 and 11 November 2014 which together constitute a base prospectus for the purposes of Directive 2003/71/EC (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus as so supplemented. The Prospectus and the supplementary prospectuses have been published on the website of the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news-home.html.

1.	Issuer:		Vodafone Group Plc
2.	(i)	Series Number:	48
	(iii)	Tranche Number:	1
3.	Specified Currency or Currencies:		Euro $(\epsilon)$
4.	Aggregate Nominal Amount:
		Series:	€331,500,000
		Tranche:	€331,500,000
5.	Issue Price:		100.00 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denomination(s):	€100,000
	(ii)	Calculation Amount:	€100,000
7.	Issue Date and Interest Commencement Date:		1 December 2014
8.	Maturity Date:		1 December 2034
9.	Interest Basis:		2.750 per cent. Fixed Rate (see paragraph 14 below)
10.	Redemption Basis:		Redemption at par
11.	Change of Interest Basis or Redemption Basis:		Not Applicable
12.	Put/Call Options:		Not Applicable

$13.$ Date of Board approval for 28 July 2014 issuance of Notes:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.	Fixed Rate Note Provisions		Applicable
	(i)	Rate(s) of Interest:	2.750 per cent. per annum payable in arrear on each Interest Payment Date
	(ii) Interest Payment Date(s): (iii) Interest Payment Date Adjustment:		1 December in each year, commencing on 1 December 2015, up to and including the Maturity Date
			Not Applicable
	(iv)	Additional Business Centre(s):	Not Applicable
	Fixed Coupon (v) Amount(s): Broken Amount(s): (vi)		€2,750 per Calculation Amount
			Not Applicable
	Fixed Day Count (vii) Fraction:	Actual/Actual (ICMA)
	(viii)	Determination Date:	1 December in each year
15.	Floating Rate Note Provisions		Not Applicable
16.	Zero Coupon Note Provisions		Not Applicable
17.	Inflation Linked Interest Note Provisions		Not Applicable
PROVISIONS RELATING TO REDEMPTION

18.	Issuer Call	Not Applicable

• Investor Put Not Applicable 19.
• 1. Final Redemption Amount €100,000 per Calculation Amount
• €100,000 per Calculation Amount $21.$ Early Redemption Amount

Early Redemption Amount payable on redemption for taxation reasons or on event of default or other early redemption:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Form of Notes: 22.

	(a)	Form:	Bearer Notes
			Bearer Notes:
			Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
	(b)	New Global Note:	Yes
23.		Additional Financial Centre(s) or other special provisions relating to Payment Days:	Not Applicable
24.	Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):		No

PROVISIONS RELATING TO RMB NOTES

• 1. Renminbi Currency Event: Not Applicable
• 1. Calculation Agent: Not Applicable

Signed on behalf of the Issuer:

word By: $M + L$
Duly authorised

PART B - OTHER INFORMATION

$1.$ Listing and Admission to Trading:

(i)	Listing and admission to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and on the Regulated Unofficial Market of the Stuttgart Stock Exchange (Baden- Württembergische Wertpapierbörse) with effect from 1 December 2014.
(ii)	Estimate of total expenses related to admission to trading:	£4,100
Ratings:		The Notes to be issued are expected to be rated:

$2.$

The Notes to be issued are expected to be rated: Standard & Poor's: A-Moody's: Baa1

3. Interests of Natural and Legal Persons Involved in the Issue:

Save for any fees payable to HSBC Bank plc, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. HSBC Bank plc and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

$\overline{4}$ . Yield:

Indication of yield: 2.750 per cent. per annum

5. TEFRA Rules

Whether TEFRA D/TEFRA C TEFRA D applicable or TEFRA rules not applicable:

6. Operational Information:

(i)	ISIN Code:	XS1143270343

• $(ii)$ Common Code: 114327034
• CUSIP: $(iii)$ Not Applicable
• $(iv)$ CINS: Not Applicable
• Any clearing system(s) Not Applicable $(v)$ other than Euroclear, Clearstream, Luxembourg and DTC (together with the address of each such clearing system) and the relevant identification number(s):

Intended to be held in Yes $(\mathsf{vi})$ a manner which would allow Eurosystem eligibility: