Vodafone Group PLC — Capital/Financing Update 2015

Nov 16, 2015

Vodafone Group Plc Issue of €750,000,000 0.875 per cent. Notes due 17 November 2020 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 2015 and the supplementary prospectus dated 11 November 2015 which together constitute a base prospectus for the purposes of Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure 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 prospectus 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:	49
	(iii)	Tranche Number:	1
3.	Specified Currency or Currencies:		Euro $(\epsilon)$
4.	Aggregate Nominal Amount:
		Series:	€750,000,000
	alar Alan	Tranche:	€750,000,000
5.	Issue Price:		99.587 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denomination(s):	€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Notes in definitive form will be issued with a denomination above €199,000.
	(ii)	Calculation Amount:	€1,000
7.	Issue	Interest Date and Commencement Date:	17 November 2015
8.	Maturity Date:		17 November 2020
9.	Interest Basis:		0.875 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 issuance of Notes:		3 February 2015 and 3 November 2015

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.	Fixed Rate Note Provisions		Applicable
	(i)	Rate(s) of Interest:	0.875 per cent. per annum payable in arrear on each Interest Payment Date
	(ii) Interest Payment Date(s):		17 November in each year, commencing on 17 November 2016, up to and including the Maturity Date
	(iii)	Interest Payment Date Adjustment:	Not Applicable
	(iv)	Additional Business Centre(s):	$\approx$ Not Applicable
	(v)	Fixed Coupon Amount(s):	€8.75 per Calculation Amount
	(vi)	Broken Amount(s):	¥ Not Applicable
	(vii)	Fixed Day Count Fraction:	Actual/Actual (ICMA)
	(viii)	Determination Date:	17 November in each year
15.	Floating Rate Note Provisions		Not Applicable
16.	Zero Coupon Note Provisions		Not Applicable
17.	Provisions	Inflation Linked Interest Note	Not Applicable
PROVISIONS RELATING TO REDEMPTION
18.	Issuer Call		Not Applicable
19.	Investor Put		Not Applicable
20.	Final Redemption Amount		€1,000 per Calculation Amount
21.	Early Redemption Amount		€1,000 per Calculation Amount
	redemption:	Early Redemption Amount payable on redemption for taxation reasons or on event of default or other early
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22.	Form of Notes:			托门
	(a)	Form:	Bearer Notes
	$\mathbf{v}$		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

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• Additional Financial Centre(s) or Not Applicable 23. other special provisions relating to Payment Days:
• Talons for future Coupons to be $\mathsf{No}$ 24. attached to Definitive Notes (and dates on which such Talons mature):

PROVISIONS RELATING TO RMB NOTES

1. Renminbi Currency Event: Not Applicable

2. Calculation Agent: Not Applicable

Signed on behalf of the Issuer:

By: Duly authorised

WF Garnon
NEIL GARROD

PART B - OTHER INFORMATION

1. Listing and Admission to Trading:

• Listing and admission to Application has been made by the Issuer (or on its behalf) for the Notes to be admitted $(i)$ trading: to trading on the London Stock Exchange's regulated market with effect from 17 November 2015.
• £3,650 $(ii)$ Estimate of total expenses related to admission to trading:
• $\overline{2}$ . The Notes to be issued are expected to be rated: Ratings: Standard & Poor's: BBB+ (stable) Moody's: Baa1 (stable) Fitch: BBB+ (stable)
• 1. Interests of Natural and Legal Persons Involved in the Issue:

Save for any fees payable to BNP Paribas, Commerzbank Aktiengesellschaft and Société Générale (the "Joint Lead Managers"), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Joint Lead Managers and their 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.

Yield: 4.

Indication of yield:

0.960 per cent. per annum

5. TEFRA Rules

Whether TEFRA D applicable or TEFRAD TEFRA rules not applicable:

Operational Information: $6.$

• $(i)$ ISIN: XS1323028479 $(ii)$ Common Code: 132302847 CUSIP: Not Applicable $(iii)$ CINS: Not Applicable $(iv)$ 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):
• $(vi)$ Intended to be held in a Yes manner which would allow Eurosystem eligibility:

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