Vodafone Group PLC — Capital/Financing Update 2015

Nov 23, 2015

FINAL TERMS

23 November 2015

Vodafone Group Plc Issue of NOK 850,000,000 3.2150 per cent. Notes due 27 November 2025 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 which constitutes 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. The Prospectus has been published on the website of the London Stock Exchange at www.londonstockexchange.com/exchange/news/marketnews-home.html.

1.	Issuer:		Vodafone Group Plc
2.	(i)	Series Number:	51
	(i)	Tranche Number:	$\ddagger$
	(iii)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
3.	Currencies:	Specified Currency or	Norwegian Krone ('NOK')
4.		Aggregate Nominal Amount:
		Series: $\label{eq:1} \mathcal{L}{\mathcal{P}}(\mathbf{r}) = \mathcal{L}{\mathcal{P}}(\mathbf{r})$	NOK 850,000,000
		Tranche:	NOK 850,000,000
5.	Issue Price:		100.00 per cent. of the Aggregate Nominal Amount
6.	Specified (i) Denomination(s):		NOK 1,000,000
	$\cdot$ (ii)	Calculation Amount:	NOK 1,000,000
7.	Issue Date		27 November 2015
8.	Maturity Date:		27 November 2025
9.	Interest Basis:		3.2150 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
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.	Fixed Rate Note Provisions		Applicable
	(i)	Rate(s) of Interest:	3.2150 per cent. per annum payable in arrear on each Interest Payment Date
	(ii)	Interest Payment Date(s):	27 November in each year up to and including the Maturity Date
	(iii)	Additional Business Centre(s):	Not Applicable
	(iv)	Fixed Coupon Amount(s):	NOK 32,150 per Calculation Amount
	(v)	Broken Amount(s):	Not Applicable
	(vi)	Fixed Day Count Fraction:	30/360
	(vii)	Determination Date:	Not Applicable
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
19.	Investor Put		Not Applicable

20.	Final Redemption Amount		NOK 1,000,000 per Calculation Amount
21.	Early Redemption Amount		NOK 1,000,000 per Calculation 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
22.		Form of Notes:
	(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
25.		Renminbi Currency Event:	Not Applicable
		Calculation Agent:	Not Applicable
	Signed on behalf of the Issuer:

By: $\bigwedge_{\text{Duly authorized}}$ $\int_{0}^{C_{1}}$

$\overline{\Omega}$

Ä.

PART B - OTHER INFORMATION

$1.$ Listing and Admission to Trading: Application has been made by the Issuer (or on its behalf) for the Notes to $(i)$ Listing and admission to be admitted to trading on the London Stock Exchange's regulated market trading: with effect from 27 November 2015. GBP 7,500 $(ii)$ Estimate of total expenses related to admission to trading: Ratings: The Notes to be issued have not been rated $2.$ Interests of Natural and Legal Persons Involved in the Issue: 3. Save for any fees payable to the 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. 4. Fixed Rate Notes only - Yield: Indication of yield: 3.2150 per cent. per annum 5. TEFRA Rules Whether TEFRA D applicable or TEFRA D TEFRA rules not applicable: 6. Operational Information: $(i)$ ISIN: XS1325859897 $(ii)$ Common Code: 132585989 CUSIP: Not Applicable $(iii)$ $(iv)$ CINS: Not Applicable Any clearing system(s) $(v)$ Not Applicable 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 Eurosystem allow eligibility:

ķ,