Vodafone Group PLC — Capital/Financing Update 2015

Dec 2, 2015

FINAL TERMS

Vodafone Group Plc Issue of USD 186,000,000 5.35 per cent. Notes due 3 December 2045 under the EUR 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 been published on the website of the London Stock Exchange prospectus have at www.londonstockexchange.com/exchange/news/market-news-home.html.

1.	Issuer:			Vodafone Group Plc
2.	(i)	Series Number:		50
	(ii)	Tranche Number:		1
3.	Currencies:	Specified Currency or		United States Dollars (USD)
4.		Aggregate Nominal Amount:
		Series:		USD 186,000,000
		Tranche:		USD 186,000,000
5.	Issue Price:			100.00 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denomination(s):		USD 250,000
	(ii)	Calculation Amount:		USD 250,000
7.	Issue	Date and Commencement Date:	Interest ÿ.	3 December 2015
8.	Maturity Date:			3 December 2045
9.	Interest Basis:			5.35 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:	5.35 per cent. per annum payable in arrear on each Interest Payment Date
	(ii)	Interest Payment Date(s):	3 December in each year, commencing on 3 December 2016, up to and including the Maturity Date
	(iii)	Interest Payment Date Adjustment:	Not Applicable
	(iv)	Additional Business Centre(s):	Not Applicable
	(v)	Fixed Coupon Amount(s):	USD 13,375 per Calculation Amount
	(vi)	Broken Amount(s):	Not Applicable
	(vii)	Fixed Day Count Fraction:	30/360
	(viii)	Determination Date:	Not Applicable
15.	Floating Rate Note Provisions		Not Applicable
16.	Zero Coupon Note Provisions		Not Applicable
17.	Inflation Linked Interest Note Provisions Ř,		Not Applicable
		PROVISIONS RELATING TO REDEMPTION
18.	Issuer Call		Not Applicable
19.	Investor Put		Not Applicable
20.	Final Redemption Amount		USD 250,000 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:		USD 250,000 per Calculation Amount

$\widetilde{\mathbb{R}}$

GENERAL PROVISIONS APPLICABLE TO THE NOTES

22.	Form of Notes:
	(a)	Form:	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:	No
23.	Additional Financial Centre(s) or other special provisions relating to Payment Days:		London, New York and Taipei
24.	Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):		Yes, as the Notes have more than 27 coupon payments, Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made
	PROVISIONS RELATING TO RMB NOTES
25.		Renminbi Currency Event:	Not Applicable
26.		Calculation Agent:	Not Applicable

Signed on behalf of the Issuer:

$By: M.$ Duly authorised NEL GARROD

PART B - OTHER INFORMATION

$\mathbf{1}$ . Listing and Admission to Trading:

• Application is expected to be made by the Issuer (or on its behalf) for the $(i)$ Listing and admission to Notes to be (i) listed on the Official List of the UK Listing Authority and trading: admitted to trading on the regulated market of the London Stock Exchange with effect from 3 December 2015, and (ii) listed on the Taipei Exchange in the Republic of China (the TPEx) (formerly known as the GreTai Securities Market) for the listing and trading of the Notes on the TPEx. The TPEx is not responsible for the content of this document and the Prospectus and any supplement or amendment thereto and no representation is made by the TPEx to the accuracy or completeness of this document and the Prospectus and any supplement or amendment thereto. The TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this document and the Prospectus and any supplement or amendment thereto. Admission to the listing and trading of the Notes on the TPEx shall not be taken as an indication of the merits of the Issuer or the Notes. The Notes will be traded on the TPEx pursuant to the applicable rules of the TPEx. Effective date of listing of the Notes on the TPEx is on or about 3 December 2015. $(i)$ Estimate of total GBP 3,650 $+$ VAT in relation to admission to trading of the Notes on the expenses related to regulated market of the London Stock Exchange and NTD 15,000 in admission to trading:
• $2.$ Ratings: The Notes to be issued have not been rated
• 1. Interests of Natural and Legal Persons Involved in the Issue:

Save for any fees payable to the Manager, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Manager 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.

relation to the listing and trading of the Notes on the TPEx.

$\overline{4}$ . Yield:

Indication of yield:

5.35 per cent. per annum

1. TEFRA Rules

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

6. Operational Information:

(i)	ISIN:	XS1325769716
(ii)	Common Code:	132576971
(iii)	CUSIP:	Not Applicable
(iv)	CINS:	Not Applicable

$(\mathsf{v})$ Any clearing system(s) 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 No manner which would allow Eurosystem eligibility: