Vodafone Group PLC — Capital/Financing Update 2016

Feb 24, 2016

24 February 2016

Vodafone Group Plc

Issue of €1,750,000,000 Floating Rate Notes due February 2019 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 12 January 2016 and the supplementary prospectus dated 18 February 2016 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: 52
   (ii) Tranche Number: 1
3. Specified Currency or Currencies: Euro (€)
4. Aggregate Nominal Amount:
5. Series: €1,750,000,000
6. Tranche: €1,750,000,000
7. Issue Price: 100.00 per cent. of the Aggregate Nominal Amount
8. (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
9. Issue Date and Interest Commencement Date: 25 February 2016
10. Maturity Date: Interest Payment Date falling in or nearest to February 2019
11. Interest Basis: 3 month EURIBOR + 0.950 per cent. Floating Rate (see paragraph 15 below)
12. Redemption Basis: Redemption at par
13. Change of Interest Basis or Redemption Basis: Not Applicable
14. Put/Call Options: Change of Control Put Option (see paragraph 20 below)

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1. Date of Board approval for issuance of Notes: 3 February 2015, 3 November 2015 and 22 February 2016

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions: Not Applicable

2. Floating Rate Note Provisions: Applicable

(i) Specified Period(s)/Specified Interest Payment Dates: 25 May, 25 August, 25 November and 25 February in each year from, and including, 25 May 2016 up to, and including, the Maturity Date, in each case subject to adjustment in accordance with the Business Day Convention specified in paragraph 15(ii) below

(ii) Business Day Convention: Modified Following Business Day Convention

(iii) Additional Business Centre(s): Not Applicable

(iv) Manner in which the Rate of Interest and Interest Amount is to be determined: Screen Rate Determination

(v) Party responsible for calculating the Rate of Interest and Interest Amount (if not the Issuing and Principal Paying Agent): Not Applicable

(vi) Screen Rate Determination: Applicable
- Reference Rate: 3 month EURIBOR
- Relevant Screen Page: Reuters EURIBOR01

(vii) ISDA Determination: Not Applicable

(viii) Linear Interpolation: Not Applicable

(ix) Margin(s): + 0.950 per cent. per annum

(x) Minimum Rate of Interest: 0.000 per cent.

(xi) Maximum Rate of Interest: Not Applicable

(xii) Day Count Fraction: Actual/360

1. Zero Coupon Note Provisions: Not Applicable

2. Inflation Linked Interest Note Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION

1. Issuer Call: Not Applicable

2. Investor Put: Not Applicable

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1. Change of Control Put Option Applicable
   (i) Optional Redemption Amount: €1,010 per Calculation Amount
   (ii) Put Period: As set out in the Terms and Conditions
   (iii) Put Date: As set out in the Terms and Conditions

2. Final Redemption Amount €1,000 per Calculation Amount

3. Early Redemption Amount €1,000 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

1. 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

2. Additional Financial Centre(s) or other special provisions relating to Payment Days: London

3. 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
2. Calculation Agent: Not Applicable

Signed on behalf of the Issuer:

By: handwritten signature
Duly authorised

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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 with effect from 25 February 2016.

(ii) Estimate of total expenses related to admission to trading: £3,650

1. Ratings:

The Notes to be issued are expected to be rated:
Standard & Poor's Credit Market Services Europe Limited: BBB+ (stable)
Moody's Investors Service España S.A.: Baa1 (stable)
Fitch Ratings Ltd.: BBB+ (stable)

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

Save for any fees payable to Commerzbank Aktiengesellschaft, Deutsche Bank AG, London Branch, ING Bank N.V. and Merrill Lynch International (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.

1. TEFRA Rules

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

1. Operational Information:

(i) ISIN: XS1372838083
(ii) Common Code: 137283808
(iii) CUSIP: Not Applicable
(iv) CINS: Not Applicable
(v) Any clearing system(s) other than Euroclear, Clearstream, Luxembourg and DTC (together with the address of each such clearing system) and the relevant identification number(s): Not Applicable
(vi) Intended to be held in a manner which would allow Eurosystem eligibility: Yes

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