Vodafone Group PLC — Capital/Financing Update 2017

Jun 27, 2017

26 June 2017

Vodafone Group Plc Issue of HKD 455,000,000 2.85 per cent. Notes due 28 June 2027 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 16 December 2016 and the supplementary prospectuses dated 2 February 2017 and 24 May 2017 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 prospectuses have been published the website of the London Stock Exchange on $at$ www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

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1.	Issuer:		Vodafone Group Plc
2.	(i)	Series Number:	69
	(ii)	Tranche Number:	1
3.	Specified Currency or Currencies:		Hong Kong Dollar ("HKD")
4.		Aggregate Nominal Amount:
		Series:	HKD 455,000,000
		Tranche:	HKD 455,000,000
5.	Issue Price:		100.00 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denomination(s):	HKD 1,000,000
	(ii)	Calculation Amount:	HKD 1,000,000
7.	Issue Date and Interest Commencement Date:		28 June 2017
8.	Maturity Date:		28 June 2027
9.	Interest Basis:		2.85 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:		Change of Control Put Option
			(see paragraph 20 below)

$13.$ Date of Board approval for issuance 24 January 2017 of Notes:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.		Fixed Rate Note Provisions	Applicable
	(i)	Rate(s) of Interest:	2.85 per cent. per annum payable in arrear on each Interest Payment Date
	(ii)	Interest Payment Date(s):	28 June in each year, from and including 28 June 2018 up to and including the Maturity Date
	(iii)	Interest Payment Date Adjustment:	Applicable, adjusted in accordance with the Following Business Day Convention
	(iv)	Additional Business Centre(s):	Hong Kong, London, New York and TARGET
	(v)	Fixed Coupon Amount(s):	Not Applicable
	(vi)	Broken Amount(s):	Not Applicable
	(vii)	Fixed Day Count Fraction:	Actual/365 (Fixed)
	(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		Not Applicable
PROVISIONS RELATING TO REDEMPTION
18.	Issuer Call		Not Applicable
19.	Investor Put		Not Applicable
20.	Change of Control Put Option		Applicable
	(i)	Optional Redemption Amount:	HKD 1,010,000 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
21.	Final Redemption Amount		HKD 1,000,000 per Calculation Amount

$22.$ Early Redemption Amount

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

HKD 1,000,000 per Calculation Amount

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redemption:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

23.	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:	No
24.	Additional Financial Centre(s) or other special provisions relating to Payment Days:		Hong Kong, London, New York, TARGET
25.	Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):		No
	PROVISIONS RELATING TO RMB NOTES
26.		Renminbi Currency Event:	Not Applicable
27.		Calculation Agent:	Not Applicable

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Signed on behalf of the Issuer:

Garred-By: NE

PART B - OTHER INFORMATION

$\mathbf{1}$ . 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 28 June 2017
(ii)	Estimate of total expenses related to admission to trading:	GBP 1,750
Ratings:		The Notes to be issued are expected to be rated: Standard & Poor's: BBB+
		Moody's: Baa1

$\overline{3}$ . Interests of Natural and Legal Persons Involved in the Issue:

Save for any fees payable to J.P. Morgan Securities plc (the "Dealer"), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer 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.

2.85 per cent. per annum

Yield: $\overline{4}$ .

$\overline{2}$ .

Indication of yield:

TEFRA Rules TEFRAD 5.

Whether TEFRA D applicable or TEFRA rules not applicable:

6. Operational Information:

• $(i)$ ISIN: XS1634541574 $(ii)$ Common Code: 163454157 $(iii)$ CUSIP: Not Applicable
• CINS: $(iv)$ Not Applicable
• $(v)$ 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 manner which would allow Eurosystem eligibility:

No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of Euroclear Bank SA/NV and/or Clearstream Banking SA (together, the "ICSDs") as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the European Central Bank being satisfied that Eurosystem eligibility criteria have been met.