Vodafone Group PLC — Capital/Financing Update 2017

Jul 6, 2017

5 July 2017

Vodafone Group Plc Issue of NOK 500,000,000 Fixed Rate Notes due 6 July 2027 under the €30,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

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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 prospectus dated 2 February 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 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:	71
	(iii)	Tranche Number:	1
3.	Specified Currency or Currencies:		Norwegian Krone ("NOK")
4.	Aggregate Nominal Amount:
		Series:	NOK500,000,000
		Tranche:	NOK500,000,000
5.	Issue Price:		100.00 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denomination(s):	NOK1,000,000
	(ii)	Calculation Amount:	NOK1,000,000
7.	(i)	Issue Date and Interest Commencement Date:	6 July 2017
8.	Maturity Date:		6 July 2027

9.		Interest Basis:	2.925 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:	24 January 2017
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.		Fixed Rate Note Provisions	Applicable
	(i)	Rate(s) of Interest:	2.925 per cent. per annum payable in arrear on each Interest Payment Date
	(ii)	Interest Payment Date(s):	6 July in each year up to and including the Maturity Date
	(iii)	Interest Payment Date Adjustment:	Not Applicable
	(iv)	Fixed Coupon Amount(s): (Applicable to Notes in definitive form)	NOK29,250 per Calculation Amount
	(v)	Broken Amount(s): (Applicable to Notes in definitive form)	Not Applicable
	(vi)	Fixed Day Count Fraction:	30/360
	(vii)	Determination Date:	Not Applicable
15.	Provisions	Floating Rate Note	Not Applicable
16.		Zero Coupon Note Provisions	Not Applicable
17.	Inflation Linked Interest Note Provisions		Not Applicable

PROVISIONS RELATING TO REDEMPTION

• 1. Issuer Call

Not Applicable

1. Investor Put Not Applicable

20. Change of Control Put Option Applicable

• $(i)$ Optional Redemption Amount: NOK 1,010,000 per Calculation Amount
• $(ii)$ Put Period: As set out in the Terms and Conditions
• $(iii)$ Put Period: As set out in the Terms and Conditions
• $21.$ Final Redemption Amount NOK1,000,000 per Calculation Amount

$22.$ Early Redemption Amount

NOK1,000,000 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

23. Form of Notes:

24.

25.

$(a)$ Form: Bearer Notes Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive only upon an Exchange Event $(b)$ New Global Note: No Additional Financial Centre(s) Oslo, London and TARGET or other special provisions relating to Payment Days: Talons for future Coupons to be No attached to Definitive Notes (and dates on which such Talons mature):

PROVISIONS RELATING TO RMB NOTES

1. Renminbi Currency Event: Not Applicable

Calculation Agent: Not Applicable

Signed on behalf of the Issuer: By: $\bigwedge$
Duly authorised
$\bigwedge$ $E/L$ $G$ ARROD carrod

PART B - OTHER INFORMATION

Listing and Admission to $1.$ Trading:

• Application has been made by the Issuer (or on its behalf) for the Notes $(i)$ Listing and admission to be admitted to trading on the London Stock Exchange's regulated to trading: market with effect from 6 July 2017
• $(ii)$ Estimate of total GBP1,750.00 expenses related to admission to trading:

$2.$ Ratings:

The Notes to be issued have not been rated

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

Save for any fees payable to 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.

$\overline{4}$ . Reasons for the offer, estimated net proceeds and total expenses

• See "Use of Proceeds" wording in Prospectus $(i)$ Reasons for the offer:
• Estimated net NOK500,000,000 $(ii)$ proceeds:

5. Fixed Rate Notes only - Yield:

Indication of yield: 2.925 per cent. per anum

6. TEFRA Rules

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

7. Operational Information:

• ISIN: $(i)$ XS1643462002

• Common Code: $(ii)$ 164346200

• $(iii)$ 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.