Vodafone Group PLC — Capital/Financing Update 2017

Jul 10, 2017

Vodafone Group Plc Issue of JPY10,000,000,000 1.200 per cent. Notes due 10 July 2037 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 of London Stock Exchange prospectus have been published on the website the at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

1.	Issuer:		Vodafone Group Plc
2.	(i)	Series Number:	70
	(ii)	Tranche Number:	1
3.		Specified Currency or Currencies:	Japanese Yen ("JPY")
4.		Aggregate Nominal Amount:
		Series:	JPY10,000,000,000
		Tranche:	JPY10,000,000,000
5.	Issue Price:		100.00% per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denomination(s):	JPY100,000,000
	(ii)	Calculation Amount:	JPY100,000,000
7.	(i)	Issue Date and Interest Commencement Date:	10 July 2017
8.	Maturity Date:		10 July 2037
9.	Interest Basis:		1.200 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.	of Notes:	Date of Board approval for issuance	24th January 2017

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.	Fixed Rate Note Provisions			Applicable
	(i) Rate(s) of Interest:			1.200 per cent. per annum payable semi-annually in arrear on each Interest Payment Date
	(ii)	Interest Payment Date(s):		10 January and 10 July in each year, commencing on 10 January 2018, up to and including the Maturity Date, subject to adjustment in accordance with the Modified Following Business Day Convention
	(iii)	Interest Payment Date Adjustment:		Not Applicable
	Additional Business (iv) Centre(s):			Not Applicable
	(v)	Fixed Coupon Amount(s):		JPY 600,000 per Calculation Amount, payable on each Interest Payment Date
	(vi)	Broken Amount(s):		Not Applicable
	(vii)	Fixed Day Count Fraction:		30/360, unadjusted
	(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 Amount:	Redemption	JPY 101,000,000 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		JPY100,000,000 per Calculation Amount
22.		Early Redemption Amount
	Early Redemption Amount payable on redemption for taxation reasons or on event of default or other early redemption:			JPY100,000,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

23.	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:	Yes
24.	Additional Financial Centre(s) or other special provisions relating to Payment Days:		Tokyo and, for the avoidance of doubt, London and TARGET
25.	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
26.		Renminbi Currency Event:	Not Applicable
27.		Calculation Agent:	Not Applicable

$\widetilde{v}$

Signed on behalf of the Issuer:

By: VFC gury .

PART B - OTHER INFORMATION

$1.$ Listing and Admission to Trading:

• $(i)$ Listing and admission to Application has been made by the Issuer (or on its behalf) for the Notes to be admitted trading: to trading on the London Stock Exchange's regulated market with effect from [10] July 2017.
• $(ii)$ Estimate of total expenses GBP 1,750 related to admission to trading:

$2.$ Ratings:

The Notes to be issued are expected to be rated as follows: Standard & Poor's: BBB+ (Stable)

Moody's: Baa1 (Stable)

Fitch: BBB+ (Stable)

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

Save for any fees payable to the Dealer, 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.

4. Fixed Rate Notes only - Yield:

Indication of yield: 1.200 per cent.

5. TEFRA Rules

Whether TEFRA D applicable or TEFRAD TEFRA rules not applicable:

6. Operational Information:

• $(i)$ ISIN: XS1641105918
• $(ii)$ Common Code: 164110591
• $(iii)$ CUSIP: Not applicable
• CINS: G93882UN9 $(iv)$
• 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

$\overline{\mathbf{A}}$

number(s):

$(vi)$ Intended to be held in a manner which would allow Eurosystem eligibility:

Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of Euroclear Bank SA/NV and/or Clearstream Banking SA (together, the "ICSDs") as common safekeeper and does not necessarily mean that the Notes will be recognized as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the European Central Bank being satisfied that Eurosystem eligibility criteria have been met.