Vodafone Group PLC — Capital/Financing Update 2017

Sep 14, 2017

Vodafone Group Plc Issue of HKD1,115,000,000 2.64 per cent. Notes due 13 September 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 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:		73
	(ii)	Tranche Number:	1
3.		Specified Currency or Currencies:	HKD
4.		Aggregate Nominal Amount:
	−	Series:	HKD1,115,000,000
	−	Tranche:	HKD1,115,000,000
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:	15 September 2017
8.	Maturity Date:		13 September 2027
9.	Interest Basis:		2.64 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	24 Jauary 2017

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.	Fixed Rate Note Provisions		Applicable
	(i) Rate(s) of Interest: (ii) Interest Payment Date(s): (iii) Interest Payment Date Adjustment: (iv) Additional Business Centre(s):		2.64 per cent. per annum payable in arrear on each Interest Payment Date
			13 September in each year, commencing on 13 September 2018, up to and including the Maturity Date.
			Not Applicable
			TARGET2 and Hong Kong, New York and London
	(v)	Fixed Coupon Amount(s):	HKD 26,400 per full period
	(vi)	Broken Amount(s):	Not Applicable
	(vii)	Fixed Day Count Fraction:	Actual/365
	(viii)	Determination Date:	13 September in each year
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:	HKD1,010,000 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 redemption:		HKD 1,000,000 per Calculation Amount

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
24.	Additional Financial Centre(s) or other special provisions relating to Payment Days:		TARGET2 and Hong Kong, New York and London
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

Not Applicable

1. Calculation Agent:

Signed on behalf of the Issuer:

By: $\bigwedge_{\text{Duly authorized}} \bigg{ \bigwedge_{\text{Duly authorized}} \bigg}$

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 15 September 2017.
	(ii)	Estimate of total expenses related to admission to trading:	GBP 1,750
2.	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)

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 offer of the Notes has an interest material to the offer.

4. Yield:

Indication of yield: Not Applicable

5. TEFRA Rules

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

6. Operational Information:

• (i) ISIN: XS1684379602 (ii) Common Code: 168437960 (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 Not Applicable.

Eurosystem eligibility:

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