Vodafone Group PLC — Capital/Financing Update 2017

Nov 14, 2017

SUPPLEMENTARY PROSPECTUS DATED 14 NOVEMBER 2017

Vodafone Group Plc

(incorporated with limited liability in England and Wales)

€30,000,000,000

Euro Medium Term Note Programme

This Supplement (the "Supplement") to the Prospectus dated 16 December 2016, as supplemented by the supplementary prospectuses dated 2 February 2017 and 24 May 2017 (together, the "Prospectus"), which constitutes a base prospectus in respect of all Notes other than Exempt Notes for the purposes of Article 5.4 of Directive 2003/71/EC (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the "Prospectus Directive"), constitutes a supplementary prospectus in respect of all Notes other than Exempt Notes for the purposes of Section 87G of the Financial Services and Markets Act 2000 and is prepared in connection with the €30,000,000,000 Euro Medium Term Note Programme (the "Programme") established by Vodafone Group Plc (the "Issuer"). Terms defined in the Prospectus have the same meaning when used in this Supplement.

The purpose of this Supplement is to (a) incorporate the Half Year Financial Results as at and for the six months ended 30 September 2017 (the "Half Year Results") in the Prospectus; and (b) update the "Significant or Material Change" paragraph contained in the section headed "General Information" in the Prospectus.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Prospectus, this Supplement and the documents incorporated by reference in the Prospectus can be viewed on the website of the Regulatory News Service operated by the London Stock Exchange plc at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

This Supplement is supplemental to, and should be read in conjunction with, the Prospectus and all documents which are incorporated herein or therein by reference. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in, or incorporated by reference in, the Prospectus, the statements in (a) above will prevail.

If documents which are incorporated by reference themselves incorporate any information or other documents therein, such information or other documents will not form part of this Supplement for the purposes of the Prospectus Directive except where such information or other documents are specifically incorporated by reference to this Supplement.

Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.

Any information contained in the Half Year Results which is not expressly incorporated by reference in this Supplement does not form part of this Supplement and is either not relevant to investors or is covered elsewhere in the Supplement or the Prospectus.

Incorporation of the Half Year Results as at and for the six months ended 30 September 2017

On 14 November 2017, the Issuer published a press release (the "Half Year Results Press Release") which contained the unaudited consolidated financial information of the Issuer as at and for the six months ended 30 September 2017. A copy of the Half Year Results Press Release has been filed with the Financial Conduct Authority and by virtue of this Supplement, the Half Year Results Press Release is incorporated in, and forms part of, the Prospectus save for:

• i. the fifth bullet point in the section "Highlights" on page 1 of the Half Year Results Press Release;
• ii. the last sentence of the first paragraph of the quote from Vittorio Colao, Group Chief Executive, on page 1 of the Half Year Results Press Release; and
• iii. the information contained in the section "Guidance" on page 6 of the Half Year Results Press Release.

Significant Change

As a result of the publication of the Half Year Results Press Release and further to the information contained in the section headed "General Information – Significant or Material Change" on page 86 of the Prospectus, there has been no significant change in the financial or trading position of the Issuer and its subsidiaries since 30 September 2017.