Vodafone Group PLC — Capital/Financing Update 2022

Nov 15, 2022

SUPPLEMENTARY PROSPECTUS DATED 15 NOVEMBER 2022

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 22 September 2022 (the "Prospectus", which definition includes the Prospectus and all information incorporated by reference therein), which constitutes a base prospectus in respect of all Notes other than Exempt Notes for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), constitutes a supplementary prospectus in respect of all Notes other than Exempt Notes for the purposes of Article 23 of the UK Prospectus Regulation 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 by reference the announcement entitled "Vodafone Group Plc ⫶ H1 FY23 results" released by the Issuer on 15 November 2022 (the "Half Year Report") 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 of the Issuer the information contained in this Supplement is in accordance with the facts and that this Supplement makes no omission likely to affect its import.

The Prospectus, this Supplement and the documents incorporated by reference in the Prospectus may be obtained (without charge) from the Issuer's website at https://investors.vodafone.com/investor-relations and the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/ market-news/market-newshome.html.

This Supplement is supplemental to, and should be read in conjunction with, the Prospectus. 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.

This Supplement has been approved by the FCA, as competent authority under the UK Prospectus Regulation, as a supplement to the Prospectus in compliance with the UK Prospectus Regulation.

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 UK Prospectus Regulation except where specifically incorporated by reference. Any non-incorporated parts of a document referred to herein are either not relevant for an investor or are otherwise covered elsewhere in the Prospectus.

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

A. DOCUMENTS INCORPORATED BY REFERENCE

The Half Year Report (https://investors.vodafone.com/sites/vodafone-ir/files/2022-11/vodafone-h1 fy23-results-announcement.pdf) shall, by virtue of this Supplement, be incorporated in, and form part of, the Prospectus, save for:

• (i) the seventh bullet point in the section headed "Resilient performance in Europe & Africa, good progress on operational & portfolio priorities" on page 1 of the Half Year Report;
• (ii) the quote from Nick Read, Group Chief Executive, on page 1 of the Half Year Report;
• (iii) the final paragraph in the section headed "Strategy ⫶ Committed to improving returns through growth & portfolio action" beginning on page 3 of the Half Year Report;
• (iv) the entire section headed "Outlook" on page 5 of the Half Year Report; and

(v) the second and third sentences of the second paragraph in the section headed "Taxation" on page 16 of the Half Year Report.

B. SIGNIFICANT OR MATERIAL CHANGE

The section headed "Significant or Material Change" on page 204 of the Prospectus shall be deleted in its entirety and replaced with the following:

"There has been no significant change in the financial performance or financial position of the Issuer and its subsidiaries since 30 September 2022 and there has been no material adverse change in the prospects of the Issuer and its subsidiaries since 31 March 2022."