Vodafone Group PLC — Capital/Financing Update 2022

Dec 2, 2022

UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom (the "UK") by virtue of the European Union (Withdraw al) Act 2018 (the "EUWA"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherw ise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person w ho is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended) ("MiFID II"); (ii) a customer w ithin the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended) (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlaw ful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherw ise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point 8 of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the UK by virtue of the EUWA; (ii) a customer w ithin the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, w here that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended) as it forms part of domestic law in the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlaw ful under the UK PRIIPs Regulation.

30 November 2022

Vodafone Group Plc Legal Entity Identifier (LEI): 213800TB53ELEUKM7Q61 Issue of £600,000,000 5.125 per cent. Notes due 2 December 2052 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 of the Senior Notes set forth in the Prospectus dated 22 September 2022 and the supplementary prospectus dated 15 November 2022 which together constitute a base prospectus for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction w ith 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 w ebsite of the London Stock Exchange at www.londonstockexchange.com/exchange/news/marketnew s/market-news-home.html.

1. Issuer: Vodafone Group Plc

2.	Status:		Senior Notes
3.	(i) Series Number:		80
	(ii)	Tranche Number:	1
	(iii)	Date on w hich the Notes w ill be consolidated and form a single Series:	Not Applicable
4.		Specified Currency or Currencies:	Pounds Sterling ("£")
5.		Aggregate Nominal Amount:
		− Series:	£600,000,000
		− Tranche:	£600,000,000
6.	Issue Price:		98.630 per cent. of the Aggregate Nominal Amount
7.	(i)	Specified Denomination(s):	£100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000. No Notes in definitive form w ill be issued w ith a denomination above £199,000.
	(ii)	Calculation Amount:	£1,000
8.	Issue Date and Interest Commencement Date:		2 December 2022
9.	Maturity Date:		2 December 2052
10.	Interest Basis:		5.125 per cent. Fixed Rate (see paragraph 15 below )
11.		Redemption Basis:	Redemption at par
12.		Change of Interest Basis or Redemption Basis:	Not Applicable
13.	Put/Call Options:		Issuer Call Change of Control Put Option (see paragraphs 22 and 24 below )
14.	Date of Board approval for issuance of Notes:		Not Applicable
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.		Fixed Rate Note Provisions	Applicable

(i)	Rate(s) of Interest:	5.125 per cent. per annum payable in arrear on each Interest Payment Date
(ii)	Interest Payment Date(s):	2 December in each year, commencing on 2 December 2023, up to and including the Maturity Date
(iii)	Interest Payment Date Adjustment:	Not Applicable

	(iv)	Additional Business Centre(s):	Not Applicable
	(v)	Fixed Coupon Amount(s):	£51.25 per Calculation Amount
	(vi)	Broken Amount(s):	Not Applicable
	(vii)	Fixed Day Count Fraction:	Actual/Actual (ICMA)
	(viii)	Determination Date:	2 December in each year
16.		Floating Rate Note Provisions	Not Applicable
17.		Zero Coupon Note Provisions	Not Applicable
18.		CMS Linked Note Provisions	Not Applicable
19.	Provisions	Inflation Linked Interest Note	Not Applicable
20.	Event	Sustainability-Linked Trigger	Not Applicable
21.		Benchmark Discontinuation	Not Applicable
		PROVISIONS RELATING TO REDEMPTION
22.	Issuer Call		Applicable
	(i)	Optional Redemption Date(s):	Any date falling in the Issuer Call Period
	(ii)	Optional Redemption Amount:	Make Whole Redemption Price in the case of the Optional Redemption Dates falling in the period from and including the Issue Date to but excluding the Par Redemption Date
			Par Call - £1,000 per Calculation Amount in the case of the Optional Redemption Dates falling in the period from and including the Par Redemption Date to but excluding the Maturity Date
	(iii)	Make Whole Redemption Price:	Spens Amount
		− Redemption Margin:	0.3 per cent.
		− Reference Bond:	UKT 3.750% due 22 July 2052
		− Quotation Time:	10.00 a.m. London time

(iv) If redeemable in part:

		(a)	Minimum Redemption Amount:	£100,000
		(b)	Higher Redemption Amount:	Up to and including the Aggregate Nominal Amount of the Notes then outstanding
	(v)		Issuer Call Period:	From and including the Issue Date to but excluding the Maturity Date
	(vi)		Par Redemption Date:	2 June 2052
23.		Investor Put		Not Applicable
24.	Change of Control Put Option			Applicable
	(i)	Optional Amount:	Redemption	£1,010 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
25.	Clean-Up Call			Not Applicable
26.	Final Redemption Amount			£1,000 per Calculation Amount
27.	Early Redemption Amount
		other early redemption:	Early Redemption Amount payable on redemption for taxation reasons or on event of default or	£1,000 per Calculation Amount
28.	Sustainability-Linked Trigger Event			Not Applicable
			GENERAL PROVISIONS APPLICABLE TO THE NOTES
29.	Form of Notes:
	(a)	Form:		Bearer Notes
				Bearer Notes:
				Temporary Global Note exchangeable for a Permanent Global Note w hich is exchangeable for Definitive Notes only upon an Exchange Event
	(b)		New Global Note:	Yes
30.	Additional Financial Centre(s) or other special provisions relating to Payment Days:			Not Applicable
31.	Talons for future Coupons to No be attached to Definitive Notes (and dates on w hich such Talons mature):

PROVISIONS RELATING TO RMB NOTES

1. Renminbi Currency Event: Not Applicable

2. Calculation Agent: Not Applicable

Third Party Information

The description of the meaning of the ratings expected to be provided by S&P, Moody's and Fitch has, in each case, been extracted from the w ebsite of S&P, Moody's and Fitch, as applicable. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aw are and is able to ascertain from information published by S&P, Moody's and Fitch, as applicable, no facts have been omitted w hich would render the reproduced information inaccurate or misleading.

Signed on behalf of the Issuer:

By: __________________________________ Duly authorised

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 main market w ith effect from 2 December 2022.
• (ii) Estimate of total £5,410
• expenses related to admission to trading:
• 1. Ratings: The Notes to be issued have been rated:

S&P: BBB An obligation rated 'BBB' exhibits adequate protection parameters. How ever, adverse economic conditions or changing circumstances are more likely to w eaken the obligor's capacity to meet its financial commitments on the obligation.

(Source: https://www.standardandpoors.com/en\_US/web/guest/article/- /view /sourceId/504352)

Moody's: Baa2

Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess speculative characteristics. The modifier 2 indicates a mid-range ranking of that generic rating category.

(Source: https://ratings.moodys.io/ratings)

Fitch: BBB

'BBB' ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.

(Source: https://www.fitchratings.com/products/rating-definitions)

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

Save for any fees payable to Merrill Lynch International, NatWest Markets Plc and RBC Europe Limited (together, the "Joint Lead Managers"), so far as the Issuer is aw are, no person involved in the issue of the Notes has an interest material to the offer. The Joint Lead Managers and their 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. Reasons for the offer/use of proceeds and estimated net proceeds

• (i) Reasons for the offer/use of proceeds: An amount equal to the net proceeds of this issuance will be applied for the General Corporate Purposes of the Group, including, w ithout limitation, to fund repurchases of the Issuer's existing debt securities, including pursuant to the concurrent tender offer for the Issuer's 4.375% Notes due May 2028 (ISIN: US92857WBK53) for a principal amount that does not exceed \$2,300,000,000. (ii) Estimated net proceeds: £588,480,000
• 1. Yield:

Indication of yield: 5.216 per cent. per annum

6. TEFRA Rules

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

7. Operational Information:

(i)	ISIN:	XS2560496197
(ii)	Common Code:	256049619
(iii)	CFI:	See the w ebsite of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
(iv)	FISN:	See the w ebsite of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
(v)	CUSIP:	Not Applicable
(vi)	CINS:	Not Applicable
(vii)	Any clearing system(s) other than Euroclear, Clearstream, Luxembourg and DTC (together w ith the address of each such clearing system) and the relevant identification number(s):	Not Applicable
(viii)	Custodian for Retained Notes:	Not Applicable
(ix)	Intended to be held in a manner w hich 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 w ith one of Euroclear Bank SA/NV and/or Clearstream Banking S.A. as common safekeeper. Note that this does not necessarily mean that the Notes w ill 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 w ill depend upon the European Central Bank being satisfied that Eurosystem eligibility criteria have been met.
(x)	Prohibition of Sales to EEA Retail Investors:	Applicable
(xi)	Prohibition of Sales to UK Retail Investors:	Applicable