Vodafone Group PLC — Capital/Financing Update 2023

May 24, 2023

SUPPLEMENTARY PROSPECTUS DATED 22 MAY 2023

Vodafone

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”), as supplemented by the supplementary prospectus dated 15 November 2022 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 / FY23 Preliminary results” released by the Issuer on 16 May 2023 (the “Full Year Preliminary Report”) which contains the preliminary unaudited annual results of the Issuer; (b) update the “Significant or Material Change” paragraph contained in the section headed “General Information” in the Prospectus; and (c) update the “Legal Proceedings” paragraph 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 Full Year Preliminary Report (https://investors.vodafone.com/sites/vodafone-ir/files/2023-05/Vodafone-FY23-Results-Announcement.pdf) shall, by virtue of this Supplement, be incorporated in, and form part of, the Prospectus, save for the entire section headed “Outlook” on page 4 of the Full Year Preliminary Report.

The financial information contained in the Full Year Preliminary Report has been properly prepared on the basis stated therein and in a manner consistent with the accounting policies of the Issuer and, except as disclosed in note 1 of the notes to the condensed consolidated financial statements beginning on page 29 of the Full Year Preliminary Report, on a basis comparable with the historical financial information of the Issuer.

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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 31 March 2023 and there has been no material adverse change in the prospects of the Issuer and its subsidiaries since 31 March 2022.”

C. LEGAL PROCEEDINGS

The section headed “Legal Proceedings” beginning on page 206 of the Prospectus shall be deleted in its entirety and replaced with the following:

“Save as disclosed in this section entitled “Legal Proceedings”, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this document which may have, or have had a significant effect on the financial position or profitability of the Issuer and its subsidiaries. Due to inherent uncertainties, no accurate quantification of any cost, or timing of such cost, which may arise from any of the legal proceedings outlined below can be made.

Indian tax cases

The Group has been challenging retrospective tax demands raised by the Indian tax authority under the Finance Act 2012 against Vodafone International Holdings BV (“VIHBV”) relating to a transaction in 2007 whereby VIHBV acquired assets in India from Hutchison Telecommunications International Limited (“HTIL”). Pursuant to a new scheme for resolving tax disputes introduced by legislation in August 2021, Vodafone and the Indian Government have reached a final agreement and the demands for outstanding tax (including interest and penalties) have been withdrawn in full.

VISPL tax claims

Vodafone India Services Private Limited (“VISPL”) is involved in a number of tax cases. The total value of the claims is approximately €471 million plus interest, and penalties of up to 300 per cent. of the principal.

Of the individual tax claims, the most significant is in the amount of approximately €239 million (plus interest of €628 million), which VISPL has been assessed as owing in respect of: (i) a transfer pricing margin charged for the international call centre of HTIL prior to the 2007 transaction with Vodafone for HTIL assets in India; (ii) the sale of the international call centre by VISPL to HTIL; and (iii) the acquisition of and/or the alleged transfer of options held by VISPL in Vodafone India. The first two of the three heads of tax are subject to an indemnity by HTIL. The larger part of the potential claim is not subject to an indemnity. A stay of the tax demand on a deposit of £20 million and a corporate guarantee by VIHBV for the balance of tax assessed are in place. On 8 October 2015, the Bombay High Court ruled in favour of Vodafone in relation to the options and the call centre sale. The Indian Tax Authority has appealed to the Supreme Court of India. The appeal hearing has been adjourned indefinitely.

While there is some uncertainty as to the outcome of the tax cases involving VISPL, the Group believes it has valid defences and does not consider it probable that a financial outflow will be required to settle these cases.

Netherlands tax case

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Vodafone Europe B.V. ("VEBV") has received assessments totalling €267 million of tax and interest from the Dutch tax authorities, who are challenging the application of the arm's length principle in relation to various intra-group financing transactions. VEBV has appealed against these assessments to the District Court of the Hague where a hearing was held in March 2023, and Vodafone is awaiting the decision which is currently expected in summer 2023. The Group has entered into a guarantee for the full value of the assessments issued.

The Group believes it has robust defences and does not consider it probable that there will be a financial outflow required to resolve the case.

Other cases in the Group

Germany: Kabel Deutschland takeover - class actions

The German courts have been determining the adequacy of the mandatory cash offer made to minority shareholders in Vodafone's takeover of Kabel Deutschland in 2013. Hearings took place in May 2019 and a decision was delivered in November 2019 in Vodafone's favour, rejecting all claims by minority shareholders. A number of shareholders appealed which was rejected by the court in December 2021. Several minority shareholders have filed a further appeal before the Federal Court of Justice. The appeal process is ongoing. While the outcome is uncertain, the Group believes it has valid defences and that the outcome of the appeal will be favourable to Vodafone.

Italy: Iliad v Vodafone Italy

In July 2019, Iliad filed a claim for €500 million against Vodafone Italy in the Civil Court of Milan. The claim alleges anti-competitive behaviour in relation to portability and certain advertising campaigns by Vodafone Italy. The main hearing on the merits of the claim took place on 8 June 2021. On 17 April 2023, the Civil Court issued a judgement in Vodafone Italy's favour and rejected Iliad's claim for damages in full. Whether Iliad will appeal the judgement is unknown as of the date of this document. The Group is currently unable to estimate any possible loss in this claim in the event of an adverse judgement on appeal but while the outcome is uncertain, the Group believes it has valid defences and that it is probable that no present obligation exists.

Greece: Papistas Holdings SA, Mobile Trade Stores (formerly Papistas SA) and Athanasios and Loukia Papistas v Vodafone Greece

In October 2019, Mr. and Mrs. Papistas, and companies owned or controlled by them, filed several claims against Vodafone Greece with a total value of approximately €330 million for purported damage caused by the alleged abuse of dominance and wrongful termination of a franchise arrangement with a Papistas company. Lawsuits which the Papistas claimants had previously brought against the Issuer and certain directors and officers of Vodafone were withdrawn. Vodafone Greece filed a counter claim, and all claims were heard in February 2020. All of the Papistas claims were rejected by the Athens Court of First Instance because the stamp duty payments required to have the merits of the case considered had not been made. Vodafone Greece's counter claim was also rejected. The Papistas claimants and Vodafone Greece have each filed appeals. The appeal hearings took place on 23 February and 11 May 2023, and Vodafone is waiting to receive the judgements.

The amount claimed in these lawsuits is substantial and, if the claimants are successful, the total potential liability could be material. However, Vodafone continues to vigorously defend the claims, and based on the progress of the litigation, the Group believes that it is highly unlikely that there will be an adverse ruling for the Group. On this basis, the Group does not expect the outcome of these claims to have a material financial impact.

UK: Phones 4U in Administration v Vodafone Limited and Vodafone Group Plc and Others

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In December 2018, the administrators of former UK indirect seller, Phones 4U, sued the three main UK mobile network operators ("MNOs"), including Vodafone, and their parent companies in the English High Court. The administrators allege collusion between the MNOs to pull their business from Phones 4U, thereby causing its collapse. Vodafone and the other defendants filed their defences in April 2019 and the Administrators filed their replies in October 2019. Disclosure has taken place and witness statements were filed in December 2021. The judge has also ordered that there should be a split trial between liability and damages. The first trial on liability took place from May to July 2022. Vodafone is waiting to receive the judgement. Accounting for all available evidence, the Group assesses it to be more likely than not that a present obligation does not exist and that the allegations of collusion are completely without merit; the Group is vigorously defending the claim. The value of the claim is not pleaded but Vodafone understands it to be the total value of the business, allegedly equivalent to approximately £1 billion with the addition of alleged exemplary damages. Vodafone's alleged share of the liability is also not pleaded. The Group is not able to estimate any possible loss in the event of an adverse judgement."

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