Vodafone Group PLC — Capital/Financing Update 2026

Feb 16, 2026

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SUPPLEMENTARY PROSPECTUS DATED 12 FEBRUARY 2026

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 June 2025 (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"), 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 certain sections of the announcement entitled "Vodafone Group plc: H1 FY26 Results" released by the Issuer on 11 November 2025 (the "Half Year Results") which contains the unaudited condensed consolidated financial statements of the Issuer as at 30 September 2025, into the Prospectus; (b) reflect updates to the section headed "Description of the Issuer" in the Prospectus; (c) update the "Significant or Material Change" paragraph contained in the section headed "General Information" in the Prospectus; and (d) update the "Legal Proceedings" section 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 confirms that 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 Financial Conduct Authority, 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 Results (https://www.vodafone.com/pdfviewer.aspx?gid=514358169&src=/~/media/Files/V/vodafone/corp/results-and-presentations/vodafone-h1-fy26-resultsannouncement.pdf) shall, by virtue of this Supplement, be incorporated in, and form part of, the Prospectus save for:

• (i) the quote from Margherita Della Valle, Group Chief Executive on page 1 of the Half Year Results;
• (ii) the words "Expecting to deliver upper end of FY26 financial guidance" under the heading "Financial highlights" on page 1 of the Half Year Results;
• (iii) the last sentence of the bullet point headed "Shareholder returns:", the entire bullet point headed "FY26 guidance:" and the last sentence of the bullet point headed "New progressive dividend policy:" each under the heading "Financial highlights" on page 1 of the Half Year Results;
• (iv) the first paragraph under the heading "Operational Progress" on page 2 of the Half Year Results;
• (v) the entire section headed "Outlook & Dividend Policy" on page 5 of the Half Year Results;
• (vi) the words "and expect revenues to reach full run-rate in Q4 FY26" in the third paragraph under the heading "Growth" on page 7 of the Half Year Results;

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• (vii) the last sentence of the first paragraph under the heading "VodafoneThree Integration" on page 8 of the Half Year Results;
• (viii) the third sentence of the paragraph under the heading "5G spectrum" on page 10 of the Half Year Results;
• (ix) the last sentence of the last paragraph under the heading "Dividends" on page 17 of the Half Year Results;
• (x) the entire section headed "Risk Factors" on pages 19 and 20 of the Half Year Results; and
• (xi) the entire section head "Legal Proceedings" on pages 40 and 41 of the Half Year Results.

B. DESCRIPTION OF THE ISSUER

(i) A new section shall be inserted beneath the section headed "Vodafone UK and Three UK merger" on pages 191 and 192 of the Prospectus as follows:

"Safaricom

On 4 December 2025, the Group announced that its African subsidiary, Vodacom Group Ltd ("Vodacom") has agreed to acquire an effective 20 per cent. of the issued share capital in Safaricom Plc ("Safaricom"), Kenya's leading telecoms operator (the "Acquisition").

Vodacom will acquire 15 per cent. from the Government of Kenya for a cash consideration of €1.36 billion (subject to customary closing adjustments), and 5 per cent. from Vodafone (through its subsidiary Vodafone International Holdings B.V. selling its remaining 12.5 per cent. stake in Vodafone Kenya Limited, to Vodacom) for a cash consideration of €0.45 billion.

Following completion of the Acquisition, Safaricom will be owned by Vodacom (55 per cent.), the Government of Kenya (20 per cent.) and public investors (25 per cent., via Safaricom's listing on the Nairobi Securities Exchange) and will be consolidated by both Vodacom and Vodafone. Subject to a number of conditions, including regulatory approval in Kenya, the Acquisition is expected to close in the first quarter of the 2026 calendar year."

(ii) The line-item reading "Luka Mucic" (and associated footnote) under the section headed "Vodafone Group plc Board of Directors" on page 192 of the Prospectus shall be amended to read as follows:

• "Pilar López Chief Financial Officer Inditex S.A., Non-Executive Director, member of the audit and compliance committee, nomination committee and sustainability committee."
• (iii) The sections headed "Audit and Risk Committee", "Nominations and Governance Committee", "Remuneration Committee", "ESG Committee", "Technology Committee" and "Executive Committee" on pages 194 to 195, shall each be amended to read as follows:

"Audit and Risk Committee

The objective of the Audit and Risk Committee is the provision of effective governance over the appropriateness of financial reporting of the Group, including the adequacy of related disclosures, the performance of both the internal audit function and the external auditors and oversight of the Group's systems of internal control, business risks and related compliance activities. The Audit and Risk Committee membership is made up entirely of independent nonexecutive directors. The members of the Audit and Risk Committee are set out below:

Simon Dingemans (Chair)

Michel Demaré

Deborah Kerr

Christine Ramon

Anne-Françoise Nesmes"

"Nominations and Governance Committee

The role of the Nominations and Governance Committee is to make sure the Board comprises individuals with the necessary skills, knowledge and experience to ensure that it is effectively discharging its responsibilities and to have oversight of all matters relating to corporate governance. With the exception of Hatem Dowidar, the Committee is comprised of independent Non-Executive Directors. The members of the Nominations and Governance Committee are set out below:

Jean-François van Boxmeer (Chair)

Stephen A. Carter CBE

Hatem Dowidar

Delphine Ernotte Cunci

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Simon Segars"

"Remuneration Committee

The role of the Remuneration Committee is to assess and make recommendations to the Board on the policies for executive remuneration and reward packages for the individual Executive Directors. The Remuneration Committee, membership is made up entirely of independent non-executive directors. The members of the Remuneration Committee are set out below:

Maria Amparo Moraleda Martinez (Chair)

Michel Demaré

Simon Dingemans

Christine Ramon"

"ESG Committee

The role of the ESG Committee is to provide oversight of Vodafone's ESG programme, sustainability and responsible business practices as well as Vodafone's contribution to the societies it operates in under the social contract. Under its terms of reference, the ESG Committee, whose membership is made up entirely of independent non-executive directors, is required, amongst other things, to oversee the ESG programme, Purpose (Inclusion for All, Planet and Digital Society) and the social contract, monitor progress against key performance indicators and external ESG index results and oversee progress on ESG commitments and targets. The members of the ESG Committee are set out below:

Maria Amparo Moraleda Martinez (Chair)

Simon Segars

Jean-François van Boxmeer

Anne-Françoise Nesmes"

"Technology Committee

The Technology Committee supports the Board with fulfilling the technology strategy for the Group, including assessing risks and exploring new innovations for future growth. The Technology Committee is made up entirely of independent non-executive directors, and the members are set out below:

Simon Segars (Chair)

Stephen A. Carter CBE

Delphine Ernotte Cunci

Deborah Kerr"

"Executive Committee

Chaired by Margherita Della Valle, the Executive Committee is responsible for the implementation and delivery of Vodafone's strategy as agreed by the Board, and for all aspects of operational management. As at the date of this Prospectus, the Executive Committee membership comprises the executive directors, details of whom are shown above, and the senior managers who are listed below."

(iv) The section headed "Senior Management" on page 195 to 196, shall be amended to read as follows:

"Senior Management

Members of the Executive Committee who are not also executive directors are regarded as senior managers of Vodafone.

Vodafone Group Plc Senior Management

Name	Position	Outside Directorships/Activities
Marika Auramo	Chief Executive Officer Vodafone Business	 None
Maaike de Bie	Group General Counsel and Company Secretary	 None
Ahmed Essam	Executive Chair Vodafone Germany and Chief Executive Officer European Markets	 None

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Vodafone Group Plc Senior Management

Shameel Joosub	Chief Executive Officer Vodacom Group		Safaricom Plc, director
			Vodacom Group Limited, director
Scott Petty	Group Chief Technology Officer		None
Joakim Reiter	Chief External and Corporate Affairs Officer		None
Alberto Ripepi	Group Chief Network Officer		None
Guillaume Boutin	Chief Executive Officer Vodafone Investments & Strategy		None
Ruth McGill	Chief Human Resources Officer		None

The business address of the directors and the senior management (as described above) of Vodafone is c/o Vodafone Group Plc, Vodafone House, The Connection, Newbury, Berkshire RG14 2FN. There are no potential conflicts of interest between the duties to Vodafone of the directors or the senior management (as described above) of Vodafone and their private interests and/or other duties."

C. SIGNIFICANT OR MATERIAL CHANGE

The section headed "Significant or Material Change" on page 208 of the Prospectus shall be amended to read as follows:

"There has been no significant change in the financial performance or financial position of the Issuer and its subsidiaries since 30 September 2025 and there has been no material adverse change in the prospects of the Issuer and its subsidiaries since 31 March 2025."

D. LEGAL PROCEEDINGS

(i) The first paragraph under the heading "Legal Proceedings" on page 208 of the Prospectus shall be amended to read as follows:

"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 12 February 2026 (being the date of the first supplement to this Prospectus) 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.

(ii) The paragraphs headed "VISPL tax claims", "Germany: investigation by competition authority regarding 1&1", "UK: Phones 4U in Administration v Vodafone Limited, Vodafone Group Plc and Others", "South Africa: Kenneth Makate v Vodacom (Pty) Limited" and "UK: Mr Justin Gutmann v Vodafone Limited and Vodafone Group Plc" each under the section headed "Legal Proceedings" beginning on page 208 of the Prospectus shall each be amended to read as follows:

"VISPL tax claims

In 2025, Vodafone India Services Private Limited ("VISPL") participated in a tax amnesty scheme to resolve historical tax disputes with the Indian tax authority predominantly relating to Vodafone's acquisition of Hutchison Essar (later renamed as Vodafone India Limited). The scheme concluded in July 2025 resulting in an income statement tax charge of €185 million and a net cash outflow of €114 million after applying credits and offsets. All corporate guarantees provided by Vodafone International Holdings B.V. have now been discharged and all related court proceedings have now been fully withdrawn or closed, including those before the Supreme Court."

"Germany: investigation by competition authority regarding 1&1

In December 2021 1&1 entered into an agreement with Vantage Towers for the provision of infrastructure for tower sites. Vantage Towers sub-contracted certain aspects of the delivery under the agreement to Vodafone Germany.

In March 2023, Vodafone Germany and Vodafone Group (together 'Vodafone') were informed that 1&1 had submitted a complaint to the Bundeskartellamt ("BkA"), the competition authority in Germany, alleging infringements of competition law. Following the start of a formal investigation in June 2023, the BkA issued a Statement of Objections on 11 April 2025 with its view that the delayed provision by Vodafone and Vantage Towers of the contractually agreed tower sites acted as an obstacle to 1&1's market entry and an abuse of relative market power. Vodafone submitted its response to the Statement of Objections to the BkA on 2 July 2025. Vodafone has received a letter from the BkA stating that, if an infringement decision is issued, it is likely to include an order for disgorgement of the alleged economic advantage obtained as a result of the alleged infringement.

While the outcome is uncertain, the Group believes it has strong defences and that it is probable no present obligation exists."

"UK: Phones 4U in Administration v Vodafone Limited, 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 alleged collusion between the MNOs to withdraw their business from Phones 4U thereby causing its collapse. The trial on liability took place from May to July 2022. On 10 November 2023, the High Court issued a judgment in Vodafone's favour and rejected Phones 4U's allegations that the defendants were in breach of competition law, consistent with Vodafone's previously stated position that a present obligation does not exist. Phones 4U was granted permission to appeal and the appeal hearing took place before the Court of Appeal from 19 – 23 May 2025. The Court of Appeal rejected all of Phones 4U's grounds of appeal in a judgment delivered on 11 July 2025. Phones 4U has confirmed that it does not intend to seek permission to appeal to the Supreme Court."

"South Africa: Kenneth Makate v Vodacom (Pty) Limited

Mr Kenneth Makate, a former employee of Vodacom Pty Limited ("Vodacom South Africa"), started legal proceedings in 2008 claiming compensation for a business idea that led to the development of a service known as 'Please Call Me' ("PCM").

In April 2016, the Constitutional Court of South Africa (the "Constitutional Court') ordered the parties to negotiate, in good faith, and agree a reasonable compensation amount payable to Mr Makate or, in the event of a deadlock, for the matter to be referred to Vodacom Group's Chief Executive Officer (the "CEO") to determine such compensation amount. In accordance with the Constitutional Court order, and after negotiations failed, the CEO issued his determination on 9 January 2019. The CEO's award of R47million (€2.3 million) was rejected by Mr Makate, who subsequently challenged the CEO's determination of the compensation amount through the courts.

In February 2024, the Supreme Court of Appeal (the "SCA") ruled that Mr Makate was entitled to a compensation amount in the range between 5 per cent. and 7.5 per cent of revenues earned by Vodacom South Africa from its PCM service, plus interest, from March 2001 to the date of the judgment. Vodacom South Africa appealed this judgement to the Constitutional Court and the SCA's judgment and order was set aside in July 2025. The matter was remitted to the SCA and was due to be reheard by a differently constituted panel of judges on 18 November 2025.

On 4 November 2025, a settlement between Vodacom South Africa and Mr Makate was agreed. Vodacom South Africa has notified the SCA of the withdrawal of its appeal. The settlement, which is for an immaterial amount, has been accounted for in the Group's interim results for the six months ended 30 September 2025."

"UK: Mr Justin Gutmann v Vodafone Limited and Vodafone Group Plc

In November 2023, Mr Gutmann issued claims in the Competition Appeal Tribunal ("CAT") seeking permission, as a proposed class representative, to bring collective proceedings on an opt-out basis against the four MNOs and, in the case of Vodafone Limited and EE Limited, their respective parent companies. Vodafone Group Plc and Vodafone Limited are named defendants to one of the claims with an alleged value of £1.4 billion (€1.6 billion), including interest. Hutchison 3G UK Limited ("Three"), which merged with Vodafone Limited in May 2025, is also a named defendant to the claim with an alleged value of £507 million (€578 million), including interest. It is alleged that Vodafone, Three and the other MNOs used their alleged market dominance to overcharge customers after the expiry of the minimum terms of certain mobile contracts (referred to as a 'loyalty penalty'). A hearing took place before the CAT from 31 March to 2 April 2025 to determine Mr Gutmann's application for certification of the class and Vodafone and Three's applications for strike out of certain parts of the claim based on limitation. The decision is expected later this year.

Taking into account all available evidence at this stage, the Group's assessment is that the allegations are without merit and it intends to defend the claim. The Group is currently unable to estimate any possible loss in regards to this issue but, while the outcome is uncertain, the Group believes it is probable that no present obligation exists."