Vodafone Group PLC — Proxy Solicitation & Information Statement 2018

Jun 1, 2018

Vodafone Group Plc
Vodafone

Vodafone Group Plc

AGM Admission Card

The thirty-fourth annual general meeting (AGM) of Vodafone Group Plc will be held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Friday, 27 July 2018 at 11:00 am.

The nearest underground stations are Westminster and St. James's Park.

If you wish to come to the meeting, please bring this Admission Card with you.

When you arrive at the venue, please present this Admission Card at one of the 'Shareholder Registration' desks for it to be verified.

If you cannot come to the AGM in person, Vodafone will be showing a live webcast at vodafone.com/agm, and a recording will be available on the website afterwards.

SRN:
Barcode

Name

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Vodafone Group Plc

AGM Proxy Form

Recommendation: The Directors recommend that you vote 'FOR' all the Resolutions (1 to 25) at the AGM as they intend to do for their own shareholdings in Vodafone.

Full details of the Resolutions to be proposed at the AGM, with explanatory notes, are set out in the AGM Notice at vodafone.com/agm

Before completing the front and back of this form, please read the explanatory notes on the next page. These notes should be read together with the notes to the AGM Notice.

I/We appoint the Chairman of the meeting OR the following person:

Do not insert your own name(s)

to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at Vodafone's AGM, to be held on Friday, 27 July 2018 at 11:00 am and at any adjournment of the meeting. I/We would like my/our proxy to vote on the Resolutions proposed at the meeting as indicated on the back of this form. Where no indication is given, the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

*For the appointment of more than one proxy, please read note 1

☐ If you are making multiple proxy appointments, please tick here.

This form is issued only to the addresseds and is specific to the class of share and the unique designated account printed above. This personalized form is not transferable between different IS account holders, 50 classes of share, or 50 uniquely designated accounts. Vodafone and Computershare accept no liability for any instruction that does not meet these conditions.

Electronic Shareholder Communications

Please join the growing number of shareholders who receive emails instead of hard copy shareholder communications such as Annual Reports and dividend confirmations.

Register online at investorcentre.co.uk/ecomms or supply your email address below and return this form in the reply-paid envelope provided.

The paper used is Elemental Chlorine Free, from a mill accredited to ISO 14001 and EMAS registered.

Printed by ISO 9001 accredited printer.

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Vodafone

EXT1533

You can submit your AGM proxy appointment and voting instructions:

Online – See note 7.

By Post – Return this form in the reply-paid envelope provided.

CREST – Via CREST Message – See note 8.

Your AGM proxy vote must be lodged no later than 11:00 am on Wednesday, 25 July 2018.

PIN:
CONTROL NUMBER:
SRN:
915086

Please remember to sign the back of this form in the signature box and return it using the enclosed reply-paid envelope to be received by Computershare by 11:00 am on Wednesday, 25 July 2018.

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The Vodafone Group Plc Annual Report 2018 is available by voting vodafone's website at vodafone.com/agm and may be accessed by clicking on the link 'AGM Notice'. You are advised to read the Notice and signing land accompanying explanatory notes on its entirety.

The Annual General Meeting's date, time and location are shown on the Admission Card attached.

Gentlemen and/or employees are advised to use the AGM notice and return it in the envelope provided.

The Vodafone Group Plc Annual Report 2018 is available by voting vodafone's website at vodafone.com/agm and may be accessed by clicking on the link 'AGM Notice'. You are advised to read the Notice and signing land accompanying explanatory notes on its entirety.

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Vodafone Group Plc

Explanatory notes for Proxy Form

1. If you are a registered shareholder of Vodafone Group Plc (Vodafone), you can attend, speak and vote at the annual general meeting (AGM) if you cannot come in person; you can appoint one or more proxies to attend, speak and vote for you by completing this proxy form.

If you are sending your AGM proxy form by post and you wish to appoint someone other than the Chairman of the meeting as your proxy, you must write their name in the space provided. If you are appointing a proxy for less than your full number of shares, please write the number of shares for which your proxy is authorised to act in the box next to their name. If you leave that box blank, your proxy will be deemed to be authorised for your full voting entitlement (or if the proxy form has been issued for a designated account for a shareholder, the full voting entitlement for that designated account). If you complete the form but do not insert a name, the Chairman of the meeting will act as your proxy.

Fill in your voting instructions, sign the form and send it to the Company's Registrars, Computer share, in the envelope provided. Alternatively, you can submit your AGM proxy voting instructions under (or by CREST if you are a CREST user), as explained in notes 7 and 8.

If you wish to appoint more than one proxy, you can request an additional proxy form from the Registrant 'relative on +2SD (0) 818 350 999 for shareholders resident in the Republic of Ireland or +44 (0) 370 702 0198 for shareholders resident in the UK and in other countries or you may photocopy this form. Please write the number of shares for which each proxy is authorised to act in the box next to their name. Please also tick the relevant box if you are appointing more than one proxy. All forms must be signed and returned together in the same envelope.

The number of votes you may cast at the AGM and whether you may attend will depend on whether you are an Vodafone's shareholder register at 8:00 pm on Wednesday, 25 July 2018 or, if the meeting is adjourned, 48 hours (excluding non-working days) before the time set for the adjourned meeting. In each case, changes to the shareholder register after that time will not be taken into account.

1. Vodafone gives you a 'vote withheld' option to allow you to abstain on any particular Resolution. However, if you withhold your vote, it will not be counted in the proportion of the votes 'fix' and 'Against' a Resolution, as a withheld vote is not a vote in law.

Vodafone

1. If you hold your shares jointly with someone else, either you or they may sign the form.

If you hold your shares jointly and more than one of the joint shareholders votes, only the vote of the more senior holder who submits a vote will be valid. The more senior holder will be the one whose name appears first on the shareholder register.

Where a shareholder is a corporation, this form must be executed under common seal or signed by an officer or other duly authorised person, stating their capacity.

1. To be valid Computershare must receive your AGM proxy vote by post, online or via CREST message by no later than 11:00 am on Wednesday, 25 July 2018.

2. Completing and returning this form does not stop you from coming to the meeting and voting in person.

3. If you would like to submit your AGM proxy vote online, you can do so on our website vodafone.com/agm by selecting the 'Vote Online' link and following the instructions. You will need the Central Number and your unique PIN and Shareholder Reference Number (SRN) printed on the front of the proxy form to log in. The PIN will expire at the end of the voting period. You can access the site from an internet enabled device.

4. If you use the CREST system (including if you are a CREST personal member) you may appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. The CREST message must be received by Computershare (ID number 3R450) not later than 11:00 am on Wednesday, 25 July 2018. The time of receipt will be taken to be the time from which Computershare can retrieve the message (as determined by the time/parity generated by the CREST system). If you are a CREST personal member or a CREST sponsored member, you should contact your CREST sponsor for help with appointing a proxy via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual (available via euroclear.com). Vodafone may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 3555(a) of the Uncertificated Securities Regulations 2001.

5. The front of this form shows how your address appears on the shareholder register. If this information is incorrect please call the Registrant 'relative on the telephone numbers given above, or contact the Investor Centre at investorcentric.co.uk to request a change of address form or to update your details online.

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Vodafone Group Plc

AGM Proxy Form

Please indicate your voting intention by marking [ ] in the relevant box alongside each Resolution. Your Directors recommend that you vote 'FOR' Resolutions 1 to 23.

Resolution
	No.	Against PR/NoHd
1	To receive the Company's accounts, the strategic report and reports of the Directors and the auditor for the year ended 31 March 2018	☐ ☐ ☐
2	To elect Michel Demard as a Director	☐ ☐ ☐
3	To elect Margherita Della Valle as a Director	☐ ☐ ☐
4	To re-elect Gerard Klantenlee as a Director	☐ ☐ ☐
5	To re-elect Vittorio Colao as a Director	☐ ☐ ☐
6	To re-elect Nick Read as a Director	☐ ☐ ☐
7	To re-elect Sir Ciripin Davis as a Director	☐ ☐ ☐
8	To re-elect Daniel Clark-Funer as a Director	☐ ☐ ☐
9	To re-elect Valerie Gooding as a Director	☐ ☐ ☐
10	To re-elect Renee James as a Director	☐ ☐ ☐
11	To re-elect Samuel Jonah as a Director	☐ ☐ ☐
12	To re-elect Maria Amparo Moratella Martinez as a Director	☐ ☐ ☐
13	To re-elect David Nish as a Director	☐ ☐ ☐

☐ ☐ ☐
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VodaFone

Any one joint holder may sign for joint holdings.

If this form is signed by someone else on your behalf, their authority to sign must be returned with the Proxy Form.

Resolution
	No.	Against PR/NoHd
14	To declare a final dividend of 10.25 euros/em per ordinary share for the year ended 31 March 2018	☐ ☐ ☐
15	To approve the Annual Report on Remuneration contained in the Remuneration Report of the Board for the year ended 31 March 2018	☐ ☐ ☐
16	To reappoint Pricewaterhouse Coopers Ltd as the Company's auditor until the end of the next general meeting at which accounts are laid before the Company	☐ ☐ ☐
17	To authorise the Audit and Risk Committee to determine the remuneration of the auditor	☐ ☐ ☐
18	To authorise the Directors to abid shares	☐ ☐ ☐
19	To authorise the Directors to dis-apply pre-emption rights	☐ ☐ ☐
20	To authorise the Directors to dis-apply pre-emption rights up to a further 5 per cent for the purposes of financing an acquisition or other capital investment	☐ ☐ ☐
21	To authorise the Company to purchase its own shares	☐ ☐ ☐
22	To authorise political donations and expenditure	☐ ☐ ☐
23	To authorise the Company to call general meetings (other than AGM) on 14 clear days' notice	☐ ☐ ☐
24	To approve the updated rules of the Vodafone Group 2008 (Foreward Plan)	☐ ☐ ☐
25	To adopt the new articles of association of the Company	☐ ☐ ☐

I Special Resolution

View our online annual report

As you would expect from a customer-focused business, we've created an online reporting suite which is designed to work for your specific needs.

vodafone.com/ar2018

Our sustainability report is also available online: vodafone.com/bbreport2018