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Vodafone Group PLC Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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Vodafone Group Plc
Notice of Annual General Meeting
Monday, 27 July 2026 at 10:30 am
This document is important and requires your immediate attention. Please read it straight away.
If you have any doubts about what action you need to take, you should immediately consult your stockbroker, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser.
If you have sold or transferred all of your shares, you should pass this booklet and accompanying documents to the person through whom you sold or transferred them, to forward to the purchaser or transferee. If you have sold or transferred only part of your shareholding, you should keep these documents.
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Vodafone Group Plc Notice of Annual General Meeting
In this booklet
03 Chair's letter
05 The Board
12 Notice of meeting and resolutions to be proposed
21 Notes to the AGM Notice
26 Shareholder attendance, enquiries and information
28 AGM information and upcoming dates
29 Appendix: Amendments to the Vodafone Global Incentive Plan 2023
Visit our website for more information:
vodafone.com/investors
Visit our online annual report:
vodafone.com/ar26
Vodafone Group Plc Notice of Annual General Meeting
Chair's letter
Vodafone Group Plc ('Vodafone' or the 'Company') will hold its forty-second annual general meeting ('AGM') at the Storey Club, Paddington Central, 4 Kingdom Street, London, W2 6BD. The meeting will start at 10:30 am on Monday, 27 July 2026.
Dear shareholder
The AGM is a valuable opportunity for shareholders to communicate directly with the Board and to ask questions. On behalf of the Board, I encourage you to attend the AGM and would urge you, regardless of the number of shares you own, to vote on the Resolutions set out on pages 12 to 20. If you are unable to attend the AGM, details of how to vote by proxy are set out on pages 21 to 23 of this document (the 'AGM Notice').
The AGM will also be live webcast over the internet and registered shareholders will also be able to submit questions for consideration by the Directors at the meeting. Instructions on how to submit a question can be found on page 24. Questions submitted in advance should be received by no later than 6.30 pm on Thursday, 23 July 2026.
The notice of meeting and the resolutions to be proposed, including explanatory notes to the resolutions, are on pages 12 to 20 of this document. In addition to the resolutions we regularly bring to shareholders at our annual general meetings, the business of the meeting this year also includes resolutions proposing the adoption of the new Directors' Remuneration Policy (the 'Remuneration Policy') and amendments to the Vodafone Global Incentive Plan 2023, which was approved by shareholders at the 2023 AGM.
Directors' Remuneration Policy
Subject to shareholder approval, the Remuneration Policy will take effect on conclusion of the AGM and is anticipated to last for three years from that time, unless shareholder approval is obtained for a new Remuneration Policy before then. The Remuneration Policy can be found on pages 103 to 108 of the annual report and accounts for the year ended 31 March 2026 (the '2026 Annual Report').
Amendments to the Vodafone Global Incentive Plan 2023
To align the rules of the Vodafone Global Incentive Plan 2023 with the proposed Remuneration Policy and current institutional investor guidance, shareholders are also asked to approve changes to the rules in line with the requirements of the UK Listing Rules. Further details of these changes can be found on pages 20 and 29 of this document.
Directors
In accordance with the UK Corporate Governance Code 2024 (the 'Code'), all Directors of the Company, except Amparo Moraleda who is retiring, will stand for election or re-election, as applicable, at the AGM. Pilar López and Olaf Koch will stand for election by shareholders for the first time at the AGM. Accordingly, as part of the ordinary business of the meeting, resolutions 2 to 14 inclusive are to elect and re-elect Directors. Since the last annual general meeting, there have been several Board and Committee changes that have taken place.
Following the conclusion of the 2025 annual general meeting on 29 July 2025:
- David Nish retired from the Board, as Senior Independent Director and Chair of the Audit and Risk Committee, following nine years' service on the Board;
- Simon Segars was appointed Senior Independent Director and also joined the Nominations and Governance Committee;
- Simon Dingemans was appointed Chair of the Audit and Risk Committee and member of the Remuneration Committee;
- Anne-Françoise Nesmes was appointed as a Non-Executive Director and member of the Audit and Risk Committee and ESG Committee;
Vodafone Group Plc Notice of Annual General Meeting
Chair's letter continued
- Michel Demaré ceased to be a member of the Nominations and Governance Committee;
- Christine Ramon ceased to be a member of the ESG Committee and joined the Remuneration Committee; and
- Delphine Ernotte Cunci ceased to be a member of the Remuneration Committee and joined the Nominations and Governance Committee.
On 1 December 2025, Pilar López was appointed as Group Chief Financial Officer and Executive Director to the Board following Luka Mucic's departure on 30 November 2025.
As announced on 15 May 2026:
- Amparo Moraleda will not be seeking re-election at the 2026 AGM and will be retiring as a Board member and Chair of the ESG and Remuneration Committees with effect from the conclusion of the AGM.
- With effect from the conclusion of the 2026 AGM, Anne-Françoise Nesmes will be appointed as ESG Committee Chair and Christine Ramon will be appointed Remuneration Committee Chair.
- Subject to shareholder approval, Olaf Koch will be appointed as a Non-Executive Director with effect from the conclusion of the 2026 AGM.
I would like to take the opportunity to thank Amparo for her outstanding contribution to the Company.
Biographical details for each of the Directors together with a description of the importance of her contribution to the success of the Company and the reasons for their proposed election or re-election, as applicable, can be found on pages 5 to 11 of this document. Biographical details can also be found on pages 77 to 80 of the 2026 Annual Report and on our website at vodafone.com/board.
After completing the annual review of the performance of the Board, its Committees, the Chair and individual Directors, the Board concluded that each existing Director proposed to be elected or re-elected continues to make a valuable contribution to Board meetings and to the meetings of the Committees on which they sit, and that the Directors work together effectively to contribute to the Company's long-term success.
The Board has also carefully considered the Directors' commitments and determined that each Director has sufficient time to commit to their respective roles on the Board and to any Committees on which they sit, alongside any other external appointments which they hold. The determination is made based on the ability of each Director to commit sufficient time to fulfil their individual obligations rather than a strict numeric count of directorships.
Recommendation
Your Directors consider that Resolutions 1 to 26 set out on pages 12 to 20 of this document are in the best interests of the Company and its shareholders as a whole and recommend that shareholders vote 'FOR' the Resolutions. The results of voting on all the Resolutions will be announced via the Regulatory News Service and published on our website as soon as possible after the end of the AGM.
In addition to the AGM, we like to use our website and email to communicate with our shareholders. All shareholder communications, including this AGM Notice, a copy of the 2026 Annual Report and up-to-date shareholder information are available to view on the dedicated shareholder section of our website, vodafone.com/investors, and I would encourage you to make use of them.
Your Board appreciates your continuing support.
Jean-François van Boxmeer
Chair
19 May 2026
Vodafone Group Plc Notice of Annual General Meeting
5
The Board
External appointments listed are only those required to be disclosed pursuant to UK Listing Rule 6.4.8R and 6.4.9R
Jean-François van Boxmeer
Chair – Independent on appointment (tenure: 5 years)
Skills and experience:
Jean-François was the Chief Executive of Heineken for 15 years, having been with the company for 36 years. He held a number of senior roles in Africa and Europe before joining Heineken's Executive Board in 2001 with worldwide responsibility for supply chain and technical services, as well as regional responsibility for the operating businesses in North-West Europe, Central and Eastern Europe and Sub-Saharan Africa.
Importance of contribution to the Company and reasons for re-election:
- Extensive international experience in driving growth through both business-to-business and business-to-consumer business models, both of which are integral components of the Company's strategy and long-term success.
- Exposure to overseeing the management of complex and far-reaching transformational projects, including specific hands-on experience of the countries in which the Company operates.
- Skilled communicator with a strong track record of developing stakeholder relations and overseeing governance in the context of a large global organisation, which, in his capacity as Chair of the Board, continues to be of great value to the Company.
External appointments:
- The Magnum Ice Cream Company, chair
Margherita Della Valle
Group Chief Executive – Executive Director (tenure: 3 years (as Group Chief Executive))
Skills and experience:
Margherita's previous roles within Vodafone were Group Chief Financial Officer from 2018 to 2023, Deputy Chief Financial Officer from 2015 to 2018, Group Financial Controller, Chief Financial Officer for Vodafone's European region and Chief Financial Officer for Vodafone Italy. After moving to a Group finance position in 2007, Margherita established several shared operations functions, which provide a portfolio of services spanning IT operations, customer care, supply chain management, human resources and finance operations to 28 partners in other markets.
Importance of contribution to the Company and reasons for re-election:
- Strong commercial and operational leadership with expert knowledge of the global telecommunications landscape after three decades of direct industry experience.
- Considerable corporate finance and accounting experience, translating into an expert understanding of capital allocation, operational efficiency and investment appraisal.
- After over 30 years at Vodafone, Margherita has a strong personal affiliation and understanding of the Company's culture and values, which help her represent the Company to all stakeholders and develop and implement the strategy. Proven record of developing the next generation of talent, including senior leadership within Vodafone and more broadly through her founding of NXT GEN Women in Finance, an initiative where European Chief Financial Officers identify, mentor and promote rising female stars in finance.
Vodafone Group Plc Notice of Annual General Meeting
The Board continued
Pilar López
Group Chief Financial Officer – Executive Director (tenure: <1 year)
Skills and experience:
Pilar served for 10 years at Microsoft in a range of senior leadership positions including COO for Western Europe, Country General Manager for Spain and the lead on Microsoft's partnership with the London Stock Exchange Group. Prior to Microsoft, Pilar spent 16 years with Telefónica in a number of finance and senior leadership positions.
Her experience at Telefónica includes CFO Telefónica Europe, CFO O2 Plc, Global Simplification Director, leading Strategy & Business Development in Spain and serving on the Supervisory Board of Telefónica Germany. Pilar began her career at J.P. Morgan and was previously a Non-Executive Director of Ferguson Plc.
Importance of contribution to the Company and reasons for election:
- Strong transformational and strategic mindset with the ability to drive operational excellence and deliver sustainable growth.
- Deep-rooted knowledge of the finance, telecoms and technology sectors gained through a wide range of international leadership roles.
External appointments:
- Inditex S.A., Non-Executive Director, member of the audit and compliance committee, nomination committee and sustainability committee.
Stephen A. Carter CBE
Independent Non-Executive Director (tenure: 3 years)
Skills and experience:
Since becoming Group CEO of Informa Plc in 2013, Stephen has led Informa Plc through a transformation into an international leader in B2B events, digital services and academic markets. Prior to Informa, Stephen was President and Managing Director at Alcatel-Lucent and also served a term as the founding CEO of Ofcom. After Ofcom, Stephen served as Chief of Strategy to the UK's Prime Minister, and then as a Minister of State for Communications, Technology & Broadcasting.
Importance of contribution to the Company and reasons for re-election:
- Track record of value creation, with specific experience in the telecoms and media sectors.
- Experience in public policy, government affairs and regulatory engagement, which is invaluable in relation to the highly regulated environment within which the Company operates.
External appointments:
- Informa Plc, group chief executive
- Informa TechTarget Inc, non-executive director*
-
BolognaFiere Group, director and member of the governance, nominating and compensation committees*
-
Please note these external appointments are part of the Informa Group. The Board has carefully considered Stephen's external appointments and determined that he has sufficient time to commit to his role on the Board and the Committees on which he sits.
Vodafone Group Plc Notice of Annual General Meeting
Michel Demaré
Independent Non-Executive Director (tenure: 8 years)
Skills and experience:
Michel began his career at Continental Bank SA, Belgium, before spending 18 years with The Dow Chemical Company in several finance and strategy responsibilities in Benelux, France, the US and Switzerland. He was Chief Financial Officer Europe for Baxter International from 2002 to 2005, and Chief Financial Officer at ABB Group from 2005 to 2013. He also served as Interim CEO of ABB during 2008. He was independent vice-chairman at UBS Group from 2009 to 2019, and vice-chairman/chairman of Syngenta AG from 2013 to 2017 and Chairman of IMD Business School from 2020 to 2025.
Importance of contribution to the Company and reasons for re-election:
- Proven multinational business leader with substantial international finance, strategy and M&A experience.
- Highly skilled in governance and corporate stewardship, which Michel brings both to the Board and to each of the Committees of the Company on which he sits.
External appointments:
- AstraZeneca Plc, non-executive chair, chair of the nomination and governance committee and member of the remuneration committee
Simon Dingemans
Independent Non-Executive Director (tenure: 1 year)
Skills and experience:
From 2011 to 2019, Simon was Group Chief Financial Officer of GlaxoSmithKline plc ('GSK'). Prior to GSK, Simon worked in investment banking for over 25 years at SG Warburg and then Goldman Sachs, where he was a Partner for a decade advising a broad range of leading UK and European companies across a number of sectors. Simon previously served as Chairman of the Financial Reporting Council.
Importance of contribution to the Company and reasons for re-election:
- Proven history of delivering extensive transformation and restructuring efforts to improve organisation performance.
- Extensive financial, operational and strategic experience is a valuable addition to the Board to drive the execution of the Company's strategy to achieve our commercial priorities and deliver long-term value to our shareholders.
External appointments:
- WPP Plc, non-executive director and member of the audit committee
- Avantor, Inc., director
Vodafone Group Plc Notice of Annual General Meeting
The Board continued
Hatem Dowidar
Non-Executive Director (tenure: 2 years)
Skills and experience:
Hatem brings over 35 years of experience in multinational companies and more than 26 years of these within the telecommunications industry across various leadership roles. Hatem joined e& Group in September 2015, initially as Group Chief Operating Officer before being appointed Group Chief Executive Officer in 2020, a position he held until March 2026. Prior to joining e& Group, Hatem held various leadership roles at Vodafone including Group Chief of Staff, Group Core Services Director, CEO of Vodafone Egypt and CEO of Partner Markets.
Importance of contribution to the Company and reasons for re-election:
- Highly skilled strategist and visionary, with experience leading several ground-breaking strategic programmes.
- Extensive corporate governance experience through representation as chair and board member on several corporate boards within and outside the telecommunications industry.
External appointments:
- Etihad Etisalat Company (Mobily), non-executive director
- BlackRock Frontiers Investment Trust Plc, non-executive director
Delphine Ernotte Cunci
Independent Non-Executive Director and Workforce Engagement Lead (tenure: 3 years)
Skills and experience:
Since 2015, Delphine has been President of France Télévisions, the French national public television broadcaster. Delphine was appointed for a third consecutive five-year term in May 2025; the first time this has happened to an incumbent President. Prior to that, Delphine spent 26 years at Orange S.A., where she became Deputy CEO in 2010 and led the successful turnaround of Orange France.
Importance of contribution to the Company and reasons for re-election:
- Considerable experience in the telecoms sector and, more recently, in media and technology, which enhances Board understanding of trends relevant to the Company's operations and the wider European regulatory environment.
- Sound technical skills fostered by Delphine's engineering background and distinguished career at Orange provide a firm grounding to the Board's evaluation of specific opportunities within the telecoms and connectivity space.
Vodafone Group Plc Notice of Annual General Meeting
9
Deborah Kerr
Independent Non-Executive Director (tenure: 4 years)
Skills and experience:
Deborah is Managing Director at Warburg Pincus. Deborah has previously held senior executive roles across a range of sectors, including Sabre, FICO, Hewlett-Packard and Jet Propulsion Laboratory. Deborah has also held non-executive roles at International Airline Group, Chico's, DH Corporation and Mitchell International Inc.
Importance of contribution to the Company and reasons for re-election:
- A wealth of technological expertise, including an understanding of complex digital transformations, which continues to be central to the next phase of the Company's growth.
- Detailed knowledge of the technology market, which, in the context of her role as a member of the Audit and Risk Committee, affords insights into the risk profile of the Company as well as the sectors and markets within which it operates.
External appointments:
- NetApp Inc., non-executive director and member of the audit committee
Olaf Koch
Prospective Independent Non-Executive Director subject to shareholder approval (tenure: <1 year)
Skills and experience:
Olaf is an experienced German business leader with strong tech expertise, known for driving complex transformations in large companies. As CEO of Metro for nine years, he restructured the group into a focused wholesale and food specialist, demonstrating financial discipline and strategic clarity. He blends deep knowledge of German corporate culture and capital markets with an entrepreneurial approach.
He began his career at Daimler, where he held senior roles such as leading Corporate e-Business and overseeing Finance, Controlling, and Strategy at Mercedes Car Group. Between his time at Daimler, he founded and successfully sold an IT networks company. Olaf was also previously MD, Operations at Permira and has been a partner at Zintinus since 2021.
Importance of contribution to the Company and reasons for election:
- Comprehensive knowledge of the German market, including its competitive dynamics, regulatory framework, and stakeholder environment, coupled with his expertise in transformation and digital innovation, would bring significant value to the Board's perspective.
- Consistent combination of financial and commercial leadership with practical technology experience, supporting strong focus on operating models, digital enablement, and scalable systems.
External appointments:
- Mercedes-Benz Group AG, Shareholder representative, Chair of the Audit and Legal Affairs Committees
Vodafone Group Plc Notice of Annual General Meeting
The Board continued
Anne-Françoise Nesmes
Independent Non-Executive Director
(tenure: <1 year)
Skills and experience:
Until recently, Anne-Françoise was the Chief Financial Officer at Smith & Nephew Plc, the multinational medical equipment manufacturer, where she was instrumental in developing a transformation programme. Prior to Smith & Nephew Plc, Anne-Françoise was Chief Financial Officer at Dechra Pharmaceuticals from 2013 to 2016 and Chief Financial Officer at Merlin Entertainments from 2016 to 2020. In these roles, she helped define the strategy and successfully streamlined financial processes as well as completed several acquisitions. Before that, Anne-Françoise held a series of finance positions at GlaxoSmithKline during her 16-year career.
Importance of contribution to the Company and reasons for re-election:
- Highly skilled strategist with substantial M&A experience.
- Strong commercial leader with extensive expertise in finance, IT, regulated environment, portfolio restructuring and shared services, which Anne-Françoise brings to both the Board and to the Committees on which she sits.
- Passionate advocate for inclusion and gender diversity. Member of the Corporate Responsibility Committee of Compass Group Plc.
External appointments:
- Compass Group Plc, senior independent director, chair of the audit committee and member of the nomination and corporate responsibility committees
- Sanofi S.A., non-executive director and member of the audit committee
Christine Ramon
Independent Non-Executive Director and Workforce Engagement Lead
(tenure: 3 years)
Skills and experience:
Christine was Chief Financial Officer and executive director of AngloGold Ashanti Ltd until June 2022, a global gold mining company. Prior to AngloGold Ashanti, she was Chief Financial Officer of Sasol Ltd, a South African energy and chemicals company. Christine was also a former Chief Executive Officer at Johnnic Holdings Ltd and had worked at Pepsi as a Financial Controller. Christine has held non-executive director roles at the International Federation of Accountants, MTN Group Ltd, Lafarge S.A., and Transnet SOC Ltd.
Importance of contribution to the Company and reasons for re-election:
- Considerable experience of African markets, which will provide invaluable oversight to the Company's ESG programme, sustainability and responsible business practices.
- Up-to-date investor relations experience and strong ambassadorial skills developed through a distinguished executive career to date.
- Highly experienced corporate finance executive with extensive board expertise. This will supplement the Board's financial, commercial and strategic capabilities.
External appointments:
- Clicks Group Limited, non-executive director, member of the remuneration committee and chair of the audit & risk committee
- Discovery Limited, non-executive director, member of the audit committee and social and ethics committee, member of the remuneration committee and member of the treating the customers fairly sub-committee.
- Remgro Limited, non-executive director.
Vodafone Group Plc Notice of Annual General Meeting
Simon Segars
Independent Non-Executive Director and Senior Independent Director (tenure: 3 years)
Skills and experience:
Simon was previously the CEO of Arm Ltd., the global leader in the development of semiconductor intellectual property. He successfully led the business from 2013 to 2022 and generated significant value for investors during his tenure. During 2017 to 2021, Simon was also a Board member of the SoftBank Group. Prior to joining Arm in 1991, he was an engineer at Standard Telephones and Cables.
Importance of contribution to the Company and reasons for re-election:
- Possesses significant understanding of technology trends and how these are reshaping industry landscapes, which are important in charting the Company's strategic direction.
- Proven history of business transformation and corporate strategy in dynamic and swiftly evolving commercial environments.
- Extensive commercial acumen and knowledge of critical business and economic issues, which Simon brings both to the Board and to each of the Committees on which he sits.
- Extensive experience in public company governance and global leadership, together with a strong understanding of digital inclusion and energy efficient technologies, bring a valuable perspective to the ESG Committee.
External appointments:
- Dolby Laboratories, Inc., non-executive director.
Vodafone Group Plc Notice of Annual General Meeting
Notice of meeting and resolutions to be proposed
Vodafone will hold its forty-second AGM at Storey Club, Paddington Central, 4 Kingdom Street, London, W2 6BD at 10:30 am on Monday, 27 July 2026.
The purpose of the AGM is to consider and, if thought fit, to pass the following resolutions, of which Resolutions 1 to 20 (inclusive), 24 and 26 will be proposed as Ordinary Resolutions and Resolutions 21 to 23 (inclusive) and 25, will be proposed as Special Resolutions. There will be a poll vote on all Resolutions.
The Board recommends you vote 'FOR' Resolutions 1 to 26.
1. Report and accounts
To receive the Company's accounts, the strategic report and reports of the Directors and the auditor for the year ended 31 March 2026.
Note: Shareholders are required to receive the Company's accounts for the financial year which ended on 31 March 2026. These include both the consolidated accounts and Vodafone's stand-alone accounts, together with the strategic report and the reports of the Directors and the auditor. These are all contained in the 2026 Annual Report which can be found on our website at vodafone.com/ar26.
Election and re-election of Directors
- To re-elect Jean-François van Boxmeer as a Director.
- To re-elect Margherita Della Valle as a Director.
- To re-elect Stephen A. Carter CBE as a Director.
- To re-elect Michel Demaré as a Director.
- To re-elect Simon Dingemans as a Director.
- To re-elect Hatem Dowidar as a Director.
- To re-elect Delphine Ernotte Cunci as a Director.
- To re-elect Deborah Kerr as a Director.
- To elect Olaf Koch as a Director.
- To elect Pilar López as a Director.
- To re-elect Anne-Françoise Nesmes as a Director.
- To re-elect Christine Ramon as a Director.
- To re-elect Simon Segars as a Director.
Vodafone Group Plc Notice of Annual General Meeting
13
Note: Full biographical details of all the Directors who are proposed for election or re-election (as applicable) under Resolutions 2 to 14 can be found on pages 5 to 11 of this document, on pages 77 to 80 of the 2026 Annual Report and on our website at vodafone.com/board.
In accordance with the Company's Articles of Association and the Code, each year the Directors appointed by the Board are required to submit themselves for election at the first annual general meeting following their appointment, and each other Director who is a Director at the date of this AGM Notice shall retire from office at the AGM and will be subject to re-election by the shareholders. The Board has reviewed the independence of its Non-Executive Directors and with the exception of Hatem Dowidar (the representative of e&, appointed pursuant to the strategic relationship agreement between the Company and e&), has determined that each of them remains independent of management.
Following the outcome of the annual performance review of the Board, its committees, the Chair and individual directors, the Board concluded that each existing Director standing for election or re-election (as applicable) continues to make a valuable contribution to Board meetings and to the meetings of the Committees on which they sit, and that the Directors effectively work together to contribute to the Company's long-term success. The Board considers that each Director has sufficient time to commit to their respective roles on the Board and in any Committee on which they sit, alongside any other external appointments which they hold. This includes Stephen A. Carter who has taken up an additional listed non-executive directorship at BolognaFiere Group which forms part of the Informa Group. The time commitment for the additional non-executive directorship held by Stephen on the board of BolognaFiere Group as part of the Informa Group is not considered as extensive as a stand-alone position would be. Therefore, after due consideration, the Board is comfortable that Stephen has sufficient capacity to discharge his responsibilities.
- Final dividend
To declare a final dividend of 2.3625 eurocents per ordinary share for the year ended 31 March 2026.
Note: This Resolution seeks shareholder approval for the final ordinary dividend recommended by the Directors. The Directors are recommending a final dividend of 2.3625 eurocents per ordinary share. An interim dividend of 2.25 eurocents per ordinary share was paid on 5 February 2026, making a total dividend for the year of 4.6125 eurocents per ordinary share. If approved, the final dividend will be paid on 30 July 2026 to shareholders on the register of members as at 5.00 pm on 5 June 2026.
Vodafone pays cash dividends by direct credit only. In order to receive your dividends directly into your bank or building society account on the dividend payment date, you will need to have provided your account details to the Registrars. Paying dividends into a bank or building society account is a quicker and more secure way for your dividends to be paid directly to you.
In instances where you have not provided valid account details to the Company's Registrar, Equiniti, your distributions due on these shares will be retained and you may be charged a fee for the dividend payment to be released unless you have instructed for your dividend to be reinvested into the Dividend Reinvestment Plan ('DRIP'). Shareholders who elect for the DRIP will automatically receive shares for all future dividends. Shareholders may cancel the election at any time by contacting the Company's Registrar, Equiniti.
Equiniti's contact details can be found on page 27 of this document.
Vodafone Group Plc Notice of Annual General Meeting
Notice of meeting and resolutions to be proposed continued
16. Directors' Remuneration Policy
To approve the Directors' Remuneration Policy set out on pages 103 to 108 of the 2026 Annual Report (the 'Remuneration Policy').
Note: The Remuneration Policy sets out the Company's proposed remuneration arrangements which, subject to approval of this Resolution, will take effect immediately after the AGM. The Remuneration Policy is part of the Directors' Remuneration Report (pages 103 to 108 of the 2026 Annual Report which can be viewed at vodafone.com/ar26). It is intended that the Remuneration Policy will last for three years and, unless the Company wishes to change the Remuneration Policy, no further shareholder approval will be needed during this period. If the Remuneration Policy is approved by shareholders, it will take immediate effect, and the Company will not be able to make a remuneration payment to a current or prospective Director or a payment for loss of office to a current or past Director unless that payment is consistent with the Remuneration Policy or has been approved by a resolution of the shareholders of the Company. If the Remuneration Policy is not approved for any reason, the Company will continue to make payments to Directors in accordance with the current directors' remuneration policy which was approved at the Company's annual general meeting on 25 July 2023 and is available on the Company's website and will seek shareholder approval for a further revised policy as soon as it is practicable.
17. Annual Report on Remuneration
To approve the Annual Report on Remuneration (other than the part containing the Remuneration Policy) contained in the Remuneration Report of the Board for the year ended 31 March 2026 (the 'Annual Report on Remuneration').
Note: The Board must put the Annual Report on Remuneration to a shareholder vote under company law. As in previous years, this shareholder vote is advisory. The Annual Report on Remuneration is available to view in the 2026 Annual Report (pages 109 to 120) which is available on our website at vodafone.com/ar26.
18. Auditor re-appointment
To re-appoint Ernst & Young LLP as the Company's auditor until the end of the next general meeting at which accounts are laid before the Company.
Note: The Company has to appoint the auditor at each general meeting at which accounts are presented, to hold office until the end of the next meeting of that type. This Resolution, which is recommended by the Audit and Risk Committee, proposes the re-appointment of Ernst & Young LLP as the Company's statutory auditor for the financial year ending 31 March 2027.
19. Auditor remuneration
To authorise the Audit and Risk Committee to determine the remuneration of the auditor.
Note: This Resolution follows best practice in corporate governance by separately seeking authority for the Audit and Risk Committee to determine the auditor's remuneration.
Vodafone Group Plc Notice of Annual General Meeting
15
Authority to allot shares and authority to allot further shares as part of a rights issue
- To renew the Board's power under Article 11.2 of the Company's Articles of Association to allot shares, grant rights to subscribe for shares and to convert any security into shares in the Company:
a. up to an aggregate nominal amount of US$1,608,207,275; and
b. up to a further aggregate nominal amount of US$1,608,207,275 only for the purposes of a rights issue:
- to ordinary shareholders in proportion (as nearly as practicable) to their existing holdings; and
- to people who are holders of or otherwise have rights to other equity securities if this is required by the rights of those securities or, if the Board considers it necessary, as permitted by the rights of those securities,
subject, in both cases, to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
The Directors may use this power until the earlier of the end of the next annual general meeting of the Company or 15 months from the date the resolution is passed. This authority replaces all previous authorities.
Note: The Directors need authority from shareholders to be able to issue shares. This authority is renewed each year at the annual general meeting. The Directors are seeking authority to be able to:
- issue shares equivalent to one-third of the total issued ordinary share capital of the Company (excluding treasury shares) as at 13 May 2026 (Resolution 20a.); and
- issue shares equivalent to a further one-third of the total issued ordinary share capital of the Company (excluding treasury shares) as at 13 May 2026 as part of a rights issue (Resolution 20b.). If the Directors exercised this authority, then all the Directors would offer themselves for re-election by the shareholders at the following annual general meeting (as they do each year in the interests of good corporate governance).
The Company's Articles of Association and this Resolution allow the issue or sale of shares after the expiry of this authority if the agreement to issue or sell the shares is entered into while the authority is in force.
At the moment, the Company has no plans to undertake a rights issue or to issue new shares other than to meet its obligations under its executive and employee share plans. However, the Directors believe it to be in the best interests of the Company that they should continue to have this authority to respond to market developments and to enable shares to be issued to finance business opportunities as they may arise.
The Directors are aware of the latest IA Share Capital Management Guidelines published in February 2023, which update the previous guidance to incorporate all fully pre-emptive offers, not just fully pre-emptive rights issues. The Directors have decided that they will limit the relevant limb of the allotment authority (Resolution 20b.) to rights issues in line with past practice but will keep emerging market practice under review and consider the current limitation to rights issues provides sufficient flexibility to the Company at present.
At 13 May 2026, the Company held 1,301,795,360 treasury shares, which represents 5.65 percent of the total number of ordinary shares in issue, excluding treasury shares, at that date.
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Notice of meeting and resolutions to be proposed continued
Disapplication of pre-emption rights
- If Resolution 20 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:
a. to the allotment of equity securities and sale of treasury shares in connection with a pre-emptive offer (as defined in the Company's Articles of Association) (but, in the case of authority granted under Resolution 20b., by way of a rights issue only); and
b. to the allotment of equity securities and sale of treasury shares (otherwise than under paragraph a. above) up to an aggregate nominal amount of US$241,231,091,
such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, 15 months from the date the resolution is passed) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Resolution 21 is proposed as a Special Resolution
Note: Under company law, where shares are issued or treasury shares are sold for cash they must first be offered to the existing shareholders on a pre-emptive basis in accordance with a particular procedure set out in company law (unless they are issued or sold in connection with an employee share scheme). The Directors are seeking authority (with
Resolutions 21 and 22) to be able to issue shares or sell treasury shares for cash in certain circumstances. Seeking the disapplication of pre-emption rights in these circumstances gives the Directors flexibility to make an offer to shareholders without following the particular procedure in company law. This enables the Directors to make arrangements in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in countries outside the UK or any other matter.
Resolution 21 allows the Directors to allot shares and sell treasury shares for cash (i) in connection with a pre-emptive offer or, in the case of authority granted under Resolution 20b., a pre-emptive rights issue, or (ii) otherwise up to a nominal value of US$241,231,091, equivalent to just less than 5 percent of the total issued ordinary share capital of the Company excluding treasury shares and 4.73 percent of the total issued ordinary share capital of the Company including treasury shares, as at 13 May 2026, in each case without first having to offer them to existing shareholders in proportion to their holdings.
The Directors are also seeking authority to disapply pre-emption rights in respect of allotments of shares and sales of treasury shares for cash representing no more than an additional 5 percent of issued ordinary share capital (excluding treasury shares), to be used only in connection with an acquisition or specified capital investment (see Resolution 22).
The Board intends to continue to not allot shares or other equity securities or sell treasury shares for cash on a non-pre-emptive basis under the authority in Resolution 21 in excess of an amount equal to 7.5 percent of the total issued ordinary share capital of the Company (excluding treasury shares) within a rolling three-year period, other than with prior consultation with shareholders or in connection with an acquisition or specified capital investment which is announced together with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.
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In respect of the authority sought under Resolutions 21 and 22, the Directors acknowledge the provisions of the Pre-Emption Group's most recent Statement of Principles published in November 2022 (the '2022 Statement of Principles'). However, at this time, the Directors consider it appropriate to retain the previous limits of 5 percent of the issued ordinary share capital of the Company in Resolutions 21 and 22 and have not adopted the increased limits of 10 percent set out in the 2022 Statement of Principles nor specifically provided for follow-on offers. The Directors will keep emerging market practice under review but consider that the limits of 5 percent provide sufficient flexibility to the Company at present. The Directors have no present intention to exercise the powers sought by Resolutions 21 and 22. If the powers sought by Resolutions 21 or 22 are used in relation to a non-pre-emptive offer, the Directors confirm that they intend to follow the shareholder protections set out in Part 2B of the 2022 Statement of Principles to the extent reasonably practicable and relevant (as the Company is not seeking authority for follow-on offers).
Additional authority for disapplication of pre-emption rights
- If Resolution 20 is passed, the Board be authorised in addition to any authority granted under Resolution 21 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by paragraph (a) of that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:
a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of US$241,231,091; and
b. used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the 2022 Statement of Principles,
such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, 15 months from the date the resolution is passed) but, in each case, prior to its expiry, the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Resolution 22 is proposed as a Special Resolution
Note: The purpose of Resolution 22 is to authorise the Directors to allot new shares under the allotment authority given by Resolution 20, or sell treasury shares, for cash up to a further nominal amount of US$241,231,091, equivalent to just less than 5 percent of the total issued ordinary share capital of the Company as at 13 May 2026 excluding treasury shares and 4.73 percent of the total issued ordinary share capital of the Company including treasury shares, only in connection with an acquisition or specified capital investment which is announced together with the allotment, or which has taken place in the preceding twelve-month period and is disclosed in the announcement of the issue.
If the authority given in Resolution 22 is used, the Company will publish details of the issuance or sale in its next Annual Report.
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Notice of meeting and resolutions to be proposed continued
Share buyback
- To authorise the Company, for the purposes of Section 701 of the Companies Act 2006, to make market purchases (as defined in Section 693 of the Companies Act 2006) of ordinary shares of 2020/21 US cents each in the capital of the Company provided that:
a. the maximum aggregate number of ordinary shares which may be purchased is 2,302,658,323;
b. the minimum price (excluding expenses) which may be paid for each ordinary share is 20 US cents;
c. the maximum price (excluding expenses) which may be paid for any ordinary share does not exceed the higher of:
- 5 percent above the average market price of such shares on the London Stock Exchange Daily Official List for the five business days prior to the date of purchase; and
- the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out.
This authority will expire at the earlier of the end of the next annual general meeting of the Company or 15 months from the date the resolution is passed, unless the authority is renewed before then (except in relation to a purchase of ordinary shares where the contract was concluded before the expiry of the authority but which might be executed wholly or partly after that expiry, in which case the Company may purchase ordinary shares pursuant to any such contract as if the authority had not ended).
Resolution 23 is proposed as a Special Resolution
Note: Resolution 23 grants authority to the Company to purchase up to 2,302,658,323 ordinary shares (being just less than 10 percent of the issued share capital of the Company (excluding treasury shares) as at 13 May 2026, the last practicable date prior to the publication of this AGM Notice) until the earlier of the next annual general meeting of the Company in 2027 or 15 months from the date the resolution is passed, whichever occurs first. The Company's exercise of this authority is subject to the upper and lower limits on the price payable set out in the Resolution.
Similar resolutions granting authority to repurchase shares have been approved by shareholders in previous years. The existing authority to buyback shares expires at the end of the 2026 AGM. Between (i) 20 May 2025 and 23 July 2025, (ii) 24 July 2025 and 10 November 2025, (iii) 11 November 2025 and 4 February 2026 and (iv) 5 February 2026 and 11 May 2026, Vodafone undertook non-discretionary share buyback programmes with Citigroup Global Markets Limited, Goldman Sachs International, and Merrill Lynch International following the sale of Vodafone Italy to Swisscom AG on 31 December 2024. The Board carefully considered the implementation of these share buyback programmes in the context of a broad capital allocation review, considering the investment profile of the Group's strategy and the reshaping of its European operations.
As at 13 May 2026, the Company has purchased 1,877,378,949 ordinary shares under those programmes (of which 1,324,218,261 ordinary shares were purchased in the period from the last annual general meeting to 11 May 2026), which is below the limit the Company announced for the programmes and below the number of ordinary shares permitted to be purchased pursuant to the authority granted by the shareholders at the annual general meeting on 29 July 2025 (3,715,558,736 ordinary shares).
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The Directors have no present intention of exercising this authority, but will keep the matter under review, taking into account market conditions, the cash reserves of the Company, the Company's share price, other investment opportunities and the overall financial position of the Company.
The Directors will exercise this authority only when to do so would be in the best interests of the Company, and of its shareholders generally and could reasonably be expected to result in an increase in the earnings per share of the Company.
Under UK company law, the Company can:
- hold the shares it has repurchased as treasury shares and resell them for cash or cancel them, either immediately or in the future; or
- use them for the purposes of its employee share schemes.
The Directors intend for the shares purchased under this authority to be held in treasury and cancelled on a periodic basis. It is not intended that the Company would hold more than 10 percent of its issued share capital in treasury at any time.
Any treasury shares sold by the Company will count towards the number of shares which, if Resolutions 21 and 22 are passed, may be issued or sold without first offering them to existing shareholders (except when sold in connection with an employee share scheme).
The total number of options to subscribe for shares (and similar rights to acquire newly issued shares) issued by the Company outstanding as at 13 May 2026 was 427,394,479. This represents 1.86 percent of the issued share capital at that date (excluding treasury shares). If the Company was to purchase the maximum number of shares permitted under this Resolution, the total number of options to subscribe for shares (and similar rights to acquire newly issued shares) issued by the Company outstanding at 13 May 2026 would represent 2.06 percent of the total issued ordinary share capital (excluding treasury shares).
Political donations and expenditure
- To authorise the Company and its subsidiaries during the period this Resolution has effect, for the purposes of Part 14 of the Companies Act 2006:
a. to make political donations to political parties and/or independent election candidates not exceeding £100,000;
b. to make political donations to political organisations other than political parties not exceeding £100,000; and
c. to incur political expenditure not exceeding £100,000, provided that the aggregate of donations and expenditure under a., b., and c. does not exceed £100,000.
All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Companies Act 2006 are revoked without prejudice to any donation made or expenditure incurred before those authorisations or approvals were revoked. This authority will expire at the earlier of the end of the next annual general meeting of the Company or 15 months from the date the resolution is passed.
Words and expressions defined for the purpose of the Companies Act 2006 have the same meaning in this Resolution.
Note: The Companies Act 2006 requires shareholder approval for:
- donations by companies to registered political parties, other political organisations and independent election candidates totalling more than £5,000 in any 12-month period; and
- companies to incur any political expenditure (subject to limited exceptions).
The definition of donation in this context is very wide and extends to bodies concerned with policy review, law reform and the representation of the business
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Notice of meeting and resolutions to be proposed continued
community. It could also include special interest groups, such as those involved with the environment, which the Company and its subsidiaries might wish to support, even though doing so would not be designed to support or influence support for a particular political party.
The existing authority for these payments expires at the end of the Company's 2026 AGM.
The Company's policy is still not to make political donations or incur political expenditure as those expressions are normally understood. However, the Directors consider that it is in the best interests of the shareholders for the Company to participate in public debate and opinion-forming on matters which affect its business. To avoid inadvertently infringing the Companies Act 2006, the Directors are seeking authority for the Company and its subsidiaries to make political donations and to incur political expenditure during the period from the date of the AGM in 2026 to the end of the annual general meeting in 2027 or 15 months from the date the resolution is passed (whichever occurs first). This is subject to a maximum aggregate amount of £100,000.
No payments have been made under previous authorities given in this regard and the Company has no current intention to use this authority in the subsequent year.
Consent to short notice
- To authorise the Board to call general meetings (other than annual general meetings) on a minimum of 14 clear days' notice.
Resolution 25 is proposed as a Special Resolution
Note: The Directors would like to be able to call general meetings (other than annual general meetings) on 14 clear days' notice (rather than the default 21 days specified under the Companies Act 2006).
Resolution 25 seeks approval to be able to do this, effective until the end of the Company's annual general meeting in 2027. The shorter notice period of 14 clear days will not be routinely used for general meetings, but will only be used where the business of the meeting merits that flexibility and the Directors believe it to be beneficial to shareholders as a whole.
The Company intends to seek this authority each year.
The Company meets the requirements for electronic voting under the relevant regulations to be able to call a general meeting on 14 clear days' notice.
Amendments to the Vodafone Global Incentive Plan 2023
- To approve the amendments to the Vodafone Global Incentive Plan 2023 (the 'Plan') summarised in the Appendix to this AGM Notice and to authorise the Board to do all acts and things which it may consider necessary or expedient to carry the amended Plan rules into effect.
Note: The full amended rules of the Plan will be produced to the AGM and initialled by the Chair for the purpose of identification.
Your Directors are recommending that shareholders vote 'FOR' Resolutions 1 to 26 as they intend to do for their own shareholdings in the Company.
By Order of the Board
Maaike de Bie
Company Secretary
Vodafone House,
The Connection,
Newbury,
Berkshire RG14 2FN,
United Kingdom
19 May 2026
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Notes to the AGM Notice
1. Information rights
Any person who has been nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The rights relating to proxy appointments in these notes do not apply directly to Nominated Persons.
2. Documents available for inspection
Copies of the Directors' service contracts and the terms and conditions of appointment of all Non-Executive Directors, the amended rules of the Vodafone Global Incentive Plan 2023 and a copy of this AGM Notice will be available for inspection at the registered office of the Company and at the offices of Slaughter and May, 1 Bunhill Row, London EC1Y 8YY during normal business hours on any weekday (excluding public holidays) from the date of this AGM Notice until (and including) the date of the AGM, and at the Storey Club, Paddington Central, 4 Kingdom Street, London, W2 6BD from 10.15 am on the date of the AGM until the end of the AGM. A copy of this AGM Notice and other information required by Section 311A of the Companies Act 2006 is also available on the Company's website at vodafone.com/agm.
3. Entitlement to attend and vote
The Company will determine which shareholders are entitled to attend and vote at the AGM, and the number of votes which may be cast, by reference to the Company's shareholder register as at 6.30 pm on Thursday, 23 July 2026 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.
Shareholders are reminded of their right under Section 360BA of the Companies Act 2006 to request, within thirty days following the AGM, information which enables them to determine that their vote on a poll at the general meeting was validly recorded and counted by the Company.
4. Appointing a proxy
Direct Shareholders
A shareholder holding shares directly on the register of members (a 'Direct Shareholder') may appoint another person as their proxy to exercise all or any of their rights to attend, speak and vote at the AGM.
Direct Shareholders can register proxy appointments and instructions by using one of the following methods:
- visiting our website, vodafone.com/agm and following the 'Vote Online' link. Please ensure you have your Shareholder Reference Number to hand which is shown on your proxy form. For shareholders who have elected to receive notice via email, and who have therefore not received a proxy card, a proxy or proxies may be appointed electronically by logging into your Portfolio at www.shareview.co.uk;
- completing and signing the proxy form and returning it in the addressed envelope along with any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority) to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA; or
- submitting a CREST message, if you are a CREST member. Please see Note 8 on the proxy form for details.
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Notes to the AGM Notice continued
All proxy appointments and instructions, by whichever method you choose, must be received by the Company's registrars, Equiniti Limited (the 'Registrars') by 10:30 am on Thursday, 23 July 2026, or if the meeting is adjourned, 48 hours (excluding non-working days) before the time set for the adjourned meeting. You are encouraged to choose electronic proxy appointment and instructions.
If you appoint a proxy, you will still be able to come to the AGM in person and vote, if you wish to do so.
5. Appointing a proxy
VSA members
Shareholders who hold shares through the Vodafone Share Account ('VSA') and cannot attend the meeting in person can instruct Equiniti Financial Services Limited (the 'Nominee') to vote on their behalf, using the following method:
- visiting our website, vodafone.com/agm, and following the 'Vote Online' link. Please ensure you have your Shareholder Reference Number to hand which is shown on the front of the Notification Letter.
All voting instructions, must be received by our Registrars by 10:30 am on Wednesday, 22 July 2026, or if the meeting is adjourned, 72 hours (excluding non-working days) before the time set for the adjourned meeting.
If you instruct the Nominee to vote for you, you will still be able to come to the AGM in person and vote, if you wish to do so.
6. Using the CREST service
Proxy Instruction
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM (and any adjournment of the AGM) by following the procedures described in the CREST Manual (available via euroclear.com). CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
For a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, to be valid, be transmitted so as to be received by Equiniti Limited (RA19) by the latest time for receipt of proxy appointments specified in Note 4. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to a proxy appointed through CREST should be communicated to them by other means.
CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages.
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Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his/her CREST sponsor or voting service provider takes) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
If you appoint a proxy via the CREST electronic proxy appointment service, you will still be able to come to the AGM in person, if you wish to do so.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10:30 am on Thursday, 23 July 2026, or if the meeting is adjourned, 48 hours (excluding non-working days) before the time set for the adjourned meeting, in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
7. Corporate representatives
A shareholder that is a company or other organisation not having a physical presence cannot attend in person and must therefore appoint someone to represent it. Company law provides two alternative methods to do this: the appointment of a proxy (described above) or a corporate representative.
Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares. Shareholders considering the appointment of a corporate representative are recommended to check their legal position and also view the Company's Articles of Association, available on vodafone.com/board.
Corporate representatives wishing to attend the AGM are recommended to pre-register with the Registrars and then arrive at the registration desks in good time before the start of the meeting, particularly if representing a number of different holdings. Typically, this might need to be at least 30 minutes before the start of the meeting.
8. Electronic addresses
Electronic addresses provided in this AGM Notice, the proxy form and voting instruction form are provided only for those purposes expressly stated.
9. Joint holders
In the case of joint holders, where more than one of the joint holders completes a proxy form or provides a VSA voting instruction for the joint holding, only the instruction submitted by the holder whose name appears first in the Company's register of members will be accepted.
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Notes to the AGM Notice continued
10. Total voting rights and share capital
As at 13 May 2026, which is the latest practicable date before publication of this AGM Notice, the Company had 24,328,378,589 ordinary shares of 2020/21 US cents each (including treasury shares) and 50,000 7 percent cumulative fixed rate shares of £1 each. The total number of votes exercisable as at 13 May 2026 was 23,026,583,229. The holders of ordinary shares are entitled to attend and vote at general meetings of the Company. On a vote by show of hands every ordinary shareholder who is present and entitled to vote has one vote and every proxy present who has been duly appointed by a shareholder entitled to vote has one vote.
On a vote by poll every ordinary shareholder who is present in person or by proxy has one vote for every ordinary share held. The holders of 7 percent cumulative fixed rate shares are only entitled to attend and vote at general meetings of the Company in very limited circumstances, as set out in the Articles of Association of the Company.
Each of the Resolutions to be put to the meeting will be voted on by way of a poll and not by a show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting.
11. Right to request a statement from the Company
Shareholders should note that, under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish, on a website, a statement setting out any matter relating to (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM, or (b) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid.
The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Section 527 or 528 (requirements as to website availability) of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
12. Right to ask questions at the AGM
The Company values the opportunity for constructive engagement with shareholders at the AGM. The Chair will conduct the meeting in a way that supports meaningful discussion while ensuring the efficient and orderly consideration of the business of the meeting. Any shareholder attending the AGM will have the opportunity to ask questions relating to the resolutions and other business of the AGM. The Chair will seek to ensure that shareholders have a reasonable opportunity to ask questions and will address questions as considered appropriate in the context of the meeting. The Chair may determine the manner in which questions are taken, including grouping similar questions and imposing reasonable time limits. Shareholders can also submit their questions relating to the business of the meeting in advance of the AGM by sending an email to [email protected] to be received by no later than 6:30 pm on Thursday, 23 July 2026.
The Company will respond to questions relevant to the business of the AGM except, in the opinion of the Chair, if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form
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of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
13. Right to propose a resolution
Under Section 338 and Section 338A of the Companies Act 2006, shareholders meeting the threshold requirements in those sections have the right to require the Company (a) to give to shareholders of the Company entitled to receive notice of the AGM, notice of a resolution which may properly be moved and is intended to be moved at the AGM, and/or (b) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious.
Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authenticated by the person or persons making it, and must be received by the Company not later than 15 June 2026 which is six clear weeks before the AGM. In the case of a matter to be included in the business only, it must also be accompanied by a statement setting out the grounds for the request.
14. Data protection
Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Shareholder Reference Number. The Company and any third party to which it discloses the data (including our Registrars) may process your personal data in accordance with the Company's privacy policy for the purposes of compiling and updating the Company's records and fulfilling the Company's legal obligations. The Company's shareholder privacy statement is available online at https://www.vodafone.com/investors/shareholder-centre/shareholder-privacy-statement.
Vodafone Group Plc Notice of Annual General Meeting
Shareholder attendance, enquiries and information
Getting to the AGM venue
There is a map showing how to find the Storey Club on page 28 of this AGM Notice.
For your personal safety and security, there may be checks and bag searches of those attending the meeting. It is recommended that you arrive a little early to allow time for these procedures. Recording equipment, cameras and other items that might interfere with the meeting will not be permitted inside the venue. Please be advised that you will be unable to bring food or drink into the meeting.
Registration
The AGM will start at 10:30 am. Registration will take place from 9:30 am.
Please make sure you bring photographic ID and your Shareholder Reference Number (found on the proxy form or voting instruction form) or a copy of the email notification of this booklet (if we communicate with you electronically), as this will help you with registration formalities.
Shareholders will have the opportunity to ask questions relating to the business of the meeting.
If you cannot attend
The AGM will be webcast live on the Company's website. For more information on how to view the webcast, please visit vodafone.com/agm.
If you hold your shares directly on the share register you can register your proxy appointment and instructions using one of the methods in Note 4 to the AGM Notice. You may appoint more than one proxy for the AGM as long as each proxy is appointed to exercise the rights attached to a different share or shares held by you.
If you are a VSA member you can attend, speak and vote at the AGM or, if you do not wish to attend in person, you may instruct the Nominee, Equiniti Financial Services Limited, to vote these shares on your behalf using the method in Note 5 to the AGM Notice.
A proxy does not need to be a shareholder of the Company. Shareholders who have lodged a proxy (whether by post, via the internet, or by submitting a CREST message (if applicable)) may still attend and vote at the AGM themselves.
2026 Annual Report and AGM Notice
The Company's 2026 Annual Report is available online at vodafone.com/ar26. Hard copies of the 2026 Annual Report and this AGM Notice are available by contacting the Registrars whose contact details can be found on page 27.
Manage your shareholding online
Holders of ordinary shares may view and update details of their shareholding and dividend payment instructions, subject to passing an identity check, on the Registrars' website at www.shareview.co.uk.
You will need your eleven-digit Shareholder Reference Number which is printed on your proxy form or voting instruction form.
Vodafone Group Plc Notice of Annual General Meeting
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Dividend payments by direct credit
The Company pays cash dividends to holders of ordinary shares by direct credit only. To receive dividends directly into your account, you should ensure that your payment instructions are registered with our Registrars – see ‘Manage your shareholding online’ above.
Customer Services
Customer Services representatives will be available at the AGM venue to support with customer related matters. If you cannot attend and would like to enquire about a customer related matter, please contact 191 from your mobile free of charge if you are a Vodafone customer in the UK, or 0333 304 0191 (standard charges apply) using any other UK mobile or landline.
If you are calling from outside of the UK, please contact +447836 191191. This is free of charge if you are a Vodafone customer, otherwise standard charges apply.
Registrars/shareholder enquiries
The Company’s ordinary share register is maintained by:
- Equiniti Limited
- Highdown House
- Yeoman Way
- Worthing
- West Sussex
- BN99 3HH
- United Kingdom
Telephone: +44 (0) 371 384 2532
The Company’s VSA register is maintained by:
- Equiniti Financial Services Limited
- Highdown House
- Yeoman Way
- Worthing
- West Sussex
- BN99 3HH
- United Kingdom
Any queries about the AGM should be directed to the Company’s Registrars as detailed above.
Vodafone Group Plc Notice of Annual General Meeting
AGM information
Date: Monday, 27 July 2026
Location: Storey Club, Paddington Central, 4 Kingdom Street, London, W2 6BD
Nearest train station: Paddington
Key timings: 09.30 am Doors open and registration commences | 10.30 am AGM starts.
Upcoming dates
Q1 results
27 July 2026
Payment of final dividend
30 July 2026
Vodafone Group Plc Notice of Annual General Meeting
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Appendix: Amendments to the Vodafone Global Incentive Plan 2023 (the 'Plan')
Overall dilution limit
Under the current Plan rules, the number of ordinary shares in the Company ('Shares') which may be issued or transferred from treasury to satisfy awards granted in any ten-year rolling period under the Plan and any other discretionary employee share plan adopted by the Company may not exceed 5% of the issued ordinary share capital of the Company from time to time. The amended Plan rules remove this 5% cap to bring the Plan into line with the recently updated Investment Association guidelines on executive remuneration, which no longer include this 5% cap for discretionary plans. This will provide the Company with greater flexibility to determine how best to deploy its capital in connection with its employee share plans to deliver returns for shareholders.
In line with the updated Investment Association guidelines, best practice in the market and the Plan rules approved by shareholders at the 2023 AGM, the Plan rules retain an overall dilution limit of 10% of the Company's ordinary share capital in respect of awards granted under all the Company's employee share plans over the same ten-year period. This limit will continue to provide certainty for shareholders on the maximum dilutive effect of the Company's employee share plans.
Individual limits:
It is proposed that the Plan rules are also amended to align them to the new Directors' Remuneration Policy submitted for shareholders' approval under resolution 16. Under the amended Plan rules, awards under the Plan may either be made in the form of awards which have an exercise price per Share (that must be paid by the participant in order to receive the underlying shares) that is at least equal to the prevailing share price at the time the award is granted ('market value share options') or as awards that do not have such an exercise price ('free share awards').
Under the amended Plan rules:
a. free share awards will not normally be granted to a participant over Shares with a market value (as determined by the Committee) in excess of 350% of salary in respect of any financial year of the Company; and
b. the fair value (as determined by the Committee) of market value share options that may be granted to a participant in respect of any financial year of the Company under the Plan is normally capped at 150% of salary.
Awards may, however, be granted in excess of these limits to an eligible employee in connection with their recruitment by way of compensating them for any awards or entitlements forfeited as a result of leaving their former employer.
Vodafone Group Plc Notice of Annual General Meeting
Notes
Vodafone Group Plc Notice of Annual General Meeting
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Notes
Vodafone Group Plc
Registered office:
Vodafone House
The Connection
Newbury
Berkshire RG14 2FN
United Kingdom
Tel: +44 (0) 1635 33251
Registered in England and Wales No. 1833679
Vodafone and the Vodafone logo are trade marks of the Vodafone Group. Other product and company names mentioned herein may be the trade marks of their respective owners.
© Vodafone Group Plc 2026