Bond Vodafone Group 0% ( US92857WBB54 ) in USD

Vodafone Group

100 % ⇌

United Kingdom

US92857WBB54 ( in USD )

19/02/2016 - Bond has expired

Prospectus brochure of the bond Vodafone Group US92857WBB54 in USD 0%, expired

1 000 USD

700 000 000 USD

92857WBB5

Vodafone Group is a British multinational telecommunications company providing mobile and fixed line services, as well as broadband and internet access, across numerous countries globally.

The Bond issued by Vodafone Group ( United Kingdom ) , in USD, with the ISIN code US92857WBB54, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 19/02/2016

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Filed pursuant to Rule 433
Registration Statement No. 333-168347

February 15, 2013

Amended Final Term Sheet

$6,000,000,000

Vodafone Group Public Limited Company

$900,000,000 0.900% Notes due February 2016
$1,400,000,000 1.500% Notes due February 2018
$1,600,000,000 2.950% Notes due February 2023
$1,400,000,000 4.375% Notes due February 2043
$700,000,000 Floating Rate Notes due February 2016

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You
may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer,
any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by
calling Barclays Capital Inc. at 1-888-603-5847, HSBC Securities (USA) Inc. at 1-866-811-8049, J.P. Morgan
Securities LLC at 1-212-834-4533, Mitsubishi UFJ Securities (USA), Inc. at 1-877-649-6848 and Morgan Stanley &
Co. LLC at 1-866-718-1649.

0.900% Notes due February 2016 (the "Tranche 1 Notes")

Maturity Date
We will repay the Tranche 1 Notes on February 19, 2016 at 100% of their
principal amount plus accrued and unpaid interest.

Issue Date
February 19, 2013.

Issue Price
99.888% of the principal amount, plus accrued interest, if any, from and including
February 19, 2013 to the date the Tranche 1 Notes are delivered to investors.

Interest Rate
0.900% per annum.

Interest Payment Dates
Semi-annually on February 19 and August 19 of each year, commencing
August 19, 2013 up to and including the maturity date for the Tranche 1 Notes,
subject to the applicable business day convention.

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Business Day Convention
Following, Unadjusted.

Day Count Fraction
30/360.

Optional Make-Whole Redemption
We have the right to redeem the Tranche 1 Notes, in whole or in part, at any time
and from time to time at a redemption price equal to the greater of (1) 100% of the
principal amount of such Notes plus accrued interest to the date of redemption and
(2) as determined by the quotation agent, the sum of the present values of the
remaining scheduled payments of principal and interest on such Notes (excluding
any portion of such payments of interest accrued as of the date of redemption)
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the adjusted treasury rate, plus 10
basis points.

CUSIP Number
92857W BA7

ISIN Number
US92857WBA71

1.500% Notes due February 2018 (the "Tranche 2 Notes")

Maturity Date
We will repay the Tranche 2 Notes on February 19, 2018 at 100% of their
principal amount plus accrued and unpaid interest.

Issue Date
February 19, 2013.

Issue Price
99.540% of the principal amount, plus accrued interest, if any, from and including
February 19, 2013 to the date the Tranche 2 Notes are delivered to investors.

Interest Rate
1.500% per annum.

Interest Payment Dates
Semi-annually on February 19 and August 19 of each year, commencing
August 19, 2013 up to and including the maturity date for the Tranche 2 Notes,
subject to the applicable business day convention.

Business Day Convention
Following, Unadjusted.

Day Count Fraction
30/360.

Optional Make-Whole Redemption
We have the right to redeem the Tranche 2 Notes, in whole or in part, at any time
and from time to time at a redemption price equal to the greater of (1) 100% of the
principal amount of such Notes plus accrued interest to the date of redemption and
(2) as determined by the quotation agent, the sum of the present values of the
remaining scheduled payments of principal and interest on such Notes (excluding
any portion of such payments of interest accrued as of the date of redemption)
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the adjusted treasury rate, plus 12.5
basis points.

CUSIP Number
92857W BE9

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ISIN Number
US92857WBE93

2.950% Notes due February 2023 (the "Tranche 3 Notes")

Maturity Date
We will repay the Tranche 3 Notes on February 19, 2023 at 100% of their
principal amount plus accrued and unpaid interest.

Issue Date
February 19, 2013.

Issue Price
99.537% of the principal amount, plus accrued interest, if any, from and including
February 19, 2013 to the date the Tranche 3 Notes are delivered to investors.

Interest Rate
2.950% per annum.

Interest Payment Dates
Semi-annually on February 19 and August 19 of each year, commencing
August 19, 2013 up to and including the maturity date for the Tranche 3 Notes,
subject to the applicable business day convention.

Business Day Convention
Following, Unadjusted.

Day Count Fraction
30/360.

Optional Make-Whole Redemption
We have the right to redeem the Tranche 3 Notes, in whole or in part, at any time
and from time to time at a redemption price equal to the greater of (1) 100% of the
principal amount of such Notes plus accrued interest to the date of redemption and
(2) as determined by the quotation agent, the sum of the present values of the
remaining scheduled payments of principal and interest on such Notes (excluding
any portion of such payments of interest accrued as of the date of redemption)
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the adjusted treasury rate, plus 15
basis points.

CUSIP Number
92857W BC3

ISIN Number
US92857WBC38

4.375% Notes due February 2043 (the "Tranche 4 Notes" and, together with the Tranche 1 Notes, the Tranche 2
Notes and the Tranche 3 Notes, the "Fixed Rate Notes")

Maturity Date
We will repay the Tranche 4 Notes on February 19, 2043 at 100% of their
principal amount plus accrued and unpaid interest.

Issue Date
February 19, 2013.

Issue Price
98.716% of the principal amount, plus accrued interest, if any, from and including
February 19, 2013 to the date the Tranche 4 Notes are delivered to investors.

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Interest Rate
4.375% per annum.

Interest Payment Dates
Semi-annually on February 19 and August 19 of each year, commencing
August 19, 2013 up to and including the maturity date for the Tranche 4 Notes,
subject to the applicable business day convention.

Business Day Convention
Following, Unadjusted.

Day Count Fraction
30/360.

Optional Make-Whole Redemption
We have the right to redeem the Tranche 4 Notes, in whole or in part, at any time
and from time to time at a redemption price equal to the greater of (1) 100% of the
principal amount of such Notes plus accrued interest to the date of redemption and
(2) as determined by the quotation agent, the sum of the present values of the
remaining scheduled payments of principal and interest on such Notes (excluding
any portion of such payments of interest accrued as of the date of redemption)
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the adjusted treasury rate, plus 20
basis points.

CUSIP Number
92857W BD1

ISIN Number
US92857WBD11

Floating Rate Notes due February 2016 (the "Tranche 5 Notes" or the "Floating Rate Notes" and, together with
the Fixed Rate Notes, the "Notes")

Maturity date
We will repay the Tranche 5 Notes on February 19, 2016 at 100% of their
principal amount plus accrued and unpaid interest.

Issue date
February 19, 2013.

Issue price
100% of the principal amount, plus accrued interest, if any, from February 19,
2013.

Interest rate
The interest rate for the period from February 19, 2013 to, but excluding, the first
interest reset date will be the initial base rate, as adjusted by adding the spread.
Thereafter, the interest rate will be the base rate, as adjusted by adding the spread.
The interest rate will be reset quarterly on each interest reset date.

Initial base rate
Three-month U.S. dollar LIBOR, as determined on February 19, 2013.

Base rate
Three-month U.S. dollar LIBOR

Spread
Plus 0.385%.

Interest payment dates
Quarterly on February 19, May 19, August 19 and November 19 of each year,
commencing May 19, 2013, up to and including the maturity date for the Tranche
5 Notes, subject to the applicable business day convention.

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Interest reset dates
Starting with the interest period scheduled to commence on May 19, 2013, the
interest reset date for each interest period will be the first day of such interest
period, subject to the applicable business day convention.

Interest determination date
The interest determination date relating to a particular interest reset date will be
the second London business day preceding such interest reset date.

Business day convention
Modified following.

Day count fraction
Actual/360 (ISDA).

Calculation agent
The Bank of New York Mellon, acting through its London branch, or its successor
appointed by the Issuer.

CUSIP Number
92857W BB5

ISIN Number
US92857WBB54

The following terms apply to each tranche of the Notes:

Special Interest Rate Adjustment
The Interest Rate of the Fixed Rate Notes and the Spread of the Floating Rate
Feature
Notes will increase (such increase, an "Interest Rate Adjustment") in the event of
a downgrade, expressly as a result, in whole or in part, of a Relevant Transaction
(as defined below), to Baa1 or BBB+ or a lower rating (as applicable) in our
long-term unsecured senior debt rating as determined by Fitch Ratings, Inc.,
Moody's Investors Service, Inc. or Standard & Poor's Financial Services LLC, a
subsidiary of The McGraw-Hill Companies, Inc. (each, a "Rating Agency" and
such downgrade, a "Confirmed Rating Change") at any time during the Interest
Rate Adjustment Period (as defined below). The "Interest Rate Adjustment
Period", as referred to herein, shall commence on the date of any public
announcement occurring prior to February 18, 2014, by us or the company that is
the subject of a Relevant Transaction (as defined below), of any acquisition of the
whole or part of any other company or the acquisition of substantially all of the
assets of any other company (a "Relevant Transaction") and ends 30 days after the
consummation of such Relevant Transaction.

The Interest Rate in respect of the Tranche 1 Notes, Tranche 2 Notes, Tranche 3
Notes and Tranche 4 Notes will be increased by 5 basis points, 10 basis points, 15
basis points and 20 basis points, respectively, in the event of a Confirmed Rating
Change. The Spread in respect of the Floating Rate Notes will be increased by 5
basis points in the event of a Confirmed Rating Change.

Any Interest Rate Adjustment will take retroactive effect from the first day
following the last Interest Payment Date during the semi-annual or quarterly
period (as applicable) in which a Confirmed Rating Change occurred.

Business Days
For the Fixed Rate Notes, New York; for the Floating Rate Notes, London and
New York.

Ranking
The Notes will rank equally with all present and future unsecured and
unsubordinated indebtedness of Vodafone. Because we are a holding company,
the Notes will effectively rank junior to any indebtedness or other liabilities of our
subsidiaries.

Regular Record Dates for Interest
With respect to each interest payment date, the regular record date for interest on
global securities in registered form will be the close of business on the Clearing
System Business Day prior to the date for payment, where "Clearing System
Business Day" means Monday to Friday, inclusive, except December 25 and
January 1. The regular record date for interest on debt securities that are
represented by physical certificates will be the date that is 15 calendar days prior
to such date, whether or not such date is a business day.

Payment of Additional Amounts
We intend to make all payments on the Notes without deducting United Kingdom
(U.K.) withholding taxes. If any deduction is required on payments to non-U.K.
investors, we will pay additional amounts on those payments to the extent
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described under "Description of Debt Securities We May Offer--Payment of
Additional Amounts" in the prospectus.

Optional Tax Redemption
We may redeem the Notes before they mature if we are obligated to pay additional
amounts due to changes on or after the date of this final term sheet in U.K.
withholding tax requirements, a merger or consolidation with another entity or a
sale or lease of substantially all our assets and other limited circumstances
described under "Description of Debt Securities We May Offer--Payment of
Additional Amounts" in the

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prospectus. In that event, we may redeem the Notes in whole but not in part on
any interest payment date, at a price equal to 100% of their principal amount plus
accrued interest to the date fixed for redemption.

Adjusted Treasury Rate
"Adjusted treasury rate" means, with respect to any redemption date, the rate per
year equal to the semi-annual equivalent yield to maturity of the comparable
treasury issue, assuming a price for the comparable treasury issue (expressed as a
percentage of its principal amount) equal to the comparable treasury price for such
redemption date.

Comparable Treasury Issue
"Comparable treasury issue" means the U.S. Treasury security selected by the
quotation agent as having a maturity comparable to the remaining term of such
notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining terms of such notes.

Comparable Treasury Price
"Comparable treasury price" means, with respect to any redemption date, the
average of the reference treasury dealer quotations for such redemption date.

Quotation Agent
"Quotation agent" means the reference treasury dealer appointed by the Issuer.

Reference Treasury Dealer
"Reference treasury dealer" means any primary U.S. government securities dealer
in New York City selected by the Issuer.

Reference Treasury Dealer
"Reference treasury dealer quotations" means with respect to each reference
Quotations
treasury dealer and any redemption date, the average, as determined by the trustee,
of the bid and asked prices for the comparable treasury issue (expressed as a
percentage of its principal amount) quoted in writing to the trustee by such
reference treasury dealer at 5:00 p.m. Eastern Standard Time on the third business
day preceding such redemption date.

Listing
We will file an application to list the Notes on the New York Stock Exchange. We
expect that the Notes will be eligible for trading on the New York Stock Exchange
within 30 days after delivery of the Notes.

Use of Proceeds
We intend to use the net proceeds from the sale of the Notes for general corporate
purposes.

Risk Factors
You should carefully consider all of the information in this final term sheet, the
prospectus supplement and the prospectus, which includes information
incorporated by reference. In particular, you should evaluate the specific factors
under "Risk Factors" beginning on page 5 of the prospectus and "Principal risk
factors and uncertainties" beginning on page 51 of our Annual Report on
Form 20-F for the fiscal year ended March

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31, 2012 for risks involved with an investment in the Notes.

Trustee, Calculation Agent and
The Bank of New York Mellon.
Principal Paying Agent

Timing and Delivery
We currently expect delivery of the Notes to occur on or about February 19, 2013.

Underwriters
Barclays Capital Inc.
HSBC Securities (USA) Inc.
J.P. Morgan Securities LLC
Mitsubishi UFJ Securities (USA), Inc.
Morgan Stanley & Co. LLC

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