Bond Vodafone Group 2.625% ( XS2225157424 ) in EUR

Vodafone Group

99.17 % ▲

United Kingdom

XS2225157424 ( in EUR )

2.625% per year ( payment 1 time a year)

26/08/2080

Prospectus brochure of the bond Vodafone Group XS2225157424 en EUR 2.625%, maturity 26/08/2080

27/08/2025 ( In 165 days )

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 EUR, with the ISIN code XS2225157424, pays a coupon of 2.625% per year.
The coupons are paid 1 time per year and the Bond maturity is 26/08/2080

Prospectus dated 25 August 2020
Vodafone Group Plc
(incorporated with limited liability in England and Wales)
1,000,000,000 Capital Securities due 2080
and
1,000,000,000 Capital Securities due 2080
Issue Price: 100.00 per cent. in respect of the NC6 Securities
100.00 per cent. in respect of the NC10 Securities
The 1,000,000,000 Capital Securities due 27 August 2080 (the "NC6 Securities") and the 1,000,000,000 Capital Securities due 27 August 2080 (the "NC10 Securities" and together with
the NC6 Securities, the "Securities" and each, a "Series") will be issued by Vodafone Group Plc (the "Issuer") on 27 August 2020 (the "Issue Date").
The NC6 Securities will bear interest on their principal amount from (and including) the Issue Date to (but excluding) 27 August 2026 (the "First NC6 Securities Reset Date") at a rate of
2.625 per cent. per annum, payable annually in arrear on 27 August in each year. The Interest Payment (as defined in the "Terms and Conditions of the NC6 Securities" (the "NC6
Conditions")) in respect of each Interest Period (as defined in the NC6 Conditions) commencing before the First NC6 Securities Reset Date will amount to 26.25 per 1,000 in principal
amount of the NC6 Securities. Thereafter, unless previously redeemed, the NC6 Securities will bear interest from (and including) the First NC6 Securities Reset Date to (but excluding) 27
August 2031 at a rate per annum which shall be 3.002 per cent. above the 5 year Swap Rate (as defined in the NC6 Conditions) for the relevant Reset Period (as defined in the NC6
Conditions), payable annually in arrear on 27 August in each year. From (and including) 27 August 2031 to (but excluding) 27 August 2046, the NC6 Securities will bear interest at a rate
per annum which shall be 3.252 per cent. above the 5 year Swap Rate for the relevant Reset Period payable annually in arrear on 27 August in each year. From (and including) 27 August
2046 up to (but excluding) 27 August 2080 (the "NC6 Securities Maturity Date"), the NC6 Securities will bear interest at a rate per annum which shall be 4.002 per cent. above the 5 year
Swap Rate for the relevant Reset Period payable annually in arrear on 27 August in each year, all as more particularly described in "Terms and Conditions of the NC6 Securities--Interest
Payments".
The NC10 Securities will bear interest on their principal amount from (and including) the Issue Date to (but excluding) 27 August 2030 (the "First NC10 Securities Reset Date") at a rate
of 3.000 per cent. per annum, payable annually in arrear on 27 August in each year. The Interest Payment (as defined in the "Terms and Conditions of the NC10 Securities" (the "NC10
Conditions" and, together with the NC6 Conditions, the "Conditions")) in respect of each Interest Period (as defined in the NC10 Conditions) commencing before the First NC10 Securities
Reset Date will amount to 30.00 per 1,000 in principal amount of the NC10 Securities. Thereafter, unless previously redeemed, the NC10 Securities will bear interest from (and including)
the First NC10 Securities Reset Date to (but excluding) 27 August 2050 at a rate per annum which shall be 3.477 per cent. above the 5 year Swap Rate (as defined in the NC10 Conditions)
for the relevant Reset Period (as defined in the NC10 Conditions), payable annually in arrear on 27 August in each year. From (and including) 27 August 2050 up to (but excluding) 27
August 2080 (the "NC10 Securities Maturity Date"), the NC10 Securities will bear interest at a rate per annum which shall be 4.227 per cent. above the 5 year Swap Rate for the relevant
Reset Period payable annually in arrear on 27 August in each year, all as more particularly described in "Terms and Conditions of the NC10 Securities--Interest Payments".
If the Issuer does not elect to redeem either Series of the Securities in accordance with Condition 6(g) thereof following the occurrence of a Change of Control Event (as defined in the
relevant Conditions), the then prevailing interest rate per annum (and each subsequent interest rate per annum otherwise determined in accordance with the relevant Conditions) for such
Series shall be increased by 5 per cent. per annum with effect from (and including) the date on which the Change of Control Event occurs, see "Terms and Conditions of the NC6 Securities--
Interest Payments--Step-up after Change of Control Event" and "Terms and Conditions of the NC10 Securities--Interest Payments--Step-up after Change of Control Event", respectively.
The Issuer may, at its discretion, elect to defer all or part of any payment of interest on the Securities as more particularly described in "Terms and Conditions of the NC6 Securities--
Optional Interest Deferral" and "Terms and Conditions of the NC10 Securities--Optional Interest Deferral", respectively. Any amounts so deferred, together with further interest accrued
thereon (at the interest rate per annum prevailing from time to time), shall constitute Arrears of Interest (as defined in the relevant Conditions). The Issuer may pay outstanding Arrears of
Interest, in whole or in part, at any time in accordance with the relevant Conditions. Notwithstanding this, the Issuer shall pay any outstanding Arrears of Interest, in whole but not in part,
on the first occurring Mandatory Settlement Date (as defined in the relevant Conditions) following the Interest Payment Date on which a Deferred Interest Payment (as defined in the relevant
Conditions) arose, all as more particularly described in "Terms and Conditions of the NC6 Securities -- Optional Interest Deferral--Mandatory Settlement" and "Terms and Conditions of
the NC10 Securities-- Optional Interest Deferral--Mandatory Settlement", respectively.
The NC6 Securities will be redeemed at their principal amount, together with any accrued and unpaid interest and any outstanding Arrears of Interest, on 27 August 2080. The NC6 Securities
may not be redeemed prior to the NC6 Securities Maturity Date at the option of the Issuer other than in accordance with Condition 6 thereof. The NC6 Securities shall be redeemable (at the
option of the Issuer) in whole but not in part on any date from (and including) 27 May 2026 to (and including) the First NC6 Securities Reset Date or on any Interest Payment Date thereafter,
at the principal amount of the NC6 Securities, together with any accrued and unpaid interest up to (but excluding) such date and any outstanding Arrears of Interest.
The NC10 Securities will be redeemed at their principal amount, together with any accrued and unpaid interest and any outstanding Arrears of Interest, on 27 August 2080. The NC10
Securities may not be redeemed prior to the NC10 Securities Maturity Date at the option of the Issuer other than in accordance with Condition 6 thereof. The NC10 Securities shall be
redeemable (at the option of the Issuer) in whole but not in part on any date from (and including) 27 May 2030 to (and including) the First NC10 Securities Reset Date and on any Interest
Payment Date thereafter, at the principal amount of the NC10 Securities, together with any accrued and unpaid interest up to (but excluding) such date and any outstanding Arrears of Interest.
In addition, upon the occurrence of an Accounting Event, a Capital Event, a Change of Control Event, a Substantial Repurchase Event, a Tax Event or a Withholding Tax Event (each such
term as defined in the relevant Conditions), each Series shall be redeemable (at the option of the Issuer) in whole but not in part at the prices set out, and as more particularly described, in
"Terms and Conditions of the NC6 Securities--Redemption" and "Terms and Conditions of the NC10 Securities--Redemption", respectively.
The Issuer may, upon the occurrence of an Accounting Event, a Capital Event, a Tax Event or a Withholding Tax Event, at any time, without the consent of the holders of the relevant
Securities, either (i) substitute all, but not some only, of such Securities for, or (ii) vary the terms of such Securities with the effect that they remain or become, as the case may be, Qualifying
Securities (as defined in the relevant Conditions), in each case in accordance with Condition 7 thereof and subject to the receipt by the Trustee of the certificate of the Authorised Signatories
(as defined in the relevant Conditions) of the Issuer referred to in Condition 8 thereof.
The Securities will be unsecured securities of the Issuer and will constitute subordinated obligations of the Issuer, all as more particularly described in "Terms and Conditions of the NC6
Securities--Status", "Terms and Conditions of the NC6 Securities--Subordination", "Terms and Conditions of the NC10 Securities--Status" and "Terms and Conditions of the NC10
Securities--Subordination", respectively.
Payments in respect of the Securities shall be made free and clear of, and without withholding or deduction for, or on account of, taxes of the United Kingdom, unless such withholding or
deduction is required by law. In the event that any such withholding or deduction is made, Additional Amounts may be payable by the Issuer, subject to certain exceptions as are more fully
described in "Terms and Conditions of the NC6 Securities--Taxation" and "Terms and Conditions of the NC10 Securities--Taxation", respectively.
Application has been made to the United Kingdom Financial Conduct Authority (the "FCA") acting under Part VI of the Financial Services and Markets Act 2000 for the Securities to be
admitted to the official list of the FCA (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for the Securities to be admitted to trading on the
London Stock Exchange's regulated market (the "Market"). References in this Prospectus to Securities being "listed" (and all related references) shall mean that the Securities have been
admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of
the Council on markets in financial instruments (as amended, "MiFID II").

This Prospectus has been approved by the FCA, as competent authority under Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). The FCA only approves this
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement
of the Issuer or the quality of the Securities that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Securities.
The Securities of each Series will initially be represented by a temporary global security (each, a "Temporary Global Security" and, together with the Temporary Global Security in respect
of the other Series, the "Temporary Global Securities"), without interest coupons or talons, which will be deposited with a common depositary on behalf of Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg") on or about the Issue Date. Each Temporary Global Security will be exchangeable for interests in a permanent
global security (each, a "Permanent Global Security" and, together with the Permanent Global Security in respect of the other Series, the "Permanent Global Securities" and, together
with the Temporary Global Securities, the "Global Securities"), without interest coupons or talons, on or after a date which is expected to be 6 October 2020, upon certification as to non-
U.S. beneficial ownership. Each Permanent Global Security will be exchangeable for definitive Securities in bearer form in the denominations of 100,000 and integral multiples of 1,000
in excess thereof, up to and including 199,000, in each case in the limited circumstances set out in "Summary of Provisions relating to the Securities while in Global Form". No definitive
Securities will be issued with a denomination above 199,000.
The Securities are expected to be rated BB+ (stable outlook) by Fitch Ratings Limited ("Fitch"), BB+ (stable outlook) by S&P Global Ratings Europe ("Standard & Poor's") and Ba1
(negative watch) by Moody's Investors Service Limited ("Moody's"). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal
at any time by the assigning rating agency. As at the date of this Prospectus, Fitch is a credit rating agency established in the UK and registered under Regulation (EC) No 1060/2009 (the
"CRA Regulation") and each of Standard & Poor's and Moody's are credit rating agencies established in the EU and are registered under the CRA Regulation.
This Prospectus will be valid for a year from 25 August 2020. The obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies
will not apply when this Prospectus is no longer valid. For this purpose, "valid" means valid for making offers to the public or admissions to trading on a regulated market by or with the
consent of the Issuer and the obligation to supplement this Prospectus is only required within its period of validity between the time when this Prospectus is approved and the closing of the
offer period for the Securities or the time when trading on a regulated market begins, whichever occurs later.
Investing in the Securities involves a high degree of risk. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
GLOBAL CO-ORDINATOR
BofA Securities
JOINT BOOKRUNNERS
BNP PARIBAS
BofA Securities
Deutsche Bank
Goldman Sachs International
Santander Corporate & Investment Banking

IMPORTANT NOTICES
This Prospectus comprises a prospectus for the purposes of the Prospectus Regulation. The Issuer accepts
responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer, the
information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission
likely to affect its import.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference
(see "Documents Incorporated by Reference").
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint
Bookrunners (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Securities. The
distribution of this Prospectus and the offering of the Securities in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Bookrunners to
inform themselves about and to observe any such restrictions.
For a description of further restrictions on offers and sales of the Securities and distribution of this Prospectus,
see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this Prospectus
and any information or representation not so contained must not be relied upon as having been authorised by or
on behalf of the Issuer or the Joint Bookrunners (as defined in "Subscription and Sale" below). Neither the delivery
of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication
that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus
has been most recently amended or supplemented or that there has been no adverse change in the financial position
of the Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or
supplemented or that the information contained in it or any other information supplied in connection with the
Securities is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated
in the document containing the same.
To the greatest extent permitted by law, the Joint Bookrunners accept no responsibility whatsoever for the contents
of this Prospectus or for any other statement made or purported to be made by the Issuer or a Joint Bookrunner or
on its behalf in connection with the Issuer or the issue and offering of the Securities. Each Joint Bookrunner
accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to
above) which it might otherwise have in respect of this Prospectus or any such statement.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and will be in bearer form and subject to U.S. tax law requirements. Subject to certain
exceptions, the Securities may not be offered, sold or delivered within the United States or to, or for the account
or benefit of, U.S. persons.
Notification under Section 309B of the Securities and Futures Act (Chapter 289) of Singapore, as modified
or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018") - In connection with Section 309B of the SFA
and the CMP Regulations 2018, the Issuer has determined, and hereby notifies all persons (including all relevant
persons as defined in Section 309A(1) of the SFA), that the Securities are prescribed capital markets products (as
defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-
N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
The Securities may not be a suitable investment for all investors. Each potential investor in the Securities must
determine the suitability of that investment in light of its own circumstances. In particular, each potential investor
should:
i

(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the merits
and risks of investing in the Securities and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Securities and the impact the Securities will have on its overall
investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Securities,
including where euro is different from the potential investor's currency;
(d)
understand thoroughly the terms of the Securities and be familiar with the behaviour of any relevant
indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
The Securities are complex financial instruments and such instruments may be purchased by potential investors
as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall
portfolios. A potential investor should not invest in the Securities unless it has the expertise (either alone or with
a financial adviser) to evaluate how the Securities will perform under changing conditions, the resulting effects
on the value of the Securities and the impact this investment will have on the potential investor's overall
investment portfolio.
Prospective investors should also consult their own tax advisers as to the tax consequences of the purchase,
ownership and disposition of the Securities.
The credit ratings assigned to the Securities may not reflect the potential impact of all risks related to structure,
market, additional factors discussed above, and other factors that may affect the value of the Securities. A credit
rating is not a recommendation to buy, sell or hold Securities and may be revised or withdrawn by the rating
agency at any time.
The investment activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether
and to what extent (1) the Securities are legal investments for it, (2) the Securities can be used as collateral for
various types of borrowing and (3) other restrictions apply to its purchase or pledge of any of the Securities.
Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Securities under any applicable risk-based capital or similar rules.
Certain financial and statistical information in this Prospectus has been subject to rounding adjustments.
Accordingly, the sum of certain data may not conform to the total. In addition, all financial information in this
Prospectus is qualified by reference to, and should be read in conjunction with, the documents incorporated by
reference in this Prospectus (see "Documents Incorporated by Reference" below). This Prospectus contains certain
forward-looking statements. A forward-looking statement is a statement that does not relate to historical facts and
events. They are based on analyses or forecasts of future results and estimates of amounts not yet determinable or
foreseeable. These forward-looking statements are identified by the use of terms and phrases such as "anticipate",
"believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms
and phrases, including references and assumptions. This applies, in particular, to statements in this Prospectus
containing information on future earning capacity, plans and expectations regarding the Group's business and
management, its growth and profitability, and general economic and regulatory conditions and other factors that
affect it.
ii

Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer
makes to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including the Group's financial condition and results of
operations, to differ materially from and be worse than results that have expressly or implicitly been assumed or
described in these forward-looking statements. The Group's business is also subject to a number of risks and
uncertainties that could cause a forward-looking statement, estimate or prediction in this Prospectus to become
inaccurate. Accordingly, investors are strongly advised to read the following sections of this Prospectus: "Risk
Factors", "Documents Incorporated by Reference", "Overview" and "Description of the Issuer". These sections
include more detailed descriptions of factors that might have an impact on the Group's business and the markets
in which it operates. In light of these risks, uncertainties and assumptions, future events described in this
Prospectus may not occur.
Unless otherwise specified or the context requires, references to "£" are to the lawful currency of the United
Kingdom, references to "U.S.$" are to the lawful currency of the United States of America and references to
"euro", ""and "cent" are to the lawful currency introduced at the start of the third stage of European Economic
and Monetary Union pursuant to the Treaty establishing the European Community, as amended.
In connection with the issue of the Securities, Merrill Lynch International (in such capacity, the
"Stabilisation Manager") (or any person acting on behalf of the Stabilisation Manager) may over-allot the
Securities or effect transactions with a view to supporting the market price of the Securities at a level higher
than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the terms of the offer of the
Securities is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days
after the issue date of the Securities and 60 days after the date of the allotment of the Securities. Any
stabilisation action or over-allotment must be conducted by the Stabilisation Manager or person acting on
behalf of the Stabilisation Manager in accordance with all applicable laws and rules.
MiFID II product governance / Professional investors and eligible counterparties only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Securities to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Securities (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Securities (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA and UK retail investors  The Securities are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA") or in the United Kingdom (the "UK"). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II. No key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the
EEA or in the UK has been prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
AMOUNTS PAYABLE UNDER THE SECURITIES ARE CALCULATED BY REFERENCE TO THE
MID-SWAP RATE FOR EURO SWAPS WITH A TERM OF 5 YEARS WHICH APPEARS ON THE
REUTERS SCREEN "ICESWAP2" (OR SUCH OTHER PAGE AS MAY REPLACE IT ON THAT
INFORMATION SERVICE, OR ON SUCH OTHER EQUIVALENT INFORMATION SERVICE AS
iii

DETERMINED BY THE ISSUER, FOR THE PURPOSE OF DISPLAYING THE ANNUAL SWAP RATES
FOR EURO SWAPS WITH A TERM OF 5 YEARS) AS OF APPROXIMATLEY 11:00 A.M. (CENTRAL
EUROPEAN TIME) ON THE RELEVANT RESET INTEREST DETERMINATION DATE (AS
DEFINED IN THE RELEVANT CONDITIONS) WHICH IS PROVIDED BY ICE BENCHMARK
ADMINISTRATION LIMITED OR BY REFERENCE TO EURIBOR, WHICH IS PROVIDED BY THE
EUROPEAN MONEY MARKETS INSTITUTE. AS AT THE DATE OF THIS PROSPECTUS, EACH OF
ICE BENCHMARK ADMINISTRATION LIMITED AND THE EUROPEAN MONEY MARKETS
INSTITUTE APPEAR ON THE REGISTER OF ADMINISTRATORS AND BENCHMARKS
ESTABLISHED AND MAINTAINED BY THE EUROPEAN SECURITIES AND MARKETS
AUTHORITY PURSUANT TO ARTICLE 36 OF THE REGULATION (EU) 2016/1011 (THE
"BENCHMARKS REGULATION").
iv

TABLE OF CONTENTS
PAGE
RISK FACTORS...............................................................................................................................1
OVERVIEW...................................................................................................................................10
TERMS AND CONDITIONS OF THE NC6 SECURITIES.............................................................19
TERMS AND CONDITIONS OF THE NC10 SECURITIES...........................................................45
SUMMARY OF PROVISIONS RELATING TO THE SECURITIES WHILE IN GLOBAL FORM 71
DESCRIPTION OF THE ISSUER...................................................................................................74
USE AND ESTIMATED NET AMOUNT OF PROCEEDS.............................................................80
TAXATION....................................................................................................................................81
SUBSCRIPTION AND SALE.........................................................................................................83
GENERAL INFORMATION ..........................................................................................................87
v

DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have previously been published or are published simultaneously with this
Prospectus and have been filed with the FCA, shall be incorporated in, and form part of, this Prospectus:
(i)
the audited consolidated annual financial statements of the Issuer for the financial year ended 31 March
2020, including the auditors' report thereon, as set out on pages 127 to 238, the section on alternative
performance measures, as set out on pages 239 to 247, and the definitions section as set out on pages 269
to 271 of the Issuer's Annual Report for the year ended 31 March 2020 (available at
https://investors.vodafone.com/sites/vodafone-ir/files/vodafone/annual-report/vodafone-annual-report-
2020.pdf); and
(ii)
the audited consolidated annual financial statements of the Issuer for the financial year ended 31 March
2019, including the auditors' report thereon, as set out on pages 102 to 199, the section on alternative
performance measures, as set out on pages 231 to 245, and the definitions section as set out on pages 250
to 252 of the Issuer's Annual Report for the year ended 31 March 2019 (available at
https://media.corporate-ir.net/media_files/IROL/77/77862/annual-
reports/annual_report19/downloads/Vodafone-full-annual-report-2019.pdf).
Each of these documents (together, the "Documents Incorporated by Reference") have been previously
published and have been approved by the FCA or filed with it. The Documents Incorporated by Reference shall
be incorporated in, and form part of, this Prospectus, save that any statement contained in a document which is
incorporated by reference herein shall be modified or superseded for the purpose of this Prospectus to the extent
that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication
or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute
a part of this Prospectus. Those parts of the documents incorporated by reference in this Prospectus which are not
specifically incorporated by reference in this Prospectus are either not relevant for prospective investors in the
Securities or the relevant information is included elsewhere in this Prospectus. Any documents themselves
incorporated by reference in the documents incorporated by reference in this Prospectus shall not form part of this
Prospectus.
Copies of documents incorporated by reference in this Prospectus may be obtained (without charge) from the
Issuer's website at https://investors.vodafone.com/investor-relations and the website of the Regulatory News
Service
operated
by
the
London
Stock
Exchange
at
https://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html.
Other than indicated above, neither the content of the Issuer's website, nor the content of any website accessible
from hyperlinks on the Issuer's website, is incorporated into, or forms part of, this Prospectus and investors should
not rely on them, without prejudice to the Documents Incorporated by Reference which are made available on the
Issuer's website
vi

ALTERNATIVE PERFORMANCE MEASURES
Certain alternative performance measures ("APMs") as described in the European Securities and Markets
Authority Guidelines on Alternative Performance Measures (the "ESMA Guidelines") published on 5 October
2015 by the European Securities and Markets Authority and which came into force on 3 July 2016 are included
or referred to in this Prospectus. APMs are non-GAAP measures used by the Group within its financial
publications to supplement disclosures prepared in accordance with other regulations such as International
Financial Reporting Standards. The Issuer considers that these measures provide useful information to enhance
the understanding of financial performance. The APMs should be viewed as complementary to, rather than a
substitute for, the figures determined according to other regulatory measures. An explanation of each such APM's
components and calculation method can be found at pages 239 to 247 (incorporated by reference herein) of the
Issuer's Annual Report for the year ended 31 March 2020 and at pages 231 to 245 (incorporated by reference
herein) of the Issuer's Annual Report for the year ended 31 March 2019.
vii

SUPPLEMENTARY PROSPECTUS
If at any time the Issuer shall be required to prepare a supplementary prospectus pursuant to Article 23 of the
Prospectus Regulation, the Issuer will prepare and make available an appropriate amendment or supplement to
this Prospectus which, in respect of the relevant Securities, shall constitute a supplementary prospectus as required
by Article 23 of the Prospectus Regulation.
viii