Obligation Vodafone Group 5.45% ( US92857WAS98 ) en USD

Vodafone Group

100 % ⇌

Royaume-Uni

US92857WAS98 ( en USD )

5.45% par an ( paiement semestriel )

10/06/2019 - Obligation échue

Prospectus brochure de l'obligation Vodafone Group US92857WAS98 en USD 5.45%, échue

1 000 USD

1 250 000 000 USD

92857WAS9

BBB+ ( Qualité moyenne inférieure )

NR

Vodafone Group est une société multinationale de télécommunications offrant des services de téléphonie mobile, fixe, internet haut débit et télévision dans plus de 30 pays, principalement en Europe, Afrique et Asie-Pacifique.

L'Obligation émise par Vodafone Group ( Royaume-Uni ) , en USD, avec le code ISIN US92857WAS98, paye un coupon de 5.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/06/2019

L'Obligation émise par Vodafone Group ( Royaume-Uni ) , en USD, avec le code ISIN US92857WAS98, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Vodafone Group ( Royaume-Uni ) , en USD, avec le code ISIN US92857WAS98, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
Page 1 of 134
424B5 1 u07020e424b5.htm 424B5
file://\\23filesrv01\ljs\Tamara\Vodafone, 4.15% Nts due 2014, 5.45% Nts due 2019.htm
6/12/2009

424B5
Page 2 of 134
Table of Contents

CALCULATION OF REGISTRATION FEE

Amount of

Title of Each Class of Securities Offered
Amount to be Registered Registration Fee(1)(2)
4.150% Notes due June 2014
$
1,250,000,000 $
69,750
5.450% Notes due June 2019
$
1,250,000,000 $
69,750

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

(2) Applied against the remaining $182,855 of the unutilised registration fee paid with respect to securities
that were previously registered pursuant to Registration Statement No. 333-110941, which was initially
filed on December 5, 2003, and were not sold thereunder. After payment of this fee, $43,355 remains
available for future registration fees. No additional registration fee has been paid with respect to this
offering.

Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-144978
Prospectus Supplement to Prospectus dated July 31, 2007

$2,500,000,000
VODAFONE GROUP PUBLIC LIMITED COMPANY

$1,250,000,000 4.150% NOTES DUE JUNE 2014
$1,250,000,000 5.450% NOTES DUE JUNE 2019

The Notes offered by this prospectus supplement comprise the $1,250,000,000 4.150% Notes due June
2014 (the "Tranche 1 Notes") and the $1,250,000,000 5.450% Notes due June 2019 (the "Tranche 2 Notes"
and, together with the Tranche 1 Notes, the "Notes"). Interest will be payable with respect to the Tranche 1
Notes semi-annually on June 10 and December 10 of each year, commencing December 10, 2009, up to and
including June 10, 2014, the maturity date for the Tranche 1 Notes, and with respect to the Tranche 2 Notes,
semi-annually on June 10 and December 10 of each year, commencing December 10, 2009, up to and
including June 10, 2019, the maturity date for the Tranche 2 Notes, subject, in each case, to the applicable
business day convention. We will repay the Tranche 1 Notes on June 10, 2014 and the Tranche 2 Notes on
June 10, 2019, in each case at 100% of their principal amount plus accrued interest. The Notes will be
unsecured and will rank equally with all other unsecured, unsubordinated obligations of Vodafone Group Plc
from time to time outstanding.

We may redeem any tranche of the Notes, in whole but not in part, at any time at 100% of their
principal amount plus accrued interest upon the occurrence of certain tax events described in this prospectus
supplement and the accompanying prospectus. In addition, we may redeem any tranche of the Notes, in
whole or in part, at any time at 100% of the principal amount plus accrued interest plus a make-whole amount
as described herein.

Application will be made 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.

See "Risk Factors" beginning on page 5 of the accompanying prospectus and "Principal risk factors
and uncertainties" beginning on page 38 of our Annual Report on Form 20-F for the fiscal year ended
March 31, 2009, which is incorporated by reference in this prospectus supplement and the accompanying
prospectus, to read about factors you should consider before investing in the Notes.

Neither the Securities and Exchange Commission nor any state securities commission or other
file://\\23filesrv01\ljs\Tamara\Vodafone, 4.15% Nts due 2014, 5.45% Nts due 2019.htm
6/12/2009

424B5
Page 3 of 134
regulatory body has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.

Price to

Underwriting Discounts
Proceeds, Before

Public(1)

and Commissions

Expenses(2)

Per Tranche 1 Note

99.933 %

0.20 %

99.733 %
Total for Tranche 1 Notes
$ 1,249,162,500
$ 2,500,000
$ 1,246,662,500
Per Tranche 2 Note

99.741 %

0.30 %

99.441 %
Total for Tranche 2 Notes
$ 1,246,762,500
$ 3,750,000
$ 1,243,012,500

(1) Plus accrued interest, if any, from and including June 10, 2009, if delivery occurs after that date.
(2) See "Underwriting" beginning on page S-8 of this prospectus supplement.

The underwriters expect to deliver the Notes in book-entry form only through the facilities of The
Depository Trust Company, referred to herein as DTC, against payment in New York, New York, on or about
June 10, 2009. The clearing and settlement system will be the book-entry system operated by DTC.

Barclays Capital Goldman, Sachs & Co.HSBCMorgan Stanley

Prospectus Supplement dated June 3, 2009.
file://\\23filesrv01\ljs\Tamara\Vodafone, 4.15% Nts due 2014, 5.45% Nts due 2019.htm
6/12/2009

424B5
Page 4 of 134
Table of Contents

Unless otherwise stated in this prospectus supplement or the accompanying prospectus or
unless the context otherwise requires, references in this prospectus supplement or the accompanying
prospectus to "Vodafone", "we", "our", "ours" and "us" are to Vodafone Group Plc.

INCORPORATION OF INFORMATION FILED WITH THE SEC

The U.S. Securities and Exchange Commission, referred to herein as the SEC, allows us to
incorporate by reference into this prospectus supplement and the attached prospectus the information
filed with them, which means that:

· incorporated documents are considered part of this prospectus supplement and the
accompanying prospectus;

· we can disclose important information to you by referring to those documents; and

· information filed with the SEC in the future will automatically update and supersede this
prospectus supplement and the accompanying prospectus.

The information that we incorporate by reference is an important part of this prospectus
supplement and the accompanying prospectus.

We incorporate by reference in this prospectus supplement and the accompanying prospectus
the documents described in "Where You Can Find More Information" in the accompanying prospectus
which we filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, referred to
herein as the Exchange Act, except to the extent amended or superseded by subsequent filings. We
also incorporate by reference any future filings that we make with the SEC under Sections 13(a), 13(c)
or 15(d) of the Exchange Act after the date of this prospectus supplement but before the end of the
Notes offering and that, in the case of any future filings on Form 6-K, are identified in such filing as
being incorporated into this prospectus supplement or the accompanying prospectus.

The documents incorporated by reference in this prospectus supplement and the attached
prospectus and, in particular, those set forth below contain important information about Vodafone and
its financial condition. We incorporate by reference in this prospectus supplement and the attached
prospectus the following documents:

Vodafone SEC Filings (File N. 1-10086)

Period

Annual Report on Form 20-F
Year ended March 31, 2009

You should read "Where You Can Find More Information" in the accompanying prospectus for
information on how to obtain the documents incorporated by reference or other information relating to
Vodafone.

S-2
file://\\23filesrv01\ljs\Tamara\Vodafone, 4.15% Nts due 2014, 5.45% Nts due 2019.htm
6/12/2009

424B5
Page 5 of 134
Table of Contents

GENERAL INFORMATION

No person has been authorized to provide you with information that is different from what is
contained in, or incorporated by reference into, this prospectus supplement and the accompanying
prospectus, and, if given or made, such information must not be relied upon as having been authorized.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the Notes to which it relates or an offer to sell
or the solicitation of an offer to buy such Notes by any person in any circumstances in which such
offer or solicitation is unlawful. Neither the delivery of this prospectus supplement and the
accompanying prospectus nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in our affairs since the date of this prospectus supplement or
that the information contained in this prospectus supplement and the accompanying prospectus is
correct as of any time subsequent to its date.

The distribution of this prospectus supplement and the accompanying prospectus and the
offering and sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose
possession this prospectus supplement and the accompanying prospectus come are required by us and
the underwriters to inform themselves about and to observe any such restrictions.

To the extent that the offer of the Notes is made in any EEA Member State that has
implemented Directive 2003/71/EC (together with any applicable implementing measures in any
Member State, the "Prospectus Directive") before the date of publication of an approved prospectus in
relation to such Notes which has been approved by the competent authority in that Member State in
accordance with the Prospectus Directive (or, where appropriate, published in accordance with the
Prospectus Directive and notified to the competent authority in that Member State in accordance with
the Prospectus Directive), the offer (including any offer pursuant to this document) is only addressed
to qualified investors in that Member State within the meaning of the Prospectus Directive or has been
or will be made otherwise in circumstances that do not require us to publish a prospectus pursuant to
the Prospectus Directive.

Vodafone's headquarters are located at Vodafone House, The Connection, Newbury, Berkshire,
RG14 2FN, England.

S-3
file://\\23filesrv01\ljs\Tamara\Vodafone, 4.15% Nts due 2014, 5.45% Nts due 2019.htm
6/12/2009

424B5
Page 6 of 134
Table of Contents

DESCRIPTION OF NOTES

This section contains a brief description of the terms of the Notes. For additional information about the
Notes and their terms, please see "Description of the Debt Securities We May Offer" in the accompanying
prospectus.

4.150% Notes due June 2014

Maturity date
We will repay the Tranche 1 Notes on June 10, 2014 at 100% of their
principal amount plus accrued interest.

Issue date
June 10, 2009.

Issue price
99.933% of the principal amount, plus accrued interest, if any, from and
including June 10, 2009, if delivery occurs after that date.

Interest rate
4.150% per annum.

Interest payment dates
Semi-annually on June 10 and December 10 of each year, commencing
December 10, 2009, up to and including the maturity date for the
Tranche 1 Notes, subject to the applicable business day convention.

Business day convention
Following.

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 30 basis points, together with accrued interest to the
date of redemption.

5.450% Notes due June 2019

Maturity date
We will repay the Tranche 2 Notes on June 10, 2019 at 100% of their
principal amount plus accrued interest.

Issue date
June 10, 2009.

Issue price
99.741% of the principal amount, plus accrued interest, if any, from and
including June 10, 2009, if delivery occurs after that date.

Interest rate
5.450% per annum.

Interest payment dates
Semi-annually on June 10 and December 10 of each year, commencing
December 10, 2009, up to and including the maturity date for the
Tranche 2 Notes, subject to the applicable business day convention.

Business day convention
Following.

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

S-4
file://\\23filesrv01\ljs\Tamara\Vodafone, 4.15% Nts due 2014, 5.45% Nts due 2019.htm
6/12/2009

424B5
Page 7 of 134
Table of Contents
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 30 basis points, together with accrued interest
to the date of redemption.

The following terms apply to each
of the Notes:

Business days
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 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 described
under "Description of Debt Securities We May Offer --
Payment of Additional Amounts" in the accompanying
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 the 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
accompanying 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" 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" means, with respect to any
redemption date, the average of the reference treasury dealer
file://\\23filesrv01\ljs\Tamara\Vodafone, 4.15% Nts due 2014, 5.45% Nts due 2019.htm
6/12/2009

424B5
Page 8 of 134
quotations for such redemption date.

S-5
file://\\23filesrv01\ljs\Tamara\Vodafone, 4.15% Nts due 2014, 5.45% Nts due 2019.htm
6/12/2009

424B5
Page 9 of 134
Table of Contents

"Quotation agent" means the reference treasury dealer appointed
by the trustee after consultation with us. "Reference treasury
dealer" means any primary U.S. government securities dealer in
New York City selected by the trustee after consultation with us.

"Reference treasury dealer quotations" means with respect to
each reference 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. General corporate purposes may
include working capital, the repayment of existing debt
(including debt of acquired companies), financing capital
investments or acquisitions and any other purposes. We may
temporarily invest funds that we do not need immediately for
these purposes in short-term marketable securities.

Risk factors
You should carefully consider all of the information in this
prospectus supplement and the accompanying prospectus, which
includes information incorporated by reference. In particular,
you should evaluate the specific factors under "Risk Factors"
beginning on page 5 of the accompanying prospectus and
"Principal risk factors and uncertainties" beginning on page 38
of our Annual Report on Form 20-F for the fiscal year ended
March 31, 2009 for risks involved with an investment in the
Notes.

Recent developments
On May 29, 2009, Vodafone announced the issuance, for
settlement on June 5, 2009, of £600 million of 5.375% notes
with a maturity of December 5, 2017.

Trustee and principal paying agent
The Bank of New York Mellon.

Timing and delivery
We currently expect delivery of the Notes to occur on or about
June 10, 2009.

Underwriters
Barclays Capital Inc., Goldman, Sachs & Co., HSBC Securities
(USA) Inc. and Morgan Stanley & Co. Incorporated.

S-6
file://\\23filesrv01\ljs\Tamara\Vodafone, 4.15% Nts due 2014, 5.45% Nts due 2019.htm
6/12/2009

424B5
Page 10 of 134
Table of Contents

USE OF PROCEEDS

We estimate that the net proceeds (after underwriting discounts and commissions but before
expenses) from the sale of the Notes will be approximately $2,489,675,000. We intend to use the net
proceeds from the sale of the Notes for general corporate purposes. General corporate purposes may
include working capital, the repayment of existing debt (including debt of acquired companies),
financing capital investments or acquisitions and any other purposes. We may temporarily invest funds
that we do not need immediately for these purposes in short-term marketable securities.

S-7
file://\\23filesrv01\ljs\Tamara\Vodafone, 4.15% Nts due 2014, 5.45% Nts due 2019.htm
6/12/2009