VOD Vodafone Group Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES FINAL RESULTS OF ITS CASH TENDER OFFER FOR UP TO $730,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 4.375% NOTES DUE FEBRUARY 2043

(Newbury, Berkshire - England) - July 25, 2024 - Vodafone Group Plc ("Vodafone" or the "Company") announces the final results of its previously announced cash tender offer to purchase up to $730,000,000 aggregate principal amount of its outstanding 4.375% Notes due February 2043 (the "2043 Notes") upon the terms of, and subject to the conditions in, the offer to purchase dated June 25, 2024 (the "Offer to Purchase").

On June 28, 2024, the Company closed the offering of $2,000,000,000 5.750% Notes due 2054 and $1,000,000,000 5.875% Notes due 2064 (together, the "New Notes"). The proceeds from the issuance of the New Notes, together with existing cash balances, are expected to fund the Maximum Tender Offers. As a result, the New Financing Condition has been satisfied with respect to the Maximum Tender Offers.

The offers to purchase for cash with respect to the Maximum Tender Offer Notes (as defined in the Offer to Purchase) are referred to herein as the "Maximum Tender Offers". Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

The following table sets forth the aggregate principal amount of 2043 Notes validly tendered and not validly withdrawn in the Maximum Tender Offers at or prior to the Maximum Tender Expiration Time (as defined below), as reported by the Information and Tender Agent:

(1)   The offer with respect to the 2043 Notes is subject to the series tender cap set out above ("Series Tender Cap"), which is specified as an aggregate principal amount of the 2043 Notes. The Company will purchase 2043 Notes subject to the Series Tender Cap set forth in the table above.

(2)   For each $1,000 principal amount of 2043 Notes validly tendered after 5:00 p.m., New York City time, on July 9, 2024 (the "Early Tender Time") and at or prior to the Maximum Tender Expiration Time (as defined below) and accepted for purchase.

(3)   The Late Maximum Tender Offer Consideration in respect of the 2043 Notes was calculated at or around 10:00 a.m., New York City time, July 10, 2024 in accordance with standard market practice, as described in the Offer to Purchase.

(4)   Does not include Accrued Interest, which will also be paid in addition to the Maximum Tender Total Consideration or the Late Maximum Tender Offer Consideration, as applicable.

The offer with respect to the 2043 Notes expired at 5:00 p.m., New York City time, on July 24, 2024 (the "Maximum Tender Expiration Time"). According to information provided by the Information and Tender Agent for the Maximum Tender Offers, $640,383,000 aggregate principal amount of the 2043 Notes were validly tendered. This includes (i) $638,723,000 aggregate principal amount of the 2043 Notes that were validly tendered and not validly withdrawn pursuant to the Maximum Tender Offers at or prior to the Early Tender Time, and (ii) an additional $1,660,000 aggregate principal amount of the 2043 Notes, validly tendered after the Early Tender Time but at or prior to the Maximum Tender Expiration Time. Such payment is expected to be made on the second business day after the Maximum Tender Expiration Time, July 26, 2024 (the "Maximum Tender Settlement Date"). All Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase were paid in full by the Company on July 12, 2024. Holders of 2043 Notes who validly tendered their 2043 Notes after the Early Tender Time and at or prior to the Maximum Tender Expiration Time in the manner described in the Offer to Purchase will receive the applicable Late Maximum Tender Offer Consideration, together with an amount equal to the Accrued Interest thereon. Interest will cease to accrue on the Maximum Tender Settlement Date for all such 2043 Notes accepted.

For additional information, please contact the Dealer Managers, Merrill Lynch International at +1 (888) 292-0070 (toll free), +1 (980) 387-3907 or +44 20 7996 5420 (in London) or by email to DG.LM-EMEA@bofa.com and to Santander US Capital Markets LLC at +1 (855) 404-3636 (toll free) or +1 (212) 350-0660 or by email to AmericasLM@santander.us. or the Information and Tender Agent, Kroll Issuer Services Limited at +44 20 7704 0880 or by email to vodafone@is.kroll.com, Attention: Owen Morris.

This announcement is for informational purposes only and does not constitute an offer to buy, or a solicitation of an offer to sell, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Maximum Tender Offers are only being made pursuant to the Offer to Purchase. Holders of the Maximum Tender Offer Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Maximum Tender Offers.

The New Notes were issued pursuant to a registration statement (File No. 333-273441) filed on Form F-3ASR with the United States Securities and Exchange Commission. Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the prospectus dated July 26, 2023, as supplemented by the prospectus supplement dated June 25, 2024 (together, the "Company Prospectus"), and no reliance is to be placed on any representations other than those contained in the Company Prospectus.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.

This announcement is made by Vodafone Group Plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7(1) of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") ("UK MAR"), encompassing information relating to the Maximum Tender Offers described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law in the United Kingdom by virtue of the EUWA, this announcement is made by Maaike de Bie, Group General Counsel and Company Secretary of Vodafone.

Offer and Distribution Restrictions

Italy

None of the Maximum Tender Offers, this announcement, the Offer to Purchase or any other document or material relating to the Maximum Tender Offers has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Maximum Tender Offers are each being carried out in the Republic of Italy ("Italy") as an exempt offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of the Maximum Tender Offer Notes that are resident or located in Italy can tender Maximum Tender Offer Notes for purchase in the Maximum Tender Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Maximum Tender Offer Notes and/or the Maximum Tender Offers.

United Kingdom

The communication of this announcement and the Offer to Purchase and any other documents or materials relating to the Maximum Tender Offers is not being made by and such documents and/or materials have not been approved by an "authorised person" for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA 2000"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may only be communicated to: (1) persons who are outside of the United Kingdom; (2) investment professionals falling within the definition contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order");(3) those persons who are existing members or creditors of the Company or other persons falling within Article 43(2) of the Financial Promotion Order; or (4) any other persons to whom such documents and/or materials may lawfully be communicated in accordance with the Financial Promotion Order (all such persons together referred to as "relevant persons"). This announcement, the Offer to Purchase and any other documents or materials relating to the Maximum Tender Offers are only available to relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

France

The Maximum Tender Offers are not being made, directly or indirectly, and neither this announcement, the Offer to Purchase nor any other document or material relating to the Maximum Tender Offers has been or shall be distributed, to the public in the Republic of France other than to qualified investors as defined in Article 2(e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Neither this announcement, the Offer to Purchase nor any other document or materials relating to the Maximum Tender Offers has been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium

Neither this announcement, the Offer to Purchase nor any other brochure, documents or materials relating to the Maximum Tender Offers has been, or will be, submitted or notified to, or approved or recognized by, the Belgian Financial Services and Markets Authority ("Autorité des services et marchés financiers"/"Autoriteit voor Financiële Diensten en Markten"). In Belgium, the Maximum Tender Offers do not constitute a public offering within the meaning of Articles 3, §1, 1 and 6, §1 of the Belgian Law of April 1, 2007 on public takeover bids ("loi relative aux offres publiques d'acquisition"/"wet op de openbare overnamebiedingen"), as amended or replaced from time to time. Accordingly, the Maximum Tender Offers may not be, and are not being advertised, and this announcement, the Offer to Purchase, as well as any brochure, or any other material or document relating thereto (including any memorandum, information circular, brochure or any similar document) may not, has not and will not be distributed or made available, directly or indirectly, to any person located and/or resident within Belgium, other than to "qualified investors" ("investisseurs qualifiés"/"qekwalificeerde belegge"), within the meaning of Article 2(e) of the Prospectus Regulation acting on their own account. Insofar as Belgium is concerned, the Maximum Tender Offers are made only to qualified investors, as this term is defined above. Accordingly, the information contained in this announcement, the Offer to Purchase or in any brochure or any other document or material relating thereto may not be used for any other purpose or disclosed or distributed to any other person in Belgium.

General

This announcement does not constitute an offer to buy or the solicitation of an offer to sell the Maximum Tender Offer Notes (and tenders of Maximum Tender Offer Notes in the Maximum Tender Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation or acceptance is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Maximum Tender Offers to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' affiliates is such a licensed broker or dealer in any such jurisdiction, the Maximum Tender Offers shall be deemed to be made by such Dealer Manager or such Dealer Manager's affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Each tendering Holder participating in the Maximum Tender Offers will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the section titled "Description of the Offers-Procedures for Tendering Notes-Other Matters" in the Offer to Purchase. Any tender of the Maximum Tender Offer Notes for purchase pursuant to the Maximum Tender Offers from a Holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Managers and the Information and Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Maximum Tender Offer Notes for purchase pursuant to the Maximum Tender Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.

Forward-Looking Information

This announcement contains certain forward-looking statements which reflect the Company's intent, beliefs or current expectations about the future and can be recognised by the use of words such as "expects," "will," "anticipate," or words of similar meaning. These forward-looking statements are not guarantees of any future performance and are necessarily estimates reflecting the best judgment of the senior management of the Company and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements, which include, without limitation, the risk factors set forth in the Offer to Purchase. The Company cannot guarantee that any forward-looking statement will be realised, although it believes it has been prudent in its plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions that may prove to be inaccurate. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. The Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances or to reflect the occurrence of unanticipated events, except as required by applicable law.