Vodafone : AGM Notice 2020

Vodafone Group Plc

Notice of Annual General Meeting Tuesday, 28 July 2020 at 11.00 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, anotherappropriately 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.

In this booklet

• 01Chairman's letter

• 02The Board

• 03Notice of meeting and resolutions to be proposed

• 10Notes to the AGM notice

• 13Appendix: the Vodafone Share Incentive Plan (the 'SIP')

• 15Shareholder attendance, enquiries and information

• 18AGM information

Visit our website for more information:

vodafone.com/shareholdercentre

Visit our online annual report:

vodafone.com/ar2020

Chairman's letter

Dear shareholder

At the time of writing, as a result of the COVID-19 pandemic restrictions there remains considerable uncertainty as to whether meetings of large numbers of people will be permitted over the coming months. Given this uncertainty and the Company's desire to protect the health and safety of shareholders and employees, the AGM this year will be run as a closed meeting and shareholders will not be able to attend in person. The Company will makearrangements such that the legal requirements to hold the meeting can be satisfied through the attendanceof a minimum number of shareholders and the format of the meeting will be purely functional. Any changes to the AGM after the date of this AGM notice will be communicated to shareholders before the meeting on vodafone.com/ agm and, where appropriate, by an announcement via the Regulatory News Service.

We are keen to maintain our dialogue with shareholders and I encourage you to watch the 2020 results presentation by Nick Read and Margherita Della Valle (which is available at vodafone.com/investors) and send any questions or comments for the Directors to consider before the AGM to us by 5pm on 10 July 2020. Instructions on how to submit questions can be found on pages 12 and 15.

On 28 July 2020 at 11.00 am on vodafone.com/agm, we will present my AGM presentation and a Questions & Answers session in which Nick Read, Margherita Della Valle, Val Gooding, David Nish and I will address a representative selection of questions submitted by shareholders in advance of the AGM. You are invited to watch the presentations on the day of the AGM or afterwards.

I would strongly encourage you, regardless of the number of shares you own, to exercise your vote on the Resolutions set out on pages 3 to 9 by submitting a proxy vote in advance of the meeting. Details of how to do this are set out in notes 4 to 6 on pages 10 and 11. Given the current restrictions on attendance, shareholders are encouraged to appoint the chair of the AGM as their proxy rather than a named person who will not be permitted to attend the meeting.

I am very pleased that, subject to shareholder approval at the AGM, Jean-François van Boxmeer will be appointed as a Non-Executive Director with effect from 28 July 2020 and he will succeed me as Chairman of the Board with effect from close of business on 3 November 2020. Jean-François' biographical details are provided on page 3.

Your Board conducted a thorough search to identify my successor as Chairman. A sub-committee of the Nominations and Governance Committee, chaired by Val Gooding, our Senior Independent Director, led the process whichis described in detail on page 88 of the 2020 Annual Report. Jean-François van Boxmeer fulfilled the criteria which your Board had set for the appointment and I am confident that he will be effective in leading your Board, drivingVodafone forward in the execution of its strategy and engaging with our key stakeholders.

At the time of the 2020 AGM, Renee James' and my tenure on the Board will exceed nine years, which is the limit set out in the 2018 UK Corporate Governance Code. However, to facilitate effective succession and for continuity, at the Board's request, we will both be standing for re-election. I intend to stand down as Chairman and Non-Executive Director when Jean-François van Boxmeer becomes Chairman.

Following the outcome of the Board evaluation process, the Nominations and Governance Committee concluded that each Director continues to make a valuable contribution to Board meetings and to the meetings of the Committees on which they sit, and effectively work together to contribute to the Company's long-term success.

A summary of the skills brought to the Board by the Directors can be found on page 2 and full biographical details can be found on our website at vodafone.com/board.

Your Directors consider that Resolutions 1 to 26 set out on pages 3 to 9 are in the best interests of our 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.

Your Board appreciates your continuing support.

Gerard Kleisterlee

Chairman

The Board

Gerard Kleisterlee

Chairman - Independent on appointment (tenure: 9 years)Skills:Gerard has extensive senior leadership experience gained in global businesses in developed and emerging markets and has a deep understanding of consumer electronics, technology and lifestyle industries.

Valerie Goodingcbe

Senior Independent Director (tenure: 6 years)

Skills:Valerie brings a wealth of international business experience obtained at companies with high levels of customer service and a focus on leadership and talent.

Michel Demaré

Non-Executive Director (tenure: 2 years)

Skills:Michel brings significant financial experience to the Board,having previously spent his careerin various finance roles, including CFOof ABB Group. He also has a wealth of leadership experience.

Amparo Moraleda

Non-Executive Director (tenure: 2 years)Skills:As an experienced leader in international technology companies, Amparo brings to the Board a wealth of knowledge within this sector.

Nick Read

Chief Executive Officer - Executive Director (tenure: 1 year as Chief Executive)

Skills:Nick combines strong commercial and operational leadership with a detailed understanding of the industry and its opportunities and challenges.

Sanjiv Ahuja

Non-Executive Director (tenure: 1 year)Skills:Sanjiv has broad telecoms experience having led mobile, broadband and infrastructure companies, as well as considerable international experience in Europe, the United States, Africa and Asia.

Dame Clara Furse

Non-Executive Director (tenure: 5 years)Skills:Dame Clara brings extensive knowledge of international capital markets and regulation, including a deep understanding of service industries and business transformation.

David Nish

Non-Executive Director (tenure: 4 years)Skills:David brings to the Board wide-ranging operational and strategic experience as a senior leader anda strong understanding of financial and capital markets.

Margherita Della Valle

Chief Financial Officer - ExecutiveDirector (tenure: 1 year)

Skills:Margherita brings a strongtrack record in financial leadershipand over 20 years' experience of the telecoms sector.

Sir Crispin Davis

Non-Executive Director (tenure: 5 years)Skills:As an experienced business leader within international content and technology markets, Sir Crispin brings a strong commercial perspective to Board discussions.

Renee James

Non-Executive Director (tenure: 9 years)Skills:Renee brings comprehensive knowledge of the high technology sector to the Board and extensive experience of international management, technologyand corporate strategy.

David Thodey

Non-Executive Director (tenure: <1 year)Skills:David has a track record of strong operational performance in both the telecoms and technology sectors having been the former CEO of Telstra and from his 22 year career at IBM.

Full biographical details for each Director can be found on our website at vodafone.com/board

Notice of meeting and resolutions to be proposed

Vodafone will hold its thirty-sixth AGM at The Pavilion, Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN on Tuesday, 28 July 2020 at 11.00 am.

Resolutions 1 to 20 (inclusive), 24 and 26 will be proposed as Ordinary Resolutions and Resolutions 21, 22, 23 and 25 will be proposed as Special Resolutions. There will be a pollvote on all Resolutions.

The Board recommends you vote 'FOR' Resolutions 1 to 26

Report and accounts

1. To receive the Company's accounts, the strategic report and reports of the Directors and the auditor for the yearended 31 March 2020.

Note: Shareholders are required to receive theCompany's accounts for the financial year whichended on 31 March 2020. 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 Annual Report which can be found on our website at vodafone.com/ar2020.

Election of Director

2. To elect Jean-François van Boxmeer as a Director.

Note: Biographical details of Jean-François van Boxmeer can be found summarised below and in full on page 77 of the Annual Report and on our website at vodafone.com/board.

Jean-François van Boxmeer

Non-Executive Director (Independent on appointment) Jean-François van Boxmeer will step down as Chief Executive of Heineken after 15 years in the role and 36 years with the company. Mr Van Boxmeer transformed Heineken into a global organisation through a balance of strategic transactions and organic growth, a strategy which resulted in a nearly threefold increase in Heineken's shareprice and the creation of significant shareholder value.

Prior to becoming Heineken's Chief Executive, Mr Van Boxmeer had worldwide responsibility at Heineken 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. Mr Van Boxmeer is a member of the Shareholders Committee of Henkel AG & Co.KGaA and an independent Director and Lead Director of Mondelez International Inc. He will join Heineken Holding N.V. as a Non-Executive Director in June 2020. He is also Vice-Chairman of the European Roundtable of Industrialists and in this role has led discussions with the European Commission across a range of issues. He brings this experience, together with his leadership skills and excellent network, to Vodafone's Board.

Re-election of Directors

• 3. To re-elect Gerard Kleisterlee as a Director.

• 4. To re-elect Nick Read as a Director.

• 5. To re-elect Margherita Della Valle as a Director.

• 6. To re-elect Sir Crispin Davis as a Director.

• 7. To re-elect Michel Demaré as a Director.

• 8. To re-elect Dame Clara Furse as a Director.

• 9. To re-elect Valerie Gooding as a Director.

• 10. To re-elect Renee James as a Director.

• 11. To re-elect Maria Amparo Moraleda Martinez as a Director.

• 12. To re-elect Sanjiv Ahuja as a Director.

• 13. To re-elect David Thodey as a Director.

• 14. To re-elect David Nish as a Director.

Note: Full biographical details of all the Directors whoare proposed for re-election under Resolutions 3to 14 can be found on pages 76 and 77 of the Annual Report and on our website at vodafone.com/board.

In the interests of good corporate governance and in accordance with the Company's Articles of Association, each year the Directors will all retire voluntarily and those wishing to continue on the Board will offer themselves for re-election by shareholders. This practice complies with the recommendations of the 2018 UK Corporate Governance Code. The Board has reviewed the independence of its Non-Executive Directors and has determined that each of them remains independent of management. Following formal performance evaluation, the Board considers that each individual up for re-election continues to be effective in discharging their duties and responsibilities effectively, demonstrates commitment to their role and continues to make a strong contribution to the Board and the Company's long-term success.