Vodafone : Issuer Document

UK MiFIR 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 Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom (the "UK") by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA RETAIL INVESTORS - The Notes 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 (the "EEA"). 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 Directive 2014/65/EU (as amended) ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended) (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS - The Notes 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 UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point 8 of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the UK by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended) as it forms part of domestic law in the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

25 March 2026

Vodafone Group Plc Legal Entity Identifier (LEI): 213800TB53ELEUKM7Q61 Issue of €350,000,000 3.125 per cent. Notes due 27 March 2029 under the €30,000,000,000 Euro Medium Term Note Programme PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Senior Notes set forth in the Prospectus dated 16 June 2025 and the supplementary prospectus dated 12 February 2026 which together constitutes a base prospectus for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus has been published on the website of the London Stock Exchange at https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

1. Issuer: Vodafone Group Plc

2. Status: Senior Notes

3. (i) Series Number: 86

   1. Tranche Number:

   2. Date on which the Notes will be

      consolidated and form a single Series:

      1

      Not Applicable

4. Specified Currency or Currencies:

   Euro ("€")

5. Aggregate Nominal Amount:

   − Series: €350,000,000

   − Tranche: €350,000,000

6. Issue Price: 99.701 per cent. of the Aggregate Nominal Amount

7. (i) Specified Denomination(s):

   €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Notes in definitive form will be issued with a denomination above €199,000.

   1. Calculation Amount: €1,000

8. (i) Issue Date and Interest Commencement Date:

   27 March 2026

9. Maturity Date: 27 March 2029

10. Interest Basis: 3.125 per cent. Fixed Rate (see paragraph 15 below)

11. Redemption Basis: Redemption at par

12. Change of Interest Basis or Redemption Basis:

    Not Applicable

13. Put/Call Options: Issuer Call

    Change of Control Put Option Clean-Up Call

    (see paragraph 22, 24 and 25 below)

14. Date of [Board] approval[s] for issuance of Notes:

    Not Applicable

    PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. ‌Fixed Rate Note Provisions Applicable

    1. Rate(s) of Interest: 3.125 per cent. per annum payable in arrear on each Interest Payment

       Date

    2. Interest Payment Date(s):

       27 March in each year, commencing on 27 March 2027, up to and including the Maturity Date

    3. Interest Payment Date Adjustment:

       Not Applicable

    4. Fixed Coupon Amount(s):

       €31.25 per Calculation Amount

    5. Broken Amount(s): Not Applicable

    6. Fixed Day Count Fraction:

       Actual/Actual (ICMA)

    7. Determination Date: 27 March in each year

16. Floating Rate Note Provisions

    Not Applicable

17. Zero Coupon Note Provisions

    Not Applicable

18. CMS Linked Note Provisions Not Applicable
19. Inflation Linked Interest Note Provisions

    Not Applicable

20. Sustainability-Linked Trigger Event[s]

    Not Applicable

21. Benchmark Discontinuation: Not Applicable PROVISIONS RELATING TO REDEMPTION
22. ‌Issuer Call Applicable

    1. Optional Redemption Date(s):

       Any date falling in the Issuer Call Period

    2. Optional Redemption Amount:

       Make Whole Redemption Price in the case of the Optional Redemption Dates falling in the period from and including Issue Date to but excluding the Par Redemption Date

       Par Call - €1,000 per Calculation Amount in the case of the Optional Redemption Dates falling in the period from and including the Par Redemption Date to but excluding the Maturity Date

    3. Make Whole Redemption Price:

       Make Whole Redemption Amount

       − Redemption Margin:

       0.10 per cent.

       − Reference Bond:

       DBR 0.250% due 15 February 2029

       − Quotation 10.00 a.m. London Time

       Time:

    4. If redeemable in part: Applicable

       1. Minimum Redemption Amount:

          €100,000

       2. Higher Redemption Amount:

          Up to and including the Aggregate Nominal Amount of the Notes then outstanding

    5. Issuer Call Period: From and including the Issue Date to but excluding the Maturity Date

    6. Par Redemption Date:

    27 December 2028

23. Investor Put Not Applicable
24. ‌Change of Control Put Option

    Applicable

    1. Optional Redemption Amount:

       €1,010 per Calculation Amount

    2. Put Period: As set out in the Terms and Conditions

    3. Put Date: As set out in the Terms and Conditions

25. ‌Clean-Up Call Applicable

    1. Clean-Up Call Optional Redemption Date(s):

       Any date from and including the Issue Date to but excluding the Maturity Date

    2. Optional Redemption Amount:

       €1,000 per Calculation Amount

    3. Notice period: As set out in the Terms and Conditions

    4. Clean-Up Call Threshold Percentage:

    75 per cent.

26. Early Redemption Amount

    Early Redemption Amount payable on redemption for taxation reasons or on event of default or other early redemption:

    €1,000 per Calculation Amount

27. Sustainability-Linked Trigger Event[s]

    Not Applicable

    GENERAL PROVISIONS APPLICABLE TO THE NOTES
28. Form of Notes:

    1. Form: Bearer Notes

       Bearer Notes:

       Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event

    2. New Global Note/New Safe-keeping Structure:

    Yes

29. Additional Financial Centre(s) or other special provisions relating to Payment Days:

    London

30. Talons for future Coupons No to be attached to Definitive

    Notes (and dates on which such Talons mature):

    PROVISIONS RELATING TO RMB NOTES

31. Renminbi Currency Event: Not Applicable

    
    
    

32. Calculation Agent: Not Applicable Signed on behalf of the Issuer:

By: Duly authorised

PART B - OTHER INFORMATION

1. Listing and Admission to Trading:

   1. Listing and admission to trading:

      Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's main market with effect from 27 March 2026.

   2. Estimate of total expenses related to admission to trading:

      GBP 6,200

2. Ratings: The Notes to be issued have not been rated
3. Interests of Natural and Legal Persons Involved in the Issue:

   Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

4. Reasons for the offer/use of proceeds, estimated net proceeds and total expenses

   1. Reasons for the offer/use of proceeds:

      General Corporate Purposes

   2. Estimated net proceeds:

      €348,953,500

5. Fixed Rate Notes only -Yield:

   Indication of yield: 3.231 per cent. per annum

6. TEFRA Rules

   Whether TEFRA D applicable or TEFRA rules not applicable:

   TEFRA D

7. Operational Information:

   1. ISIN: XS3330355374

   2. Common Code: 333035537

   3. CFI: See the website of the Association of National Numbering Agencies

      (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN

   4. FISN: See the website of the Association of National Numbering Agencies

      (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN

   5. CUSIP: Not Applicable

   6. CINS: Not Applicable

   7. Any clearing system(s) other than Euroclear, Clearstream, Luxembourg and DTC (together with the address of each such clearing system) and the relevant identification number(s):

      Not Applicable

   8. Custodian for Retained Notes:

      Not Applicable

   9. Intended to be held in a manner which would allow Eurosystem eligibility:

      Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of Euroclear Bank SA/NV and/or Clearstream Banking S.A. as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the European Central Bank being satisfied that Eurosystem eligibility criteria have been met.

   10. Prohibition of Sales to EEA Retail Investors:

       Applicable

   11. Prohibition of Sales to UK Retail Investors:

Applicable