Vodafone Group Plc announced the pricing of its previously announced offers to purchase for cash the outstanding notes of the series described in the table below (the "Notes") upon the terms of, and subject to the conditions in, the offer to purchase dated July 29, 2024 (the "Offer to Purchase"), including the Financing Condition. Each offer to purchase each series of Notes is referred to herein as an "Offer" and the offers to purchase the Notes as the "Offers." Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase. Upon the terms and subject to the conditions set forth in the Offer to Purchase, the Total Consideration and Late Tender Offer Consideration.

Results of the Offers at the Early Tender Time were announced on August 12, 2024. Because the aggregate principal amount of Pool 2 Notes and Pool 3 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time exceeded the applicable Pool Maximum Tender Amount, Pool 2 Notes and Pool 3 Notes will be accepted by the Company in accordance with the applicable Pool Maximum Tender Amount and, where applicable, the Acceptance Priority Levels and, in respect of the 2030 Notes and 2031 Notes, on a prorated basis as described in the Offer to Purchase. All Pool 1 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time shall be accepted, without proration.

Subject to the terms and conditions of the Offers, Holders that validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase by the Company will be eligible to receive the applicable Total Consideration, which is inclusive of the Early Tender Premium, together with an amount equal to the Accrued Interest. The Company expects the Early Settlement Date to occur on the third business day after the Early Tender Time, August 14, 2024. The amount of a series of Notes that will be purchased in the Offers on the Early Settlement Date is based on the Acceptance Priority Levels set forth in the table above.

As a result, all Pool 1 Notes and Pool 2 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time having a higher Acceptance Priority Level (with 1 being higher) will be accepted before any tendered Notes within such Pool having a lower Acceptance Priority Level (with 2 being lower). The Offers for the Pool 1 Notes will expire at 5:00 p.m., New York City time, on August 26, 2024 (such date and time, as the same may be extended, the "Expiration Date"). Holders that validly tender their Pool 1 Notes after the Early Tender Time and at or prior to the Expiration Date and whose Notes are accepted for purchase will be eligible to receive the applicable Late Tender Offer Consideration, together with an amount equal to Accrued Interest thereon.

Because the applicable Pool Maximum Tender Amount has been reached with respect to the Pool 2 Notes and Pool 3 Notes as of the Early Tender Time, Pool 2 Notes and Pool 3 Notes validly tendered after the Early Tender Time will not be accepted. The "Final Tender Results Announcement Date" is expected to be August 27, 2024, unless the Offers are extended. In respect of Notes that are validly tendered after the Early Tender Time and at or prior to the Expiration Date and accepted for purchase, the Company expects the Final Settlement Date to occur on the second business day after the Expiration Date, August 28, 2024.

On August 1, 2024, VIFD, an indirect wholly owned subsidiary of the Company, closed the offering of ?600,000,000 3.375% Notes due 2033 (the "New Notes"). The proceeds from the issuance of the New Notes, together with existing cash balances, are expected to fund the Offers. As a result, the Financing Condition has been satisfied with respect to the Offers.

In addition to the applicable Total Consideration and applicable Late Tender Offer Consideration, as applicable, Holders whose Notes are accepted for purchase will be paid the Accrued Interest thereon. Interest will cease to accrue on the applicable Settlement Date for all Notes accepted in the Offers. The consummation of the Offers and the Company's obligation to accept and pay for the Notes validly tendered (and not validly withdrawn) pursuant to the Offers are subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase and subject to the applicable Pool Maximum Tender Amount.

The Company reserves the right, subject to applicable law, to amend or waive any and all conditions to the Offers. The purchase price for the Dollar Notes and the Euro Notes will be paid in U.S. Dollars and Euro, respectively. To determine whether the relevant Pool Maximum Tender Amount has been reached, the aggregate principal amount of the Dollar Notes validly tendered will be converted into Euro using a conversion rate of $1:?0.9204, which was the exchange rate as of 10:00 a.m. (New York City time) on July 26, 2024 as displayed on the BFIX screen on Bloomberg.

Holders of Notes are advised to check with any intermediary (as defined in the Offer to Purchase) through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and the applicable Clearing System for participation in the Offers may be earlier than the relevant deadlines specified herein and in the Offer to Purchase.