UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES

EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended: March 31, 2010
OR
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of event requiring this shell company report:

For the transition period from: to

Commission file number: 001-10086

VODAFONE GROUP PUBLIC LIMITED COMPANY

(Exact name of Registrant as specified in its charter)

England
(Jurisdiction of incorporation or organization)

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England

(Address of principal executive offices)

Rosemary Martin (Group General Counsel and Company Secretary)

tel +44 (0) 1635 33251, fax +44 (0) 1635 580 857

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
See Schedule A See Schedule A

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of
the period covered by the annual report.
Ordinary Shares of 11 3/7 US cents each 52,663,134,573
7% Cumulative Fixed Rate Shares of £1 each 50,000
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Yes No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer Non-accelerated filer

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in
this filing:
US GAAP International Financial Reporting Other
Standards as issued by the
International Accounting
Standards Board
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow
Item 17 Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes No

SCHEDULE A
Name of each exchange
Title of each class on which registered
Ordinary shares of 11 3/7 US cents each NASDAQ Global Select Market*
American Depositary Shares (evidenced by American Depositary NASDAQ Global Select Market
Receipts) each representing ten ordinary shares
Floating Rate Notes due June 2011 New York Stock Exchange
5.50% Notes due June 2011 New York Stock Exchange
5.35% due Feb 2012 New York Stock Exchange
Floating Rate Notes due Feb 2012 New York Stock Exchange
5.00% Notes due December 2013 New York Stock Exchange
4.150% Notes due June 2014 New York Stock Exchange
5.375% Notes due January 2015 New York Stock Exchange
5% Notes due September 2015 New York Stock Exchange
3.375% Notes due November 2015 New York Stock Exchange
5.75% Notes March 2016 New York Stock Exchange
5.625% Notes due Feb 2017 New York Stock Exchange
4.625% Notes due July 2018 New York Stock Exchange
5.450% Notes due June 2019 New York Stock Exchange
6.25% Notes due November 2032 New York Stock Exchange
6.15% Notes due Feb 2037 New York Stock Exchange
* Listed, not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange
Commission.
 Vodafone Group Plc
Vodafone Group Plc
Registered Office
Vodafone House
Vodafone Group Plc
The Connection Annual Report on Form 20-F
Newbury
Berkshire For the year ended 31 March 2010
RG14 2FN
England

Annual Report on Form 20-F for the year ended 31 March 2010
Registered in England No. 1833679

Tel: +44 (0) 1635 33251

Fax: +44 (0) 1635 45713

www.vodafone.com
 We are one of the world’s largest Contact details
mobile communications companies Investor Relations
by revenue, operating across the Telephone: +44 (0) 1635 33251
globe providing a wide range of Media Relations
communications services. Our vision Telephone: +44 (0) 1635 664444
is to be the communications leader Corporate Responsibility
in an increasingly connected world. Fax: +44 (0) 1635 674478
E-mail: responsibility@vodafone.com
Website: www.vodafone.com/responsibility

This constitutes the annual report on Form 20-F of Vodafone Group Plc (the ‘Company’) in Contents
accordance with the requirements of the US Securities and Exchange Commission (the
‘SEC’) for the year ended 31 March 2010 and is dated 2 June 2010. This document contains Executive summary #
certain information set out within the Company’s annual report in accordance with 1 Highlights
International Financial Reporting Standards (‘IFRS’) and with those parts of the UK
2 Chairman’s statement
Companies Act 2006 applicable to companies reporting under IFRS, dated 18 May 2010, as
4 Telecommunications industry
updated or supplemented if necessary. Details of events occurring subsequent to the
approval of the annual report on 18 May 2010 are summarised on page A-1. The content of 6 Chief Executive’s review
the Group’s website (www.vodafone.com) should not be considered to form part of this 10 Global presence
annual report on Form 20-F.
Business #
In the discussion of the Group’s reported financial position, operating results and cash flow 12 Customers and distribution
for the year ended 31 March 2010, information is presented to provide readers with 14 Products and services
additional financial information that is regularly reviewed by management. However this 16 Value added services
additional information is not uniformly defined by all companies, including those in the
18 Technology and resources
Group’s industry. Accordingly, it may not be comparable with similarly titled measures and
22 People
disclosures by other companies. Additionally, certain information presented is derived
from amounts calculated in accordance with IFRS but is not itself an expressly permitted
Performance #
GAAP measure. Such non-GAAP measures should not be viewed in isolation or as an
alternative to the equivalent GAAP measure. 24 Key performance indicators
25 Operating results
All amounts in this document marked with an “(*)” represent organic growth which presents 37 Guidance
performance on a comparable basis, both in terms of merger and acquisition activity and 38 Principal risk factors and uncertainties
foreign exchange rates. 40 Financial position and resources
45 Corporate responsibility
For further information see “Non-GAAP information” on pages 136 and 137 and “Definition
of terms” on page 141. Governance #
The terms “Vodafone”, the “Group”, “we”, “our” and “us” refer to the Company and, as applicable, 48 Board of directors and Group management
its subsidiaries and/or its interests in joint ventures and associates. 51 Corporate governance
57 Directors’ remuneration
This document contains forward-looking statements within the meaning of the US Private
Securities Litigation Reform Act of 1995 with respect to the Group’s financial condition, Financials
results of operations and business management and strategy, plans and objectives for the 68 Contents
Group. For further details please see “Forward-looking statements” on page 140 and
69 Directors’ statement of responsibility #
“Principal risk factors and uncertainties” on pages 38 and 39 for a discussion of the risks
70 Audit report on internal controls
associated with these statements.
71 Critical accounting estimates
Vodafone, the Vodafone logo, Vodafone Mobile Broadband, Vodafone Passport, Vodafone 73 Audit report on the consolidated
Email Plus, M-PESA, M-PAISA, Vodafone Money Transfer, Vodafone Station, Vodafone 360, financial statements
Vodafone One Net, Vodafone Sure Signal, Vodafone Mobile Connect and Vodacom are 74 Consolidated financial statements
trade marks of the Vodafone Group. The RIM® and BlackBerry® families of trade marks, 118 Audit report on the Company
images and symbols are the exclusive properties and trade marks of Research in Motion financial statements
Limited, used by permission. RIM and BlackBerry are registered with the US Patent and 119 Company financial statements
Trademark Office and may be pending or registered in other countries. Windows Mobile and
ActiveSync are either registered trade marks or trade marks of Microsoft Corporation in the Additional information This report has been printed on Revive 75 Special Silk paper. The composition of the paper is
United States and/or other countries. Other product and company names mentioned 50% de-inked post consumer waste, 25% pre-consumer waste and 25% virgin wood fibre. It has
herein may be the trade marks of their respective owners. 125 Shareholder information # been certified according to the rules of the Forest Stewardship Council (FSC). It is manufactured
132 History and development # at a mill that has been awarded the ISO14001 certificate for environmental management. The
Copyright © Vodafone Group 2010 133 Regulation # mill uses pulps that are elemental chlorine free (ECF) and totally chlorine free (TCF) process
and the inks used are all vegetable oil based.
136 Non-GAAP information #
138 Form 20-F cross reference guide Printed at St Ives Westerham Press Ltd, ISO14001, FSC certified and CarbonNeutral®.
140 Forward-looking statements
www.vodafone.com/annual_report10/index.html 141 Definition of terms
Designed and produced by Addison, www.addison.co.uk

142 Selected financial data

#
These sections make up the directors’ report.
 Executive summary

For more information, visit:

www.vodafone.com/investor

Highlights
Group highlights for the 2010 financial year

Revenue Financial highlights

£44.5bn
8.4% growth
■■  otal revenue of £44.5 billion, up 8.4%, with improving trends in most
T
markets through the year.

■■ Adjusted operating profit of £11.5 billion, a 2.5% decrease in a

recessionary environment.

■■ Data revenue exceeded £4 billion for the first time and is now 10%
Adjusted operating profit of service revenue.

£11.5bn
■■ £1 billion cost reduction programme delivered a year ahead of schedule;
further £1 billion programme now underway.

2.5% decrease ■■ Final dividend per share of 5.65 pence, resulting in a total for the year
of 8.31 pence, up 7%.

■■ Higher dividends supported by £7.2 billion of free cash flow, an increase

Free cash flow of 26.5%.

£7.2bn
Operational highlights

26.5% growth ■■ We are one of the world’s largest mobile communications companies by
revenue with 341.1 million proportionate mobile customers, up 12.7%
during the year.

Proportionate mobile customers ■■ Improved performance in emerging markets with increasing revenue
market share in India, Turkey and South Africa during the year.

341.1m
12.7% growth
■■ Expanded fixed broadband customer base to 5.6 million, up 1 million
during the year.

■■ Comprehensive smartphone range, including the iPhone, BlackBerry®

Bold and Samsung H1.

■■ Launch of Vodafone 360, a new internet service for the mobile and internet.

■■ High speed mobile broadband network with peak speeds of up to

28.8 Mbps.

Vodafone Group Plc Annual Report 2010 1

 Sir John Bond Chairman
Chairman’s statement
Your Company continues to deliver strong cash generation, is well positioned to benefit from
economic recovery and looks to the future with confidence.
Environment and performance
■■ Against a difficult background, we generated £7.2 billion
of free cash flow, up 26.5%.
■■ Total dividends per share of 8.31 pence, up 7%; three year
dividend per share growth target of at least 7% per annum.
■■ Original £1 billion cost programme completed a year ahead
of schedule with a further £1 billion initiative underway.
■■ Continued strong investment in network capability
to maintain and enhance the quality of service.
2009 saw the sharpest contraction in the world’s economy for more
than a generation. Unquestionably, this has been the most difficult
economic environment in which your Company has ever operated.
Against this background, I am very pleased to report that the Group
delivered an adjusted operating profit of £11.5 billion (down 2.5%),
and generated £7.2 billion of free cash flow (up 26.5%). The Board is
recommending a final dividend of 5.65 pence, making a total for the
year of 8.31 pence per share (up 7%). The Board is also targeting to
maintain growth in dividends per share at no less than 7% per annum
for the next three years. This year’s results have been achieved while
maintaining the capital expenditure (up slightly at £6.2 billion) needed
to serve our customers’ growing demand for voice minutes and data
services. The share price has increased by 6% since 1 April 2009,
broadly in line with other major European telecommunications
companies, but behind the increase in the FTSE 100.
While the Group is not immune from the economic environment in
which we operate, with our retail customers seeking to control their
expenditure as much as possible and our business customers seeking
to control cost, we have responded swiftly with cost reduction
and efficiency programmes. On top of our original £1 billion cost
programme, delivered a year ahead of plan, we have now committed
to a further £1 billion cost programme by the 2013 financial year. With
mobile voice prices continuing to decline in Europe by over 10% a year,
tight cost control will remain a high priority in the future.
The telecommunications sector as a whole has seen declining revenue
through this period but we have not seen the extremely steep declines
in revenue experienced by some other sectors of the economy –
mobile communications remain an essential element in most people’s
lives. We see how our services are allowing people to lead their lives
2 Vodafone Group Plc Annual Report 2010
more efficiently and pleasurably, making better use of their time and
opportunities. This has resulted in ever increasing demand, with voice
minutes up by 22.3%(*) and data revenue up by 19.3%(*) across the
Group. This additional demand on our networks means that we need
to manage traffic to ensure both good service for our customers and
appropriate returns for our shareholders from continued investment
in those networks.
Innovation
■■ Continued innovation in our products and services
broadens and enhances our business portfolio. Dividends per share
(Pence)
■■ The new Vodafone 360 service combines the benefits
of mobile communications and the internet to bring
7.77
8.31
7.51
your phone, email chat and social network contacts
together in one place. 7.51 7.77
Innovation in the services we offer, and the expansion of those services
into other sectors such as health care or communication between
different types of machine – smart metering on energy grids or smart
communications for delivery truck fleets – can make important 2008 2009 2010
contributions to our societies, lowering carbon emissions and
enhancing lifestyles. This kind of innovation is important both for the
wider benefits it brings but also because it broadens and enhances the
base on which our business is built. We have now set-up separate
health and machine-to-machine teams to ensure that we maximise
these opportunities.
Your Company has also continued to innovate in the services we
provide. This year has seen the launch of Vodafone 360, a service
designed to help bridge the intersection between mobile
communications and the internet making it easier to communicate
with friends, colleagues and family from your mobile using social
media or more traditional forms of electronic communication. The
Vodafone Money Transfer system (branded M-PESA in Kenya and
Tanzania) is available in three countries with 13 million customers
transferring US$3.6 billion during the 2010 financial year. We expect
to roll-out the service to further markets later this year. We recently
launched two of the world’s most inexpensive handsets – for example
the Vodafone 150 retails in most markets at unsubsidised prices below
US $15 – and we are working on low cost handsets which will give
access to the internet.

Total shareholder return April 2009 to May 2010
Vodafone +13% FTSE 100 +39%
Vodafone share price vs FTSE 100
― Vodafone Group
180
160
140
120
100
April 2009
Geographic diversity
Proportionate mobile ■■ Wide portfolio of operations including developed and
customers emerging markets.
341.1m
up 12.7%
■■ In emerging markets growth prospects remain positive.
We now have over 100 million customers in our key
Indian market.
One of the benefits of our broad spread of operations in both
developed and emerging markets is the diversification of risk that this
allows. The Board keeps a close watch on this portfolio of investments,
particularly those where we do not exercise management control. In
Verizon Wireless we have an outstanding asset whose value has
increased substantially over recent years, and SFR has secured a
strong market position and provided good dividends. The Board
reviews these investments regularly and will remain focused upon the
best way of realising maximum shareholder value.
The impairment of our investment in Vodafone Essar in India was a
major disappointment to the Board. It results from an intense price war,
triggered by the unprecedented and unforeseeable entry of six new
competitors into the Indian market. Our operational performance in
India however remains strong and we remain confident in the long-
term prospects for the Indian market. We recently passed a very
important milestone, with Vodafone Essar now having more than 100
million customers – one of only five national mobile operators in the
world to have reached this scale, reflecting strong growth from 28
million customers when we acquired control of Vodafone Essar in May
2007. Elsewhere in the emerging markets, the operational turnaround
of our company in Turkey has yielded very positive results and we have
seen good progress in Ghana.
Your Board
This year we conducted an evaluation on the effectiveness of the
Board and its Committees aided by the external advisors MWM
Consulting. They concluded that the Board was effective, had the right
composition and skills and was generally performing well. More detail
is contained at page 48 of this report.
Simon Murray, who has been a non-executive Director since July 2007,
has decided to step down from the Board after this year’s AGM.
His knowledge of telecommunications, entrepreneurial spirit, and
Executive summary
― FTSE 100 index
6000
5250
4500
3750
3000
May 2010
experience of the Asia Pacific region have been great assets to the
Board, and I am grateful for the contribution he has made.
The Vodafone Foundation
■■ The Vodafone Foundation supports communities and societies
in the countries in which we operate.
■■ Vodafone invested a total of £42 million in foundation
programmes and social causes.
We have continued to fund the work of the Vodafone Foundation.
Through the Vodafone Foundation and our network of national affiliate
foundations we support communities and societies in the countries in
which we operate. In this financial year we invested a total of £42 million
in foundation programmes and social causes, and our World of
Difference programme enabled 604 people to take paid time to work
for a charitable purpose of their choice in their own community or in a
developing country. Across the Group we have also put in place
mechanisms to make it easy for our customers to give money to support
charitable appeals following disasters. After the Haiti earthquake,
Vodafone foundations donated £0.3 million to the emergency relief and
reconstruction effort, and we helped our customers in 14 countries to
give a total of £4.7 million by text message.
Summary
On behalf of the Board, I would like to thank all Vodafone staff around
the world for the great efforts they have made in the past year in such
challenging economic conditions. Vodafone would not have been able
to deliver these results without the tremendous effort of the team.
The Board is heartened by your Company’s strong results especially in
the face of such a sharp economic downturn. It believes that the Group
is well positioned to benefit from economic recovery and looks to the
future with confidence.
Sir John Bond
Chairman
Vodafone Group Plc Annual Report 2010 3
 Industry global
mobile customers

4.7bn

Telecommunications
industry
At a glance
The telecommunications industry has grown rapidly in size to provide essential services that facilitate a fundamental
human need to communicate.

Customers Mobile penetration Competition and regulation

■■ There are 4.7 billion mobile customers across
the globe with growth of around 20% per
annum over the last three years. The majority
of customers are in emerging markets such
as India and China. Vodafone is a leading
company with a 7% share of the global market.
■■ Global mobile penetration is around 70% and
is generally higher in more mature markets
such as Europe and the United States but is
growing most quickly in emerging markets
such as India, China and Africa.
■■ Ongoing competitive and regulatory
pressures have contributed to significant
reductions in mobile prices which are being
partly offset by higher mobile usage.

The industry has 4.7 billion mobile customers across
the globe, up from 2.7 billion in 2006.
Consumers are increasingly choosing to make voice
calls over mobile rather than fixed phones and mobile
calls accounted for 70% of all phone calls made in 2009
compared to 50% in 2006. As a result the number of
mobile users now far exceeds the number of fixed
telephones (1.3 billion).
Over the last three years mobile customer growth
has been strongest in emerging markets such as India
and China. In contrast growth has been more muted
in developed regions such as Europe which are
relatively mature..
Mobile penetration (the proportion of the population
that have a mobile) has grown to around 70% from 40%
in December 2006.
Looking forward the number of worldwide mobile phone
users is expected to continue to grow strongly. Most of
this growth is expected in emerging markets such as
India, China and Africa where mobile penetration is around
50% compared to about 130% in mature markets such
as Europe.
Developing countries are generally expected to deliver
faster GDP growth which combined with relatively little
alternative fixed line infrastructure is positive for mobile
penetration growth prospects.
Competition in the telecommunications industry
is intense. Consumers have a large choice of
communication offers from established mobile and
fixed line operators. Newer competitors, including
handset manufacturers, internet based companies
and software providers, are also entering the market
offering converged communication services.
Industry regulators continue to impose lower mobile
termination rates (the fees mobile companies charge for
calls received from other companies’ networks) and
lower roaming prices. Termination fees and roaming
charges accounted for 17% of Group revenue in 2010.
The combination of competition and regulatory
pressures have contributed to a 17% per annum decline
in the average price per minute across our global
network over the last three years. However price
pressures are being partly offset by increased usage.
During the year our customers spoke for an average
of 191 minutes per month compared to 137 in 2007.

Mobile customers (m) Mobile penetration at December 2009 (%) Vodafone outgoing voice prices and minutes (%)

24.0 22.7
130
120
764 519
93 12.4
480 Western Europe
Eastern Europe 69
464 USA/Canada (16.8) (12.5) (21.8)
309 54 48
India 45
China 0.0 0.0
525 Other Asia Pacific
866
Africa Price
725 Other Western Eastern USA/ India China Other Africa Minutes
Europe Europe Canada Asia 2008 2009 2010
Pacific

0.0
0.0

4 Vodafone Group Plc Annual Report 2010

 Executive summary

Industry annual
handset shipments

1.1bn

Product focus: Vodafone 360

Samsung H1
Customers are increasingly
using high-end smartphones
to download applications and
browse the internet.

Major trends
The mobile industry continues to evolve rapidly, driven by new sources of revenue, rising smartphone proliferation
and new technologies.

Services Mobile handsets Network and product evolution

■■ Around 80% of our service revenue comes
from traditional voice and messaging
services. The remaining 20% stems from
the faster growing areas of mobile data
and fixed broadband.
■■ Global handset volumes increased 5% per
annum over the last three years. In this time
the mix has changed, with more demand for
both smartphones and low cost devices at
the expense of mid range feature phones.
■■ Our industry is undergoing significant
technological change, with faster download
speeds and product innovation improving
the customer experience.

Our revenue from traditional voice and messaging
services in mature markets is declining due to ongoing
competitive and regulatory pressures, partly offset by
faster growth in newer areas of data and fixed services.
We have seen demand for data services such as laptop
access to the internet and mobile internet browsing lead
to a four fold increase in our data traffic over the last two
years. Data revenue has expanded from £1.1 billion in the
2006 financial year to £4.1 billion in the 2010 financial
year. Data growth has been driven by faster network
speeds and increased penetration of mobile broadband
services and smartphones.
Our fixed services mainly comprise fixed broadband
rather than fixed voice calls. The number of fixed
broadband customers has grown to 5.6 million at
31 March 2010 from 2.1 million in March 2007.
The mobile industry shipped around 1.1 billion handsets
worldwide in 2009. These include ultra low cost devices
for more value conscious consumers, standard feature
2G and 3G devices, and high-end smartphones which
can access the internet and download increasingly
popular user applications. We have seen a change in mix,
with increased demand for both smartphones and low
cost devices.
Smartphones accounted for 15% of the industry handset
shipments in 2009 compared to 8% in 2006. 24% of
our new handset sales in Europe during the year were
smartphones and this is expected to grow further over
the next few years.
Our low cost devices are targeted at developing markets
and certain prepaid segments in Europe. Demand has
been driven by lower prices and an expanding portfolio
with attractive features, including touchscreen and
data capabilities.
Our technological capabilities are rapidly changing. Our
networks have evolved from 2G or second generation
systems for voice, text and basic data services to 3G or
third generation networks which also provide high speed
internet and email access. Vodafone’s peak mobile data
download speeds have increased to up to 28.8 Mbps.
Looking forward we, along with other operators, have
been testing 4G, or fourth generation, technologies
which offer even faster network speeds to enhance the
customer experience.
We have been a pioneer in a range of new products.
These include high speed mobile broadband for internet
and email access and femtocells to enhance customers’
indoor 3G signals via their household broadband
connection. We have also developed quality of service
techniques which enable careful management of the
assignment of capacity in our networks during the
busiest times to enhance our customers’ experience.

Service revenue (%) Smartphone share of global handset shipments (%) Vodafone mobile peak downlink speeds (Mbps)

15.3
3.8 28
12.8
7.9
10.9 21
9.7
7.9
14
11.5 Voice
67.1 Messaging
Data 7
Fixed line
Other 0
2006 2007 2008 2009 2006 2010

Note:
(1) Market data sourced from Wireless intelligence and Strategy Analytics.

Vodafone Group Plc Annual Report 2010 5

 Vittorio Colao Chief Executive
Chief Executive’s review
In a challenging economic environment our financial results exceeded our guidance on all
measures, we increased our commercial focus, delivered our cost reduction targets ahead of
schedule and maintained strong capital investment levels.
Financial review of the year
■■ 2010 financial results were ahead of guidance on all measures.
■■ Increased revenue contribution from our targeted growth
areas in data, fixed line and emerging markets.
■■ Free cash flow generation of £7.2 billion, up 26.5%.
We have made significant progress in implementing our strategy. We
now generate 33% of service revenue from products other than mobile
voice reflecting the shift of Vodafone to a total communications provider.
In particular, mobile data and fixed broadband services continue to grow
while we increased the contribution being made by our operations in
emerging economies, primarily by gaining market share. We have
reduced costs and working capital to manage better in the recessionary
environment while maintaining investment in our networks.
As a result, Vodafone’s financial results are ahead of the guidance
range we issued in May 2009 and the upgraded guidance we issued in
February 2010. The Group generated free cash flow of approximately
£1 billion ahead of our medium-term target established in November
2008 even after adjusting for beneficial foreign exchange.
The economic situation has remained challenging throughout the year
affecting our business in several ways. In our more mature European
and Central European operations, voice and messaging revenue
declined and roaming revenue fell due to lower business and leisure
travel. In addition, enterprise revenue declined in Europe as our business
customers reduced activity and headcount. However, results in Africa
and India remained robust driven by continued, albeit lower, GDP
growth and increasing market penetration. During the course of the
financial year the impact of the global slowdown on the Group’s financial
performance has diminished somewhat with Group service revenue
declining in the fourth quarter by only 0.2%(*), better than the preceding
three quarters and the second successive quarterly improvement.
In the full year Group revenue increased by 8.4% to £44.5 billion,
declining 2.3%(*) after excluding benefits from foreign exchange and
acquisitions. The Group’s adjusted EBITDA margin declined by 2.2
percentage points to 33.1%, in line with our expectations, primarily as
a result of lower revenue in Europe and the greater weight of lower
margin operations in emerging economies. Group adjusted operating
6 Vodafone Group Plc Annual Report 2010
profit was £11.5 billion, with a growing contribution from Verizon
Wireless and foreign exchange benefits offsetting weaker performance
in Europe.
Group free cash flow was £7.2 billion, up 26.5%, benefiting from
significant improvements in working capital management and a
deferred dividend from Verizon Wireless. This exceptional level of cash
flow was generated whilst maintaining capital investment, developing
fixed broadband services in Europe, funding the turnaround in Turkey
and Ghana, and expanding in India.
At the year end we had 341 million proportionate mobile customers
worldwide. Free cash flow
£7.2bn
Europe service revenue declined by 3.5%(*). Data and fixed line
revenue growth was strong but this was more than offset by ongoing up 26.5%
voice price reduction and lower volume growth in our core voice
products. Europe’s adjusted EBITDA margin declined by 1.0 percentage
point, at about the same rate as the previous year, reflecting lower
revenue, increased commercial activity, reduced cost and the
increased contribution from lower margin fixed broadband. Operating
free cash flow was strong at £8.2 billion.
Africa and Central Europe service revenue declined by 1.2%(*), with
good revenue growth at Vodacom and a much stronger result in
Turkey being offset by the impact of weaker economies in Central
Europe. The adjusted EBITDA margin declined by around 2 percentage
points, due to lower profitability in Turkey where we have focused on
investment in the network, distribution, driving market share and
brand visibility.
Asia Pacific and Middle East service revenue increased by 9.8%(*),
reflecting another strong contribution from India where service
revenue grew by 14.7%(*). During the 2010 financial year we attracted
32 million customers in India and in March we exceeded the 100
million customer mark. In a very competitive pricing environment we
were pleased to have confirmed our number two position in the
market. Since Vodafone’s entry into India in 2007, our performance has
been strong. We have gained about 1 percentage point per annum in
revenue market share, added 72 million customers, moved the

Revenue (£bn)
44.5
41.0
35.5
2008 2009 2010
“We have improved business into operating free cash flow generation and launched Indus
our commercial Towers, the world’s largest tower company with more than 100,000
towers under management. However the introduction of six additional
focus and cost
national mobile licences one year after our entry and the resulting
efficiency, with intense price competition have led to a £2.3 billion impairment charge.
visible results.” In Australia our joint venture company with Hutchison continues to
perform in line with the merger plan with pro-forma revenue growth
of 8%. The adjusted EBITDA margin for the region declined by 2.2
percentage points, primarily reflecting lower margins in India caused
by the competitive pricing environment and operating investment in
new circles.
Verizon Wireless posted another set of strong results for the financial
year. Service revenue growth was 6.3%(*) driven by increased customer
penetration and data, although price competition has increased and
growth rates have slowed in the second half of the year. We have
established joint initiatives with Verizon Wireless around LTE
technology and enterprise customers during the year.
We maintained capital investment at a similar level to the previous
financial year and invested £6.2 billion, consistent with our guidance
in May 2009. Capital expenditure in Europe was slightly higher than in
the 2009 financial year as we took advantage of our strong cash
generation to accelerate investment in fixed and mobile broadband
networks, and in services to enterprise customers.
Adjusted earnings per share was 16.11 pence, lower than last year
primarily as the result of a one-off tax and associated interest benefit
in the prior year. Excluding this, adjusted earnings per share increased
by 6.6%.
Total dividends per share have increased by 7% to 8.31 pence with a
final dividend of 5.65 pence per share, up 9% reflecting the strong cash
performance of the Group.
Strategy
■■ Cost reduction targets delivered a year ahead of plan.
■■ Strong revenue growth from data and fixed line services.
■■ Continued strong growth in emerging markets.
■■ Enhanced shareholder returns – new three year
dividend target.
Executive summary
Vodafone continues to evolve towards being a total communications
provider, rebalancing mobile voice in mature economies with
increasing revenue from broadband data services. We have also
increased the proportion of revenue we generate from emerging
economies. In parallel we continued to reduce our cost base to finance
growth and commercial competitiveness primarily by leveraging our
Group scale.
1. Drive operational performance
We have reinforced the commercial focus of our operating companies
by emphasising relative market share of quality customers, exploitation
of the data opportunity and expansion into converged services.
Progress in all areas has become more evident in the second half of
the year.
At the same time we accelerated our £1 billion cost reduction
programme, announced in 2008, and delivered its full benefits one
year ahead of plan. The majority of these savings were generated by
our European operations and from cost reductions in our central
functions. Despite growth in mobile voice minutes and a significant
increase in data usage, Europe’s overheads declined enabling
commercial investment to be increased.
In November we announced a further £1 billion cost saving programme
to be delivered by the 2013 financial year. This will help us to
offset inflationary pressures and the competitive environment and
enable us to invest in our revenue growth opportunities. Around half
of these savings will be available for commercial reinvestment or
margin enhancement.
We will continually update our programme to identify further ways in
which the Group can benefit from its regional scale and further reduce
costs in order to offset external pressures and competitor action and
to invest in growth.
2. Pursue growth opportunities in total communications
Data revenue grew by 19.3%(*) and is now over £4 billion. In addition to
driving continued growth in PC connectivity services, we have been
particularly successful in increasing smartphone penetration across
our customer base and in ensuring that smartphone customers
subscribed for additional data services.
Vodafone Group Plc Annual Report 2010 7

During the financial year our active data users across the Group
increased to around 50 million and within this the number of mobile
internet users to around 31 million. These achievements, while
significant, highlight the huge potential of data as we increase
penetration of the remaining part of our 341 million proportionate
customer base.
Fixed line revenue increased by 7.9%(*) during the year. We now have
5.6 million fixed broadband customers, an increase of around 1 million
during the year. In Europe adjusted EBITDA margins of the fixed
activities remained stable at around 14% and the business was broadly
free cash flow neutral after capital expenditure of approximately
£450 million.
Europe’s enterprise revenue declined by 4.1%(*) during the year as a
consequence of the significant impact of the economic downturn on
our enterprise customers. In contrast Vodafone Global Enterprise, which
serves our larger enterprise customers on a Group-wide basis, had a
good year and delivered revenue growth of around 2%(*) demonstrating
the strength of Vodafone services to multinational corporations. During
the year we launched fixed mobile convergent products such as
Vodafone One Net specifically for smaller and medium enterprise
customers which will position us well for recovery in due course.
3. Execute in emerging markets
In India we have secured the number two position in the market by
revenue despite fierce price competition stimulated by new entrants.
Indus Towers is now the world’s largest tower company with over
100,000 towers under management.
Vodacom increased service revenue by 4.6%(*) and maintained its
leadership in South Africa. In Turkey service revenue increased by
31.3%(*) in the last quarter and 5.3%(*) in the full year. The turnaround
plan has brought the company back to growth and we now have to focus
on continuing this momentum in the forthcoming financial year.
While we look at opportunities to expand as they are presented, we
remain cautious with respect to future footprint expansion. Our primary
focus remains on driving results from our existing emerging markets.
4. Strengthen capital discipline to drive shareholder returns
Cash generation by the Group has been strong throughout the recession,
reflecting significant cost reductions and the success of the Group wide
working capital improvement plan in its first of two years.
8 Vodafone Group Plc Annual Report 2010
Annual capital
expenditure
£6.2bn
During the year we returned approximately £4.1 billion of free cash
flow to shareholders in the form of dividends. The remaining free cash
flow was used to fund the Vodacom stake purchase completed in May
2009 and spectrum purchases in Turkey, Egypt and Italy. Net debt
declined to £33.3 billion primarily as a result of foreign exchange
movements. The Group has retained a low single A credit rating.
We now expect that annual free cash flow for the Group will be between
£6.0 billion and £7.0 billion (using guidance foreign exchange rates) for
the next three financial years ending 31 March 2013 reflecting the
successful execution of the Group’s strategy and our expectations for
improving operating free cash flow from our emerging markets and fixed
line investments.
The Board is therefore targeting dividend per share growth of at least 7%
per annum for the next three financial years ending on 31 March 2013(1).
We expect that total dividends per share will therefore be no less than
10.18 pence for the 2013 financial year.
Performance-driven organisation
Significant changes have been made to the Group’s internal structure,
organisation and incentive systems in the last 12 months. Head office
functions and management layers have been reduced significantly,
simplifying our business processes and increasing the speed with
which we can respond to the changing environment.
The specific responsibilities of Group Technology, Group Marketing
and our local operating companies have been simplified, eliminating
overlapping areas and coordination activities. We are also shifting
progressively into incentive schemes which emphasise reward for
competitive performance and cash generation.
Prospects for the year ahead(1)
■■ Adjusted operating profit of £11.2 to £12.0 billion.
■■ Free cash flow in excess of £6.5 billion.
We expect the Group to return to organic revenue growth during the
2011 financial year although this will be dependent upon the strength
of the economic environment and the level of unemployment within
Europe. In contrast, revenue growth in other emerging economies, in
particular India and Africa, is expected to continue as the Group drives
penetration and data in these markets.
 Executive summary

Our strategy
The key focus of our strategy is to drive
free cash flow generation. This is
supported by four main objectives: drive
operational performance, pursue growth
opportunities in total communications,
execute in emerging markets and
strengthen capital discipline.

Drive operational Execute in emerging markets

performance

We aim to improve our

performance through targeted
commercial investment
in high value customers,
improved device portfolio
and cost reduction.
Progress
■■ Increased smartphone penetration
across our customer base.
■■ Capital investment of £6.2bn
to enhance our product portfolio
and network quality.
■■ £1bn cost reduction programme
delivered a year early; a further
£1bn programme now underway.
Adjusted EBITDA margins are expected to decline at a significantly ■■ Cost initiatives include: greater
lower rate than in the 2010 financial year. This reflects the continuing network sharing, efficiencies in
benefit of the Group’s cost saving programme which is enabling us to customer self-service and
increase commercial activity and drive increased revenue in data and streamlining of support functions.
fixed line.
Cost savings over last two years
In emerging markets we
are focused on operational
performance and driving the
mobile data opportunity.
Progress
■■ Increasing revenue market share
in India, Turkey and South Africa
during the year.
■■ India now has 100m customers,
up a record 32m during the year.
■■ Returned to revenue growth in
Turkey driven by investment in
the network, IT and distribution.
■■ 33% (*) data revenue growth
in Vodacom.

£1bn
Adjusted operating profit is expected to be in the range of £11.2 billion Service revenue

32%
to £12.0 billion. Performance will be determined by actual economic
trends and the extent to which we decide to reinvest cost savings into
total communications growth opportunities. from emerging markets(2)
P ursue growth opportunities
Free cash flow is expected to be in excess of £6.5 billion, consistent with
our new three year target.
in total communications
Strengthen capital discipline
We intend to maintain capital expenditure at a similar level to last year,
adjusted for foreign exchange, ensuring that we continue to invest in We are focused on enhancing
high speed data networks, enhancing our customers’ experience and returns to shareholders and
increasing the attractiveness of the Group’s data products. have clear priorities for
Summary surplus capital.
In an extremely challenging economic environment, we have
improved Vodafone’s commercial focus and cost efficiency with We have identified three Progress
visible results. revenue growth opportunities,
■■ £4.1bn of free cash flow used to
mobile data, fixed broadband
We have made good progress in our growth areas – mobile data, pay dividends.
broadband and enterprise – and exceeded our improved guidance, and enterprise services, ■■ Total dividends per share of 8.31
generating strong free cash flow of £7.2 billion. As a result of greater which represent our total pence, up 7%.
confidence in Vodafone’s prospects and cash generation ability, the communications services. ■■ Remaining free cash flow used
Board has adopted a revised dividend policy, delivering attractive to purchase spectrum and
growth for shareholders over the next three years(1). Progress an additional 15% of Vodacom.
■■ New dividend target – dividends
Economic growth remains fragile in many of our largest markets but ■■ 19%(*) data revenue growth; driven per share growth of at least 7%
we remain confident that our strategy is creating a stronger Vodafone. by PC connectivity services and over the next three years.
mobile internet usage.
■■ Fixed broadband customer base Total dividends

8.31p
of 5.6m, up 1m.
■■ 2%(*) revenue growth in Vodafone
Vittorio Colao Global Enterprise.
up 7%
Chief Executive
Mobile data users

Notes:
(1) For guidance and dividend assumptions see page 37.
50m
up 135% over the year
(2) Africa and Central Europe and Asia Pacific and Middle East.

Vodafone Group Plc Annual Report 2010 9

Global presence
We have a significant global presence, with equity interests in over 30 countries and over 40 partner markets
worldwide. The Group operates in three geographic regions – Europe, Africa and Central Europe, Asia Pacific and
Middle East – and has an investment in Verizon Wireless in the United States.

Europe Africa and Central Europe

Our mobile subsidiaries and joint venture operate under the brand name ‘Vodafone’. Our subsidiaries in this region operate under the ‘Vodafone’ brand or, in the case
Our associate in France operates as ‘SFR’ and ‘Neuf Cegetel’, and our fixed line of  Vodacom and its mobile subsidiaries, the ‘Vodacom’ and ‘Gateway’ brands.
communication businesses operate as ‘Vodafone’, ‘Arcor’, ‘Tele2’ and ‘TeleTu’. Our joint venture in Poland operates as ‘Plus’ and our associate in Kenya operates
as ‘Safaricom’.
Poland 3.3m
Czech Republic 3.0m
Hungary 2.6m
Romania 9.7m

Turkey 15.8m

Ireland 2.1m

UK 19.0m
Netherlands 4.7m

Germany 34.5m

Ghana 2.8m
France 8.6m
Kenya 5.3m

Italy 23.2m Democratic Republic of Congo(2)

Tanzania(2)
Portugal 6.0m
Albania 1.7m
Spain 16.7m
Greece 6.0m Vodacom(2) 39.9m(3) Mozambique(2)

Malta 0.2m Lesotho(2)

South Africa(2)(3)

Europe Revenue growth (%) Africa and Central Europe Revenue growth (%)
Revenue(1) 8.7 Revenue(1) 3.2(*)(4) 2.1

£29.9bn £8.0bn
(15.8) (1.1)

2.1
0.8% growth (1.7) (6.8) 0.5 45.9% growth
Adjusted operating profit(1) Adjusted operating profit(1)

£6.9bn Germany Italy Spain UK Other £0.5bn Vodacom Romania Turkey Other
2.9% decrease 21.9% decrease
Operating free cash flow(1) (1) The sum of these amounts does not equal Operating free cash flow(1) (2) Vodacom refers to the Group’s interest in

£8.2bn £1.1bn
Group totals due to Common Functions and Vodacom Group Limited (‘Vodacom’) in South
intercompany eliminations. Africa and its subsidiaries, including its
operations in the Democratic Republic of Congo,
2.7% decrease 70.5% growth Lesotho, Mozambique and Tanzania. It also
includes its Gateway services and business
Capital expenditure(1) Capital expenditure(1)
network solutions subsidiaries which have

£3.0bn £1.4bn customers in more than 40 countries in Africa.

(3) The Group’s customers for Vodacom include
17.1 million customers in South Africa.
6.0% growth 61.1% growth (4) Vodacom became a subsidiary on 18 May 2009.
The reported revenue growth was 150.3%.

Partner markets

Partner markets extend our brand exposure outside
the controlled operating companies through entering
into a partnership agreement with a local mobile
operator, enabling a range of our global products and
services to be marketed in that operator’s territory.
Under the terms of these partner market agreements
we cooperate with our partners in the development
and marketing of certain services. These partnerships
create additional revenue through royalty and
franchising fees without the need for equity
investment. Similar arrangements also exist with a Partnership agreements in place at 31 March 2010,
number of our joint ventures, associates and excluding those with our joint ventures, associates and
investments. investments, are shown in the table to the right.
The results of partner markets are included within
Common Functions, together with the net result of
unallocated central costs and recharges to the Group’s
operations, including royalty fees for the use of the
Vodafone brand.

10 Vodafone Group Plc Annual Report 2010

 Executive summary

Regions
Revenue(1) Adjusted operating Operating free cash flow(1) Capital expenditure(1)
(£bn) profit(1) (£bn) (£bn) (£bn)
Europe
6.5 0.6 Africa and Central Europe
1.1 1.4
Asia Pacific and Middle East
4.1
8.0 Verizon Wireless (US)
3.0
6.9
29.9
1.4
0.4 8.2
0.5

Asia Pacific and Middle East Verizon Wireless (United States)

Our subsidiaries and joint venture in Fiji operate under the ‘Vodafone’ brand and our Our associate in the US operates under the brand ‘Verizon Wireless’.
joint venture in Australia operates under the brands ‘Vodafone’ and ‘3’.

China 17.2m
Egypt 24.6m
Verizon Wireless 41.8m
Qatar 0.5m

India 100.9m

Fiji 0.4m

Australia 3.5m

New Zealand 2.5m

Asia Pacific and Middle East Revenue growth (%) Verizon Wireless (US) Revenue growth (%)
Revenue(1) 15.8 Revenue(5) 22.3

£6.5bn
11.4% growth
9.3 £17.2bn
22.3% growth
5.1
Adjusted operating profit(1) Adjusted operating profit(1)

£0.4bn India Egypt Other £4.1bn US

35.6% decrease 16.1% growth
Operating free cash flow(1) (5) This amount represents the Group’s share

£0.6bn
of Verizon Wireless’ revenue and is not included
in Group revenue as Verizon Wireless
is an associate.
– Subsidiary
Capital expenditure(1) Joint venture

£1.4bn

Associate
Investment
25.1% decrease Amounts on map represent proportionate
mobile customers at 31 March 2010.

Country Operator Country Operator Country Operator Note:

Afghanistan Roshan Faroe Islands Vodafone Faroe Islands Russia MTS (1) Partnership includes Bermuda and the
Armenia MTS Finland Elisa Serbia VIP mobile following countries within the Caribbean:
Austria A1 Honduras Digicel Singapore M1 Anguilla, Antigua and Barbuda, Aruba,
Azerbaijan Azerfon-Vodafone Hong Kong SmarTone-Vodafone Slovenia Si.mobile Barbados, Bonaire, Curaçao, the Cayman
Islands, Dominica, French West Indies,
Bahrain Zain Iceland Vodafone Iceland Sri Lanka Dialog
Grenada, Haiti, Jamaica, Samoa, St Lucia,
Belgium Proximus Japan SoftBank Sweden TDC
St Kitts and Nevis, St Vincent, Trinidad
Bulgaria Mobiltel Latvia Bité Switzerland Swisscom and Tobago, Turks and Caicos Islands and
Caribbean (1) Digicel Libya Al Madar Taiwan Chunghwa British Guyana.
Channel Islands Airtel-Vodafone Lithuania Bité Thailand DTAC
Chile Entel Luxembourg Tango Turkmenistan MTS
Croatia VIPnet Macedonia/FYROM VIP operator Ukraine MTS
Cyprus Cytamobile-Vodafone Malaysia Celcom United Arab Emirates Du
Denmark TDC Norway TDC Uzbekistan MTS
Estonia Elisa Panama Digicel

Vodafone Group Plc Annual Report 2010 11

 Proportionate mobile
customers across the globe.

341.1m
(2009: 302.6m; 2008: 260.5m)

BrandFinance global ranking

7th
most valuable brand
(2009: 8th; 2008: 11th)

Customers and distribution

Customers are at the core of everything we do. Through our products and services we endeavour
to address all our customers’ communications needs.

International customer base with diverse needs Enterprise

Vodafone has a truly international customer base with 341.1 million
proportionate mobile customers across the world. We continually
seek to develop new and innovative propositions that deliver relevance
and value to all our customers and build a long lasting relationship
meeting their expectations and needs. As customers move between
work and home environments and look for integrated solutions,
we  have a suite of propositions which often bundle together
voice, messaging, data and increasingly fixed line services to meet
their needs.
Vodafone also caters to all business segments ranging from small-
office-home-office (‘SoHo’) and small-medium enterprises (‘SMEs’) to
corporates and multinational corporations (‘MNCs’). While our core
mobile voice and data business continues to grow, our enterprise
customers are increasingly asking for combined fixed and mobile
solutions for their voice and data needs as well as integrated services
and productivity tools.

Brand
We have continued to build brand value by delivering a superior,
consistent and differentiated customer experience. During the 2010
financial year we evolved our brand positioning to “power to you”
emphasising our role of empowering customers to be able to live
their lives to the full. It is a further expression of the importance of the
customer being central to everything we do and is reinforced in
communications substantiating how products and services impact
and empower our customers.

We regularly conduct brand health tracking which is designed to Global sponsorship

measure the performance of the brand in each country and generate
Our title sponsorship of the Vodafone
insights to manage the brand as effectively as possible. External McLaren Mercedes F1 team delivered
benchmark studies have shown that Vodafone brand equity has strong coverage across an exciting and
maintained a top ten position in a number of rankings of brands across hard contested 2009 championship. In
all industries including the seventh most valuable brand in the world addition to press and news coverage we
as measured by BrandFinance. integrated the sponsorship into a wide
variety of business activities including
Customer segmentation communications, events, content, and
Consumer acquisition and retention promotions to
maximise the impact and return on its
Consumer customers are typically classified as prepaid or contract
investment. Significant sponsorship and
customers. Prepaid customers pay in advance and are generally not
support is also undertaken at a local
bound to minimum contractual commitments offering great country level where it builds awareness
flexibility and cost control. Contract customers usually sign up for a and brand value by resonating with our
predetermined length of time and are invoiced for services, typically customers and their interests.
on a monthly basis. Increasingly we offer SIM-only tariffs allowing
customers to benefit from our network whilst keeping their existing
handset. Around a third of our proportionate customer base including
consumer and enterprise customers are contract customers and the
remainder are prepaid.

12 Vodafone Group Plc Annual Report 2010

 Business

Vodafone branded
franchise stores

7,600 Directly owned and

managed stores
(2009: 5,300; 2008: 5,800)
2,100
(2009: 1,800; 2008: 1,150)

Distribution
Our customers interact with us in a variety of ways including via retail
locations, by telephone or increasingly online. Through our subsidiaries,
we directly own and manage approximately 2,100 stores selling
services to customers and providing customer support. To be most
accessible to our customers we constantly review our store footprint
and capabilities. We also have around 7,600 Vodafone branded stores
in our controlled markets which sell our products and services
exclusively through franchise and exclusive dealer arrangements.
Additionally, in most operating companies, sales forces are in place to
sell directly to business customers. The internet is increasingly a key
channel to promote and sell our products and services and to provide
customers with an easy, user friendly and accessible way to manage
their services and access support, whilst reducing costs for the Group.

The extent of indirect distribution varies between markets but may

include using third party service providers, independent dealers,
distributors and retailers. We host mobile virtual network operators Customer satisfaction
(‘MVNOs’) in a number of markets, selling access to our network at a
Historically we have measured customer
wholesale level.
satisfaction using our customer delight
index, a proprietary diagnostic system
which tracks customer satisfaction across
all points of interaction with Vodafone and
identifies the drivers of customer delight
and their relative impact.

At the end of the 2010 financial year we

migrated to the net promoter score (‘NPS’)
customer measurement system to
monitor and drive customer satisfaction at
both an operational and country level in
many of our markets. The NPS diagnostic
system replaces the customer delight
Customer delight index index and uses a scale of how likely

73.1
customers would be to recommend
us to friends and family.

(2009: 72.9; 2008: 73.1)

Vodafone Group Plc Annual Report 2010 13

Voice revenue

£28.0bn
(2009: £26.9bn; 2008: £24.2bn)

Handsets

Our wide range of handsets Voice & messaging services

covers all our customer
Products and services segments and price points and is
available in a variety of designs.
We provide value focused pricing
through unlimited bundles of
■■ 66 new models released in the
voice and text services.
We offer a wide range of products and services 2010 financial year.
Voice services incorporate revenue
including voice, messaging, data and fixed line ■■ 23 exclusive handsets launched. ■■
for national, international and
solutions and devices to assist customers in roaming calls.
Smartphones
meeting their total communications needs. ■■ SMS services include text
messages as well as multiple
■■ A handset offering advanced media, such as pictures, music,
Handsets capabilities including access to sound, video and text.
The core functionality and use of handsets continues to be voice and email and the internet.
text messaging services. Many different tariffs and propositions are ■■ 24% of handset sales in Europe.
available, targeted at different customer segments, and include a ■■ All leading brands represented Voice usage (billions of minutes)
range of unlimited usage offers which have been particularly appealing including iPhone in 14 countries. 686.6
to customers. ■■ Launched two tailor-made 548.4
Vodafone 360 handsets: Samsung 427.9
With sophisticated handsets becoming readily available, customers H1 and Samsung M1.
are increasingly using their mobile phones to complement their lives
in new and innovative ways. Data usage continues to grow rapidly
fuelled by large numbers of intuitive internet enabled devices Vodafone branded handsets
(‘smartphones’), many with touch screens such as the iPhone and 2008 2009 2010
BlackBerry® Storm™, and transparent pricing available through our ■■ Enabling millions of people in
“internet on your mobile” unlimited browsing tariff. Instant messaging emerging markets to share the SMS usage (billions of messages)
is available with Yahoo! and MSN and we offer integrated services from benefits of mobile technology. 223.5
leading internet brand partners including YouTube, eBay, Google™ and ■■ Prices start from less than US$15.
172.0
Google Maps™. ■■ 16 new models released under our
131.4
own brand.
Our partnership agreements with leading companies, such as RIM, ■■ Low cost combined with high-end
Samsung and Google, have enabled us to be first to market with features, such as touch screen and
cutting-edge devices such as the BlackBerry Storm, Samsung H1 and mobile internet capability.
Samsung M1 (our two tailor-made handsets that support our Vodafone 2008 2009 2010
360 proposition) and Google Nexus One. Vodafone branded handsets shipped

5.4m
Messaging revenue

£4.8bn
Available in 31 markets including partner markets, Vodafone branded
devices are designed to meet a range of customer needs and
(2009: 10.7m; 2008: 10.0m)
preferences – from low cost phones offering simple voice and text,
(2009: £4.5bn; 2008: £4.0bn)
through fashion and design influenced, to competitively priced mobile
internet devices with cutting-edge smartphone functionality including
touch screen and mobile internet capability. During the 2010 financial
year Vodafone launched its most affordable handset to date, the
Vodafone 150, which retails for less than US$15 unsubsidised, giving
millions of people in emerging markets the opportunity to share in the
benefits of mobile technology for the first time.

Product focus: Vodafone branded handsets Apple iPhone 3GS

Vodafone 845 (left) Android smartphone
Vodafone 150 (right) ultra low-cost handset.

14 Vodafone Group Plc Annual Report 2010

 Business

Data services

We offer a number of products

and services to enhance our
customers’ access to data
services including access to
the internet, email, music,
Fixed services
games and television.
We offer fixed voice and
Organic data revenue growth fixed broadband solutions
Total communications services
We have continued to diversify and expand the services we provide to
19.3%
(2009: 25.9%; 2008: 39.0%)
to our customers’ total
communications needs.
assist customers in meeting their total communications needs. These ■■ Fixed line services available in
include data services, such as mobile internet and mobile broadband 13 countries in addition to Gateway.
and fixed services incorporating fixed line voice and fixed broadband. Data revenue ■■ 5.6m fixed broadband customers,
up 1m.
Data ■■ Data, a fast growing revenue ■■ Vodafone DSL Router launched
We provide a range of data products including PC connectivity, internet stream, now accounts for 10% in six countries.
services, applications and roaming. of service revenue.
■■ 50m total data users, up over 100%,
PC connectivity services, available through Vodafone Mobile Broadband including 31m mobile internet users. Fixed line revenue (£bn)
devices and certain handsets, provide mobile internet access for laptop, ■■ Integrated services from leading 3.3
netbook and PC users. Vodafone Mobile Broadband provides simple and internet partners including YouTube, 2.7
secure access to the internet and to business customers’ systems. We Google and Google Maps.
1.9
have been at the forefront of deployment of HSPA+ networks and
development of devices (such as USB modems) to support these speeds.
We were the first to deploy high speed HSPA services (peak rate of Data devices
14.4 Mbps) in selected markets, such as the UK, and HSPA+ (peak rate of
21.6 Mbps and 28.8 Mbps) in selected markets such Ireland, Portugal and ■■ Four netbook models with built-in 2008 2009 2010
Greece. USB sticks with exclusive designs and simple “plug and play” 3G broadband launched.
software continue to be very popular. A wide variety of laptop models are ■■ Peak download speeds of up to Fixed broadband customers

5.6m
available with built in 3G broadband and Vodafone SIM cards. 28.8 Mbps.
■■ 13m smartphone users in Europe,
Internet services enable users to access the internet on their mobile representing 11% of customers. (2009: 4.6m; 2008: 3.6m)
handset. Applications include email services with real time handheld ■■ First to launch a 21 Mbps USB stick
access to email, calendar, address book and other applications. Data in several markets in Europe.
roaming allows customers to use our services on a mobile network when
travelling abroad. PC connectivity users

Fixed
Our fixed service incorporates fixed broadband, offered mainly
8.7m
(2009: 5.7m; 2008: 2.7m)
through DSL technology, and fixed line voice, which allows consumer
and enterprise customers to make fixed line voice calls using Vodafone
as their total communications provider. Data revenue (£bn)
4.1
The Vodafone DSL Router combines mobile and fixed broadband
3.0
services. This means customers can connect immediately after Product focus: Vodafone DSL Router
purchase via the USB broadband modem and then later with fixed 2.1 The Vodafone DSL Router features instant
broadband when this has been provisioned. At this stage the USB activation and a back-up connection via the
modem can continue to be used with a laptop for usage outside of the separate USB dongle.
home. During the year we have also launched Vodafone Sure Signal in
the UK which, used in conjunction with home fixed broadband, 2008 2009 2010
provides customers with excellent indoor 3G coverage.
Data traffic in Europe (petabytes)
81.8

40.8

18.8
Product focus: Vodafone Mobile Broadband
USB modem
Latest high-speed Vodafone USB modem, capable 2008 2009 2010
of supporting peak download speeds up to 28.8 Mbps.

Vodafone Group Plc Annual Report 2010 15

 Vodafone 360 is a new internet service for mobile, PC
and Mac. It brings phone, email, chat and social network
contacts together in one place. Vodafone 360 provides
customers with access to games, music and thousands
of applications as well as browsing the internet.

Vodafone Money Transfer

The Vodafone Money Transfer

system is available in three countries
with 13 million customers moving

Value added services

US$3.6 billion during the year. We
expect to roll-out the service to
further markets later this year.

We have continued to diversify and expand Applications Vodafone Money Transfer customers
(millions)
the services we provide to our customers to 13.0
meet their total communications needs. We provide a wide range
of additional services
6.5
to customers.
Consumer
During the 2010 financial year we launched an exciting new suite of ■■ Vodafone Email Plus, Windows 2.5
services called Vodafone 360 particularly catering to the needs of Mobile® Email from Vodafone
customers wanting to be always connected both on the move and at and BlackBerry from Vodafone 2008 2009 2010
home. This allows customers to keep all their contacts and content in provide enterprise customers
one place and access the latest information available on the internet. with real time handheld access
Vodafone 360 integrates the latest updates from popular social to email, calendar, address book Roaming services
networking sites, such as Facebook, so customers can stay instantly and other applications.
up to date with their friends’ latest news. ■■ Vodafone PC Backup and Restore
enables users to remotely store Our roaming services
The Vodafone 360 store gives customers the choice to download from data securely and automatically allow Vodafone customers
over 8,000 applications ranging from checking the weather and news to via their internet connection.
to make calls and use
the latest music and games. All the information, social contacts and ■■ Full track music down loads with
content can also be seamlessly accessed online from PCs and Macs, in more than 2m songs available.
data services on other
addition to handsets, allowing customers the freedom to connect via operators’ mobile networks
whichever channel is most convenient to them. Vodafone was the first whilst travelling abroad.
operator to offer DRM-free bundles and now has the largest number of
paid digital music subscriptions in Europe, with over 500,000 customers. 4.5m
Mobile email users , up 29%
■■ Over the last three years we
have reduced the cost of voice
Applications roaming by 38% in Europe.
Our range of total communications solutions provides customers with ■■ Vodafone Passport enables
integrated office and mobile voice and data services, such as Vodafone PC Backup and Restore customers to “take their home
Always Best Connected, an internet connection management tariff abroad” offering greater
software tool which manages connections across all network price transparency and certainty.
connection types including Mobile Broadband, Wi-Fi and LAN. This
service allows customers to stay connected to the internet on the best
available connection, simply and securely. The software provides a Vodafone Passport customers (millions)
simple user experience for managing different connections in the 24.9
22.5
office, at home, in a hotspot or on the move by automatically Enables PC users to store data securely
managing the switching between available connection types. and automatically, allowing access to files 17.5
and documents at any time from any
computer with an internet connection,
whether fixed or mobile.
Service focus: DRM-free deals with
all four major record labels in 2009
More than 500,000 customers signed up 2008 2009 2010
for  music subscription services provided
in partnership with all four major labels
(EMI, Sony, Universal and Warner), making
us the largest provider of paid digital music
subscription services in Europe.

16 Vodafone Group Plc Annual Report 2010

 Business

Share of Europe
service revenue from
enterprise services

30%
Product focus: Vodafone One Net
Provides small and medium-sized business with just one
Mobile broadband solutions number for their fixed and mobile calls.
7 Causes is a marketing consultancy with a difference.
Based in the Netherlands, they’ve changed the way they
work with clients. Out went expensive office space and
long commutes. Instead they bought a bus and turned
it into a mobile office complete with Vodafone mobile
broadband. So now instead of wasting time travelling,
they can work on the move and see more of their clients
and their own families.
Enterprise services

Vodafone offers total Business managed services

communications solutions
for a wide range of enterprise
customers from small
businesses to large
Enterprise multinational companies.
We continue to add value to our enterprise customers, building on our
core mobile business and leading the way with a range of services
where applications and data are secured and hosted in the Vodafone Vodafone One Net
network or “cloud”. In addition, we are providing mobile internet
bundles for smartphones, mobile email (BlackBerry, Microsoft ■■ Vodafone One Net brings together
ActiveSync and Vodafone Email Plus) and mobile broadband via a fixed and mobile communications in
range of innovative devices, such as the Vodafone Mobile Wi-Fi, a one system. It means that every user
portable mobile broadband powered Wi-Fi hub, and class leading USB can have just one number for their
dongles, embedded laptops and netbooks. desk phone and mobile, and one
voicemail box for their messages.
As we embrace the convergence of mobile and fixed networks our ■■ For a fixed cost per employee,
customers are seeing the value it brings to their business through a customers can get business quality
range of convergent services. Building on our success in Italy and internet and email, a mobile and/or
Spain with our cloud-based office phone solution, Vodafone One Net, desk phone for every user, with
the service is expected to be launched in Germany and the UK during advanced call management
the 2011 financial year. The service provides enterprise customers of features and unlimited calls
all sizes with advanced office desk phone functionality integrated with between all their company phones
their mobile services. whether fixed or mobile.
Our partnership with Microsoft has enabled us to combine these
converged services with the Microsoft online suite, providing our Vodafone Unified Communications
customers with hosted email and productivity tools as well as
conferencing and collaboration services in a single package. The ■■ An integrated communications
services have launched successfully in Germany and Spain. solution in partnership with
Microsoft which provides a
Vodafone Global Enterprise (‘VGE’) manages the relationships with customer with just one interface
over 550 of our largest multinational corporate customers. VGE for all of their communications,
simplifies the provision of fixed, mobile and data services for MNCs enabling employees to access
who need a single operational and commercial relationship with emails, share documents and files,
Vodafone worldwide. It provides a range of managed services, such as access calendars, hold web and
central ordering, customer self-serve web portals, telecommunications video conferences and exchange
expense management tools and device management coupled with a instant messages from any location
single contract and guaranteed service level agreements. and using almost any device.
■■ As customers look to improve their
efficiency they are increasingly
looking to Vodafone to take control
of their technology for them.
■■ Business managed services
provide fully managed solutions
which bring together every
aspect of a customers’
telecommunications infrastructure,
both fixed and mobile, into a single
management view.
■■ Services include logistics, cost
control, and security and online
management portals offering
single-sign-on.
Machine-to-machine
■■ Machine-to-machine (‘M2M’)
communication allows businesses
to automate the capture of data,
perform real-time diagnostics
and repair and to control
assets remotely.
■■ We support M2M solutions ranging
from location monitoring of
vehicles and remote patient
monitoring through to supporting
real-time secure payments and
providing real‑time inventory
reports for retailers. corporate
and MNC segments.

Within VGE, our machine-to-machine (‘M2M’) business unit provides

MNC customers with global capabilities for M2M services through a Enterprise mobile voice connections
(millions)
single platform and a global numbering range. The business has
achieved major customer wins in both the automotive and smart 25.2
22.4
metering sectors. VGE has continued to expand both its footprint and 19.6
Product focus: Vodafone Mobile Wi-Fi
the services it provides to our customers and now has dedicated Provides a personal Wi-Fi network
resources in India and Africa, both growing areas for VGE’s services. For for up to five users.
the fourth year running VGE has extended its position in the Gartner
Magic quadrant report to become the clear industry leader.

2008 2009 2010

Vodafone Group Plc Annual Report 2010 17

Technology and resources
Our key technologies and resources include the telecommunications licences that we hold
and the related network infrastructure which enable us to operate our telecommunications
networks around the world.
Delivering the best customer experience
We have built extensive coverage across our networks and strive
to deliver the best possible user experience for our customers.
■■ Over 200,000 base station sites for the transmission
of wireless signals.
■■ Network traffic of nearly 700 billion minutes and over
90 petabytes of data per year.
■■ Peak download speeds of up to 28.8 Mbps.
We continue to deliver a high quality customer experience across all
of our markets, leveraging the extensive knowledge and expertise that
we have across the Group. We measure key performance indicators
across our markets on an ongoing basis to ensure we maintain high
standards of service quality and availability. We also participate in
regular network drive test campaigns conducted by independent third
party companies to benchmark our networks against those of our
major competitors.
Over the last year we have introduced advanced tools across all of
our established 3G markets in Europe providing us with the ability
to monitor and proactively manage our customers’ experience on
the network.
Network infrastructure
Our network infrastructure provides the means of delivering our
mobile and fixed voice, messaging and data services to our customers.
Our customers are linked via the access part of the network which
connects to the core network that manages the set-up and routing of
calls, transfer of messages and data connections.
Second generation (‘2G’)
We operate 2G networks in all of our mobile operating subsidiaries
through global system for mobile (‘GSM’) networks, offering customers
services such as voice, text messaging and basic data services. In
addition, all of the Group’s controlled networks operate general packet
radio services (‘GPRS’), often referred to as 2.5G. GPRS allows mobile
devices to be used for sending and receiving data over an IP based
network and enabling data service offers such as internet and email
access. In a number of networks, we also provide an advanced version
18 Vodafone Group Plc Annual Report 2010
of GPRS called enhanced data rates for GSM evolution (‘EDGE’). These
networks provide download speeds of over 200 kilobits per second
(‘kbps’) to our customers.
Third generation (‘3G’)
Our 3G networks, operating the wideband code division multiple
access (‘W-CDMA’) standard, provide customers with an optimised
data access experience. We have continued to expand our service
offering on 3G networks, which provide high speed internet and
email access, video telephony, full track music downloads, mobile TV
and other data services in addition to existing voice and basic data O
 ur networks
connectivity services. provide peak
download speeds
High speed packet access (‘HSPA’)
HSPA is a 3G wireless technology enhancement enabling significant of up to 28.8 Mbps.
increases in data transmission speeds. It provides increased mobile We expect to
data traffic capacity and improves the customer experience through provide ever faster
the availability of 3G broadband services and significantly shorter data speeds in the
transfer times. All of our markets with 3G capability now support the
years to come.
3.6 mega bits per second (‘Mbps’) peak speed evolution of high speed
downlink packet access (‘HSDPA’) and with peak speeds of up to
28.8 Mbps peak speed in some areas. The figures are theoretical peak
rates deliverable by the technology in ideal radio conditions with no
customer contention for resources. While HSDPA focuses on the
downlink (network to mobile), high speed uplink packet access
(‘HSUPA’) focuses on the uplink (mobile to network) and peak speeds
of up to 1.4 Mbps on the uplink are now available across all of our
markets, with peak speeds up to 5.8 Mbps available in key areas across
many of our 3G networks.
Evolving our networks
We continually improve our network and IT capability in order to
enhance the service we provide our customers.
With the increasing adoption of mobile broadband services and the
wider availability of advanced smartphones we are seeing accelerated
growth in data traffic across our networks. To ensure we continue to
deliver the best possible quality of service to our customers we are
proactively evolving our infrastructure through a range of initiatives.
 Business

Customer devices Access and transmission network Core network Other networks

As a total communications
company our customers
can use a broad range of
devices to access our
products and services.
Our access networks provide the means by which our customers The core network is responsible Our networks connect to
can connect to Vodafone. We provide mobile access through a for setting up and controlling a wide range of other
network of base stations and fixed access through consumer digital the connection of our customers networks to enable our
subscriber lines (‘DSL’) and optical fibre, or corporate private wire. to our voice and data services. customers to reach
These access networks connect back to our core network via a customers of other
transmission network. operators and access
services beyond Vodafone.
Base station Circuit switched

Base stations manage the The circuit switched domain

wireless radio transmissions to provides voice/video calls
and from Vodafone’s customers’ and some basic data services. Fixed line operators
Standard handsets
mobile devices.
Smartphones Private wire Transmission Packet switched
corporate access infrastructure Mobile operators

Netbook and laptop
computers
Fixed line devices
We deliver private branch exchange The transmission infrastructure The packet switched domain
services to our enterprise customers connects together our access provides our customers access to
via dedicated private wire and core networks. data services. Internet service
connections. providers

Desktop computers Fixed broadband IP multimedia subsystem

Corporate networks
We provide fixed line telephony The IP multimedia subsystem
connections enabling our provides advanced control for all
customers to connect to the internet protocol (‘IP’) services.
internet via DSL and optical fibre
(‘GPON’) technologies.

Access network evolution in our networks in order to optimise the overall customer experience
Population coverage We are actively driving additional 3G data technology enhancements we deliver.
in Europe to further improve the customer’s experience and capacity of our

99%
with 2G and over 80%
networks including evolutions of HSPA technology to increase both
the downlink and uplink speeds. We have successfully trialled
evolutions of mobile broadband technology delivering peak rates of
with 3G 43.2 Mbps. During the 2011 financial year we expect to extend the
availability of 28.8 Mbps downlink and 5.8 Mbps uplink speeds within
our network.
We have continued to expand our fixed line footprint in accordance
with our total communications strategy by building our own
network and/or using wholesale arrangements in 13 countries at
31 March 2010.
Transmission network evolution
We continue to upgrade our access transmission infrastructure from
the base stations to the core switching network to deal with the
increasing bandwidth demands of the access network. We have
continued to pursue a strategy of implementing scalable and cost
effective self-build solutions and are also leveraging our DSL interests
by increasingly backhauling data traffic onto more cost effective DSL
transport connections. During the 2010 financial year we also
introduced new high capacity ethernet microwave solutions into our
access transmission network and continued to deploy high bandwidth
optical fibre more widely across our access transmission network. In
the core transmission network we have continued to expand our high
capacity optical fibre infrastructure, including technology
enhancements, which enable the use of cost effective IP technology
to achieve high quality transport of both voice and data traffic.
Core network evolution
At 31 March 2010 we had consolidated 15 national IP networks into a
single IP backbone, including all markets in our Europe region,
centralising IP operations to avoid duplication and achieve simplicity
and flexibility in the deployment of new services to serve multiple
markets. We have also introduced advanced yield management
capabilities across substantially all of our established 3G markets. This
provides us with the ability to actively manage the capacity allocated
We have continued to expand the deployments of IP multimedia
subsystem (‘IMS’) infrastructure across these markets in order to
serve the increasing demand for advanced internet based services
and applications.
Licences
The licences held across our operating companies enable us to deliver
fixed and mobile communication services. Further detail on the issue
and regulation of licences and a table summarising the most significant
mobile licences held by operating subsidiaries and the joint venture
in Italy at 31 March 2010 can be found in “Regulation” on page 133. In
addition, we also have licences to provide fixed line services in many
of the countries in which we operate.
We regularly assess the value of our spectrum holdings and participate
in auctions to supplement our holdings on a case-by-case basis.
Innovation
We are a pioneer in products and services to enhance customer
choice and user experience.
Quality of service for data applications
We have been driving the development of quality of service
differentiation in 3G which enables us to carefully manage the
assignment of capacity in our networks during the busiest times. With
increasing data demands, driven by faster HSDPA and fixed broadband,
this capability enables us to manage our costs through intelligent
allocation of network resources. We have already launched quality of
service differentiation to customers in Spain and Romania and plan
further launches across the majority of our 3G footprint.

Vodafone Group Plc Annual Report 2010 19

Femtocells
At 31 March 2010 we had femtocells in service in the UK and Qatar and
continue to trial the product in several other markets. Available as
Vodafone Sure Signal in the UK, these innovative devices provide a
personal 3G mobile phone signal to our customers by connecting to
our core network and services via their household broadband
connection, providing enhanced coverage to our customers in areas
where mobile operators are unable to give customers a strong enough
signal in their homes.
IT
As we integrate fixed and mobile services together, and as the web
becomes increasingly mobile, IT has become a key enabler for service
innovation. New IT technologies, such as cloud-based services, which
provide unlimited processing capabilities by utilising shared resources
on the internet, and service oriented architecture solutions, are
delivering new revenue generating services and a consistent and
enriched user experience for our consumer and enterprise customers.
For example in September 2009 Vodafone 360 was launched across
Europe which required a common set of interfaces for partners such
as Google and Nokia. This architecture is expected to be the foundation
for future innovative consumer and enterprise propositions.
Research and development
Research and development is oriented to incubate and deliver
innovation to the business, from disruptive new technologies to
incremental commercial enhancements. Supporting our strategic
objectives we have undertaken significant and varied activities during
the 2010 financial year. Highlights include:
■■ a way to use the mobile subscriber identity module (‘SIM’) card to
simplify and authenticate secure virtual private network access to
corporate networks;
■■ trials of next generation wireless technologies including GSM
evolution, HSPA evolution and 4G;
■■ new machine-to-machine capabilities enabling us to deliver new
services to our customers;
■■ near field communications (‘NFC’) tags that add new functionality
to mobile handsets already in use;
20 Vodafone Group Plc Annual Report 2010
■■ formation of the wholesale application community (‘WAC’) where
innovative applications are developed through the global alliance
of mobile operators and device manufacturers;
■■ participation in industry-wide initiatives to develop standards for 4G
mobile communications;
■■ delivery of a mobile healthcare programme supporting our
commercial and corporate responsibilities; and
■■ a series of prototypes which enhance the mobile experience (voice,
video, gesture and data) by utilising cloud computing technologies.
Product focus: Vodafone
Cost reduction Sure Signal boosts your
While evolving the Group’s infrastructure it is also important that we mobile signal at home
continue to have a tight control over our cost base. We have been or work.
All you need is a home
actively driving a variety of initiatives which enable us to manage our
broadband connection,
network investments. a 3G phone and our easy-
to-install Vodafone Sure
Infrastructure sharing Signal box.
Significant effort has been placed in reducing the costs of deploying
mobile network infrastructure and we are now conducting network
sharing in all of our controlled markets as well as securing network
sharing agreements on over 75% of the new radio sites we deployed
across the Group in the 2010 financial year.
Transmission self build
We are driving significant reductions in our ongoing operational costs
through our strategy of building our own high capacity backhaul
transmission network as opposed to leasing capacity from third party
network providers. We now own over 75% of the backhaul transmission
network across the markets in our Europe region.
IT transformation
The IT transformation programme launched in the 2009 financial year
is on track to deliver its targeted savings and business benefits. The
main focus areas include moving towards a common delivery model,
simplifying the use of applications to minimise complexity and
implementing a standard unified communications toolset including
video and audio conferencing on standard PCs.
 Business

Supply chain management

Proportion of new radio Handsets, network equipment, marketing and IT services account for
sites shared the majority of our purchases, with the bulk of these from global

75% suppliers. Our supply chain management (‘SCM’) team is responsible

for managing our relationships with all suppliers (excluding handsets)
and for providing cost benefits through utilisation of scale and scope.

Since the launch of our supplier performance programme, the

performance of these global suppliers has improved year-on-year. The
best performing suppliers are recognised annually during our supplier
conference. Our SCM team was recently voted as one of the top 20
most admired companies for “buy negotiation” by a study run by the
International Association for Contract & Commercial Management.

SCM is a major contributor to our cost reduction programme and

operates across all local markets, achieving savings that are measured
using a unified methodology and are reported regularly to the
Executive Committee. SCM has been operating its strategic
procurement function from the Vodafone Procurement Company
(‘VPC’) in Luxembourg for over two years, driving increased
standardisation and cost savings through the use of global price books
and contracts, e-auctions and low cost network vendors. Worldwide
independent benchmarking studies have shown our SCM team has Solar panels powering our base
stations in India
achieved significant cost advantages and indicate that we are
achieving best in class pricing for IT storage and servers. We also We are working hard to reduce our
operate through the China Sourcing Centre which has achieved own carbon impact through
significant trading volumes further improving the Group’s cost base. increasing energy efficiency and use
of renewable energy as well as
behaving responsibly by seeking to
Our suppliers are expected to comply with the Group’s Code of Ethical
manage environmental issues in our
Purchasing as well as stringent health and safety plans. Further detail
supply chain.
on this can be found in “Corporate responsibility” on page 45.

It is our policy to agree terms of transactions, including payment

terms, with suppliers and it is our normal practice that payment is
made accordingly.

Vodafone Group Plc Annual Report 2010 21

People
Vodafone employed an average of around 85,000 people worldwide during the 2010 financial
year. We rely on our people to maintain and build on our success and to deliver excellent
service to our customers. We aim to attract, develop and retain the best people and to realise
their full potential. We maintain high levels of employee engagement, investing in employees’
development and offering attractive, performance-based incentives and career progression.
Culture, communications and engagement
■■ The Vodafone Way aligns all Vodafone employees to
a common set of values and behaviours.
■■ Aiming to be an admired, innovative and customer-focused
company operating with speed, simplicity and trust.
■■ Maintained high performance benchmark for
employee engagement.
During the 2010 financial year we launched a change programme
called “The Vodafone Way”. The Vodafone Way is about being an
admired company in the eyes of our customers, shareholders and
employees by operating with speed, simplicity and trust. The
programme has defined a consistent set of values and behaviours for
all Vodafone employees. Many of our senior leaders have been
through a workshop to embed The Vodafone Way behaviours and
these workshops will be extended to all senior leaders during the 2011
financial year. The performance and potential of our employees are
reviewed against the standards of The Vodafone Way.
The Vodafone Way is very much about increasing customer focus.
For one day each month senior leaders in every operating country and
the Group spend time with customers and customer-facing staff, such
as in retail stores or contact centres. Insights from these customer
days are used to simplify customer-facing processes and improve
customer experiences.
In November 2009 we carried out our fifth annual global people
survey. The survey measures employees’ level of engagement
(a combination of pride, loyalty and motivation). 89% of employees
surveyed responded which is four percentage points more than
last year.
We achieved an overall employee engagement score of 76% which
means that we have maintained the high performance benchmark for
engagement for the second year in a row. The high performance
benchmark is an external measure of best in class organisations that
achieve strong financial performance alongside high levels of
employee engagement. This achievement demonstrates that people
continue to feel proud to work for Vodafone and are committed and
willing to give their best.
Regular, consistent and open communication is fundamental to
ensuring we maintain high levels of employee engagement. Our
people have access to information about our business through a
global intranet with local translations and content where appropriate.
The Chief Executive communicates directly with all of our employees
via regular email and video updates particularly focusing on business
performance, strategy and The Vodafone Way. This is reinforced with
local CEO communications in all our markets. Relevant performance
and change issues are also discussed with employee representatives
from operating companies within the European Union, who meet
annually with members of the Executive Committee in the Vodafone
European Employee Consultative Council.
Organisation effectiveness and change
■■ Continued focus on efficient and effective
organisation structures.
■■ Headcount reduction in several markets including
the UK and Ghana.
■■ Successful integration of Arcor into Vodafone Germany.
22 Vodafone Group Plc Annual Report 2010
We continued to optimise the shape and size of our organisation
during the 2010 financial year. The majority of operating companies Employees
85,000
reduced the number of layers from the top to the bottom of their
organisation and increased management spans of control, resulting in
flatter structures with wider management accountability. Several of
our markets made significant organisation changes in the year:
■■ Vodafone UK simplified its organisation structure, primarily in back
office functions, resulting in 490 redundancies. In the 2011 financial
year the UK will be recruiting for 170 new customer-facing roles and
appointing 50 graduates into their graduate programme;
■■ 233 redundancies were made across central commercial functions.
The majority of these were from the reshaping of the internet
services function which included the closure of Wayfinder,
Vodafone’s location based services organisation in Sweden;
■■ the formation of the joint venture, Vodafone Hutchison Australia, in
June 2009 led to 340 redundancies from Vodafone Australia;
■■ Vodafone Ghana continued its change programme reducing
employee numbers by 1,331 and recruiting more than 350
Ghanaians into new roles in the business;
■■ Vodafone Turkey reviewed its organisation structure to
streamline  processes and reduce duplication. This resulted in
over  300  redundancies. Turkey has reinvested in hiring similar
numbers of new talent into key roles and building a graduate
recruitment programme;
■■ in December 2009 the legal merger of Arcor and Vodafone
Germany was finalised and the two organisations have been
successfully integrated following the creation of a single executive
committee in March 2009.
The above organisation changes clearly had significant implications
for the employees in these markets. Changes were communicated
clearly and transparently. We offered a range of support to help
affected employees find new jobs, for example outplacement services,
insights into how to set-up their own business and training on interview
and resume writing skills. Vodafone aims to treat all employees fairly,
ensuring healthy employee relations through open communications
and employee consultation.
Talent and resourcing
■■ Regular reviews of peoples’ performance and potential.
■■ Graduate recruitment programmes in almost all
operating countries.
■■ Continued focus on increasing diversity and inclusion:
■■ 14% of senior leaders, two Executive Committee members Nationalities in top
and three operating company CEOs are female; and senior management roles
■■ 26 nationalities are represented in senior leadership roles.
During the 2010 financial year we increased our focus on driving high
26
performance and building a strong base of talented leaders and
employees. All managers are encouraged to hold regular performance
discussions with their direct reports. Annual performance dialogues are
mandatory to enable each employee to receive a performance and
potential rating which is the basis for development planning and reward
decisions. Quarterly departmental and operating company talent
reviews have been introduced, alongside annual development boards.
For most senior leadership roles, the Executive Committee review
succession and key appointments each month.
We want to attract the best and brightest graduates to work in all of our
operating companies. A globally consistent graduate recruitment
programme has been introduced with a target of 230 top graduate

Employees by location hires across the Group during the 2010 calendar year. We have also
partnered with seven leading MBA schools to hire top MBA graduates
1 to join us and progress to key management and leadership roles.
2
7
3
We aim to create a working culture that is inclusive to all and believe
that having a diverse workforce helps to meet the different needs of
4
our customers across the globe. We do not condone unfair treatment
5
6 of any kind and offer equal opportunities for all aspects of employment
and advancement regardless of race, nationality, sex, age, marital
1. Germany 15.9% status, sexual orientation, disability or religious or political belief. This
2. Italy 7.3% also applies to agency workers, self employed persons and contract
3. Spain 5.1%
workers who work for Vodafone. In the latest people survey 87% of
4. UK 11.5%
5. Vodacom 8.0% employees agreed that people in Vodafone are treated fairly,
6. India 11.9% regardless of their gender, background, age or belief.
7. Other 40.3%
The main focus of our diversity strategy has been on gender with actions
taken to provide inclusive working policies and to increase inclusive
behaviour amongst managers. Compared to the 2009 financial year
there has been a slight increase in the percentage of women in senior
roles, up from 13% to 14%. There will be continued efforts to increase
the proportion of women in senior leadership roles during the 2010
financial year.
More recently we have extended our diversity strategy to focus on
diversity of nationality, industry background and technical experience.
26 nationalities are represented in the senior leadership of the Group.
Learning and capability development
■■ Global programmes continue to develop high
potential employees.
We are committed to helping people reach their full potential through
ongoing training and development. In our most recent people survey
71% of employees rated their opportunities to develop their skills and
knowledge as good or very good.
Inspire, our global leadership development programme, is in its second
year. The programme focuses on identifying and developing potential
future leaders from within the Group. The programme builds
commercial capability and leadership skills through an 18 month fast-
track approach. 67 managers from 19 countries participated in the
programme during the 2009 calendar year and 51 have started on the
2010 calendar year course. Of the managers who have completed the
programme, 40% have been promoted to a more senior role.
Performance, reward and recognition
■■ Extension of reward differentiation based on
individual performance.
■■ Replacement of UK defined benefits pension scheme
with enhanced defined contribution scheme.
We reward employees based on their performance, potential and
contribution to the success of the business and we aim to provide
competitive and fair rates of pay and benefits in every country where
we operate. Global short- and long-term incentive plans are offered to
leadership and management levels and paid according to individual
and company performance.
In response to global economic conditions a pay freeze policy was
introduced to the senior leadership team in the 2010 financial year.
Most operating companies did however award bonuses through global
or local plans, with greater emphasis on rewarding strong business and
individual performance.
Business
In January 2010 we confirmed the closure of our UK defined benefit
pension scheme for future accruals on 31 March 2010. All UK based
employees were invited to join a new, enhanced defined contribution
pension scheme, which we believe is now highly competitive in the
local market as well as more sustainable longer-term.
Health, safety and wellbeing
■■ Significant and increased effort to address the frequency
and likelihood of fatal accidents in high risk countries.
The health, safety and wellbeing of our customers, employees and
others who could be affected by our activities are of paramount
importance to us. Expansion in emerging markets and the application
of the most rigorous and demanding tracking methodologies have this
year highlighted an unacceptable level of fatal accidents. It is deeply
regrettable that 27 fatalities occurred related to our operations in the
2010 financial year. 24 of these were third party contractors and three
were Vodafone employees. Over 80% of these incidents occurred in
India, Ghana and Turkey – markets with a legacy of poor safety practice
and infrastructure, and a high rate of road accidents.
Loss of life as a consequence of us doing business in any country is
unacceptable to us and tackling the causes of these fatalities is a top
priority. Urgent action was taken to improve safety governance and
awareness in these countries which has resulted in a significant
reduction in fatal incidents in the second half of the 2010 financial year.
In the countries where the majority of the incidents occurred we have
introduced a fatality prevention plan and linked this to the performance
objectives of each CEO. The plan includes two key initiatives: adopting
Det Norse Veritas’ International Safety Ranking System (‘ISRS’) and
implementing a set of absolute rules as mandatory requirements to
drive safe behaviour. Further details can be found at www.vodafone.
com/responsibility and in the 2010 sustainability report.
Employment policies and employee relations
■■ We aim to be recognised as an employer of choice.
■■ We strive to maintain high standards and good
employee relations.
Our employment policies are developed to reflect local legal, cultural
and employment requirements. We aim to be recognised as an
employer of choice and therefore seek to maintain high standards and
good employee relations wherever we operate.
Our business principles set out our ethical standards and we have
recently developed a code of conduct that defines what employees
need to do to live up to our business principles. New and existing
employees will receive communication and training on the code of
conduct during the 2011 financial year.
Key performance indicators
KPI 2010 2009 2008
Total number of employees(1) 84,990 79,097 72,375
Employee turnover rates (%) 13.0 13.0 15.2
Number of women in the top 33 out 29 out 26 out
senior management roles of 228 of 221 of 211
Number of nationalities in the
top senior management roles 26 23 20
Note:
(1) Represents the average number of employees during the financial year.
Vodafone Group Plc Annual Report 2010 23
Key performance indicators
The Board and the Executive Committee use a number of key performance indicators(1) (‘KPIs’) to monitor
Group and regional performance against budgets and forecasts as well as to measure progress against our strategic
objectives. There are a number of other KPIs that are used to monitor the results of individual operating companies
but for which no Group KPI is calculated including revenue market share and adjusted EBITDA market share.

KPI Purpose of KPI 2010 2009 2008

Free cash flow(2) Provides an evaluation of the cash generated by our £7,241m £5,722m £5,580m
operations and available for reinvestment, shareholder
returns or debt reduction. Also used in determining
management’s remuneration.

Service revenue and related  easure of our success in growing ongoing revenue streams.
M £41,719m £38,294m £33,042m
organic growth(2) Also used in determining management’s remuneration. (1.6)% (0.3)% 4.3%

Data revenue and related Data revenue is expected to be a key driver of the future growth £4,051m £3,046m £2,119m
organic growth(2) of the business. 19.3% 25.9% 39.0%

Fixed line revenue and related Measure of success in offering total communications services £3,289m £2,727m £1,874m
organic growth(2) 7.9% 2.1% 6.2%

Capital expenditure Measure of our investment in capital expenditure £6,192m £5,909m £5,075m
to deliver services to customers.

Adjusted EBITDA and related Measure used by management to monitor performance at a £14,735m £14,490m £13,178m
organic growth(2) segment level. (7.4)% (3.5)% 2.6%

Customer delight index Measure of customer satisfaction across our controlled markets 73.1 72.9 73.1
and jointly controlled market in Italy. Also used in determining
management’s remuneration.

Net promoter score (‘NPS’)
At the end of the 2010 financial year, most markets migrated to
NPS, which is also used to monitor customer satisfaction. In
relation to those subsidiaries that have migrated, NPS will be
incorporated into the competitive performance assessment used
in determining management’s remuneration.

Adjusted operating profit Measure used for the assessment of operating performance, £11,466m £11,757m £10,075m
and related organic growth(2) including the results of associates. Also used in determining (7.0)% 2.0% 5.7%
management’s remuneration.

Proportionate mobile Customers are a key driver of revenue growth in all operating 341.1m 302.6m 260.5m
customers(1) companies in which we have an equity interest.

Proportionate mobile Measure of our success at attracting new and retaining 34.6m 33.6m 39.5m
customer net additions(1) existing customers.

Voice usage (in minutes) Voice usage is an important driver of revenue growth, especially 686.6bn 548.4bn 427.9bn
given continuing price reductions in the competitive markets in
which we operate.

Notes:
(1) Definition of the key terms is provided on page 141.
(2) See ‘Non-GAAP information’ on page 136 for further details on the use of non-GAAP measures.

24 Vodafone Group Plc Annual Report 2010

 Performance

Operating results
This section presents our operating performance, providing commentary on how the revenue and the adjusted
EBITDA performance of the Group and its operating segments within Europe, Africa and Central Europe, Asia Pacific
and Middle East and Verizon Wireless in the United States have developed in the last three years.

2010 financial year compared to the 2009 financial year

Group(1)(2)
Africa Asia
and Central Pacific and Verizon Common
Europe Europe Middle East Wireless Functions(3) Eliminations 2010 2009 % change
£m £m £m £m £m £m £m £m £ Organic(4)
Revenue 29,878 8,026 6,481 – 269 (182) 44,472 41,017 8.4 (2.3)
Service revenue 28,310 7,405 6,146 – 6 (148) 41,719 38,294 8.9 (1.6)
Adjusted EBITDA 10,927 2,327 1,840 – (359) – 14,735 14,490 1.7 (7.4)
Adjusted operating profit 6,918 527 358 4,112 (449) – 11,466 11,757 (2.5) (7.0)
Adjustments for:
Impairment losses, net (2,100) (5,900)
Other income and expense 114 −
Operating profit 9,480 5,857
Non-operating income and expense (10) (44)
Net financing costs (796) (1,624)
Profit before taxation 8,674 4,189
Income tax expense (56) (1,109)
Profit for the financial year 8,618 3,080
Notes:
(1) The Group revised how it determines and discloses segmental adjusted EBITDA and adjusted operating profit during the year. See note 3 to the consolidated financial statements.
(2) Current year results reflect average exchange rates of £1:€1.13 and £1:US$1.60.
(3) Common Functions primarily represents the results of the partner markets and the net result of unallocated central Group costs and excludes income from intercompany royalty fees.
(4) Organic growth includes India and Vodacom (except the results of Gateway) at the current level of ownership but excludes Australia following the merger with Hutchison 3G Australia on 9 June 2009.
See “Acquisitions” on page 42 for further details.

Revenue Operating profit

Group revenue increased by 8.4% to £44,472 million, with favourable exchange rates Adjusted EBITDA increased by 1.7% to £14,735 million, with favourable exchange
contributing 5.7 percentage points of growth and merger and acquisition activity rates contributing 5.8 percentage points and the impact of merger and acquisition
contributing 5.0 percentage points. During the year the Group acquired an additional activity, primarily the full consolidation of Vodacom, contributing 3.3 percentage
15% stake in Vodacom and fully consolidated its results from 18 May 2009. points to adjusted EBITDA growth.

Group service revenue increased by 8.9% to £41.7 billion, while organic service In Europe, adjusted EBITDA decreased by 7.3%(*), with a decline in the adjusted EBITDA
revenue declined by 1.6%(*). Service revenue was impacted by challenging economic margin of 1.0 percentage point, primarily driven by the downward revenue trend and
conditions in Europe and Central Europe offset by growth in Africa, Asia Pacific and the growth of lower margin fixed line operations partially offset by operating and
the Middle East. direct cost savings.

In Europe service revenue fell 3.5%(*), a 1.8 percentage point decline on the previous
year reflecting challenging economic conditions in most markets offset by growth
in Italy and the Netherlands. The decline was primarily driven by reduced voice
revenue resulting from continued market and regulatory pressure on pricing and
slower usage growth partially offset by growth in data and fixed line. Data revenue
grew by 17.7%(*) due to an increase in data plans sold with smartphones and good PC
connectivity revenue across the region. Fixed line revenue increased by 7.7%(*) with
the number of fixed broadband customers reaching 5.4 million at 31 March 2010, a
net increase of 960,000 customers during the financial year.
Africa and Central Europe’s adjusted EBITDA decreased by 5.8%(*) resulting from
reduced adjusted EBITDA margins across the majority of Central Europe due to
challenging economic conditions and investment in Turkey to drive growth in the
second half of the financial year. Strong revenue growth in Vodacom, combined with
direct and customer cost savings partially offset the decline in Central Europe.
In Asia Pacific and Middle East adjusted EBITDA increased by 1.4%(*), with growth in
India being partially offset by declines in other markets due to pricing and
recessionary pressure and the start-up in Qatar.

In Africa and Central Europe service revenue fell by 1.2%(*), a 4.3 percentage point
decline on the previous year resulting from challenging economic conditions in
Central Europe, mobile termination rate cuts across the region and competition led
pricing movements in Romania partially offset by strong growth in Vodacom. Turkey
returned to growth in the second half of the financial year with service revenue
growing 31.3%(*) in the fourth quarter. Romania experienced intense competition
throughout the year with service revenue declining 19.9%(*). Mobile termination rate
cuts across Central Europe, which became effective during the year, contributed 3.4
percentage points to the decline in service revenue.
In Asia Pacific and Middle East service revenue increased by 9.8%(*). India’s service
revenue increased by 14.7%(*), 4.7 percentage points of which was delivered by the
network sharing joint venture Indus Towers with the remainder being driven by a
46.7% increase in the mobile customer base offset in part by a decline in mobile voice
pricing. In Egypt service revenue grew by 1.3%(*) and Qatar increased its mobile
customer base to 465,000, following the launch of services in July.
Operating profit increased primarily due to changes in impairment losses. In the 2010
financial year, the Group recorded net impairment losses of £2,100 million. Vodafone
India was impaired by £2,300 million primarily due to intense price competition
following the entry of a number of new operators into the market. This was partially
offset by a £200 million reversal in relation to Vodafone Turkey resulting primarily
from movements in discount rates. In the prior year impairment losses of £5,900
million were recorded.
Adjusted operating profit decreased by 2.5%, or 7.0%(*) on an organic basis, with a 6.0
percentage point contribution from favourable exchange rates, whilst the impact of
merger and acquisition activity reduced adjusted operating profit growth by 1.5
percentage points.
The share of results in Verizon Wireless, the Group’s associate in the US, increased by
8.0%(*) primarily due to the expanding customer base, robust data revenue and
operating expenses efficiencies partially offset by higher customer acquisition and
retention costs.

Vodafone Group Plc Annual Report 2010 25

Operating results continued
Net financing costs Earnings per share
2010 2009 Adjusted earnings per share decreased by 6.2% to 16.11 pence for the year ended
£m £m 31 March 2010 due the prior year tax benefit discussed on page 32. Basic earnings
Investment income 716 795 per share increased to 16.44 pence primarily due to the impairment losses of £5,900
Financing costs (1,512) (2,419) million in relation to Spain, Turkey and Ghana in the prior year compared to net
Net financing costs (796) (1,624) impairment losses of £2,100 million in the current year and the income tax credit
arising from the German tax settlement discussed above.
Analysed as:
Net financing costs before dividends 2010 2009
from investments (1,024) (1,480) £m £m
Potential interest charges arising on settlement Profit attributable to equity shareholders 8,645 3,078
of outstanding tax issues(1) (23) 81
Dividends from investments 145 110 Pre-tax adjustments:
Foreign exchange(2) (1) 235 Impairment losses, net 2,100 5,900
Equity put rights and similar arrangements(3) (94) (570) Other income and expense (114) –
Interest on settlement of German tax claim(4) 201 – Non-operating income and expense 10 44
(796) (1,624) Investment income and financing costs(1) (106) 335
1,890 6,279
Notes:
(1) Excluding interest on settlement of German tax claim.
(2) Comprises foreign exchange differences reflected in the income statement in relation to certain Taxation (2,064) (300)
intercompany balances and the foreign exchange differences on financial instruments received Adjusted profit attributable to equity shareholders 8,471 9,057
as consideration in the disposal of Vodafone Japan to SoftBank in April 2006.
(3) Primarily represents foreign exchange movements and accretion expense. Further details of
these options are provided on page 44. Weighted average number of shares outstanding Million Million
(4) See “Taxation” below for further details. Basic 52,595 52,737
Diluted 52,849 52,969
Net financing costs before dividends from investments decreased from £1,480
Note:
million to £1,024 million primarily due to the impact of significantly lower interest
(1) See notes 1 and 2 in “Net financing costs”.
rates given our preference for floating rate borrowing, partially offset by the 13.4%
increase in average net debt being offset by changes in the currency mix of debt. At
31 March 2010 the provision for potential interest charges arising on settlement of
outstanding tax issues was £1,312 million (31 March 2009: £1,635 million).

Taxation
The effective tax rate was 0.6% (2009: 26.5%). This rate was lower than our weighted
average statutory tax rate principally due to the impact of the agreement of the
German write down losses (see note 6 to the consolidated financial statements) and
also the ongoing benefits from our internal capital structure.

Income tax expense includes a credit of £2,103 million arising from the German tax
authorities’ decision that €15 billion of losses booked by a German subsidiary in 2001
are tax deductible. The credit includes benefits claimed in respect of prior years as
well as the recognition of a deferred tax asset for the potential use of losses in future
tax years.

26 Vodafone Group Plc Annual Report 2010

 Performance

Europe(1)
Germany Italy Spain UK Other Eliminations Europe % change
£m £m £m £m £m £m £m £ Organic
Year ended 31 March 2010
Revenue 8,008 6,027 5,713 5,025 5,354 (249) 29,878 0.8 (4.1)
Service revenue 7,722 5,780 5,298 4,711 5,046 (247) 28,310 1.5 (3.5)
Adjusted EBITDA 3,122 2,843 1,956 1,141 1,865 – 10,927 (2.0) (7.3)
Adjusted operating profit 1,695 2,107 1,310 155 1,651 – 6,918 (2.9) (8.9)
Adjusted EBITDA margin 39.0% 47.2% 34.2% 22.7% 34.8% 36.6%

Year ended 31 March 2009

Revenue 7,847 5,547 5,812 5,392 5,329 (293) 29,634
Service revenue 7,535 5,347 5,356 4,912 5,029 (293) 27,886
Adjusted EBITDA 3,225 2,565 2,034 1,368 1,957 – 11,149
Adjusted operating profit 1,835 1,839 1,421 328 1,702 – 7,125
Adjusted EBITDA margin 41.1% 46.2% 35.0% 25.4% 36.7% 37.6%
Note:
(1) The Group revised how it determines and discloses segmental adjusted EBITDA and adjusted operating profit during the year. See note 3 to the consolidated financial statements.

Revenue increased by 0.8% benefiting from exchange rate movements. On an Germany

organic basis service revenue declined by 3.5%(*) reflecting reductions in most Service revenue declined by 3.5%(*) driven by a 5.0%(*) reduction in mobile revenue
markets partially offset by growth in Italy and the Netherlands. The decline was partly offset by a 1.3%(*) improvement in fixed line revenue. The mobile revenue
primarily driven by reduced voice revenue resulting from continued market and decline was driven by a decrease in voice revenue impacted by a termination rate cut
regulatory pressure on pricing and slower usage growth as a result of the challenging effective from April 2009, reduced roaming, competitive pressure and continued
economic climate. This was partially offset by growth in data and fixed line revenue. tariff optimisation by customers. The service revenue decline in the fourth quarter
slowed to 1.6%(*) with mobile revenue declining 1.8%(*) driven by the acceleration in
Adjusted EBITDA decreased by 2.0% resulting from an organic decline partially offset data growth and improved usage trends. Data revenue benefited from an increase in
by a positive contribution from foreign exchange rate movements. On an organic Superflat Internet tariff penetration to over 500,000 customers, a 46% increase in
basis, adjusted EBITDA decreased by 7.3%(*) resulting from a decline in organic smartphones and an 85% increase in active Vodafone Mobile Connect cards
service revenue in most markets and increased customer investment partially compared with the previous year.
offset by operating and direct cost savings. The adjusted EBITDA margin declined 1.0
percentage point. Fixed line revenue growth of 1.3%(*) was supported by a 0.4 million increase in fixed
broadband customers to 3.5 million at 31 March 2010 and a 0.2 million increase in
Organic M&A Foreign Reported wholesale fixed broadband customers to 0.4 million at 31 March 2010.
change activity exchange change
% pps pps %
Adjusted EBITDA declined by 8.9%(*) driven by lower service revenue and investment
Revenue – Europe (4.1) 0.1 4.8 0.8
in customer acquisition and retention offset in part by lower interconnect costs
and  a  reduction of operating expenses principally from fixed and mobile
Service revenue
integration synergies.
Germany (3.5) – 6.0 2.5
Italy 1.9 – 6.2 8.1
Italy
Spain (7.0) – 5.9 (1.1)
Service revenue growth was 1.9%(*) with strong growth in data revenue, driven by
UK (4.7) 0.6 – (4.1)
higher penetration of PC connectivity devices and mobile internet services, and fixed
Other (5.4) – 5.7 0.3
revenue. The continued success of dual branding led to a closing fixed broadband
Europe (3.5) 0.1 4.9 1.5 customer base of 1.3 million on a 100% basis. Increased regulatory, economic and
competitive pressures led to the fall in voice revenue partially mitigated through
Adjusted EBITDA initiatives to stimulate customer spending and the continued growth in high value
Germany (8.9) – 5.7 (3.2) contract customers. Mobile contract customer additions were strong both in
Italy 4.3 – 6.5 10.8 consumer and enterprise segments and the closing contract customer base was up
Spain (9.9) – 6.1 (3.8) by 14.5%.
UK (17.7) 1.1 – (16.6)
Other (10.2) – 5.5 (4.7) Adjusted EBITDA increased by 4.3%(*) and adjusted EBITDA margin increased by 1.0
Europe (7.3) 0.1 5.2 (2.0) percentage point as a result of increased revenue, continued operational efficiencies
and cost control.
Adjusted operating profit
Germany (13.2) (0.1) 5.7 (7.6) Spain
Italy 7.8 – 6.8 14.6 Full year service revenue declined by 7.0%(*) primarily due to a decline in voice
Spain (13.8) – 6.0 (7.8) revenue which was driven by continued intense competition and economic
UK (58.3) 5.6 – (52.7) weakness, including high unemployment, termination rate cuts effective from April
Other (9.3) 0.2 6.1 (3.0) and October 2009 and increased involuntary churn. In the fourth quarter the service
Europe (8.9) 0.2 5.8 (2.9) revenue decline improved to 6.2%(*) as voice usage increased due to further
penetration of our flat rate tariffs and fixed line revenue continued to grow with 0.6
million fixed broadband customers by the end of the financial year.

Adjusted EBITDA declined 9.9%(*) and the adjusted EBITDA margin decreased by 0.8
percentage points as the decline in service revenue, the increase in commercial costs
and the dilutive effect of lower margin fixed line services more than offset the
reduction in overhead costs.

Vodafone Group Plc Annual Report 2010 27

Operating results continued
UK Africa and Central Europe(1)
Service revenue declined by 4.7%(*) with lower voice revenue primarily due to a
mobile termination rate reduction effective from July 2009, continued intense Africa and
competition and economic pressures resulting in customers optimising bundle Central
Vodacom Other Europe % change
usage and lower roaming revenue. These were partially offset by higher messaging £m £m £m £ Organic(2)
revenue, strong growth in data revenue driven by the success of mobile internet Year ended 31 March 2010
bundles and higher wholesale revenue derived from existing MVNO agreements. The Revenue 4,450 3,576 8,026 45.9 (2.1)
decline in the fourth quarter slowed to 2.6%(*) driven by higher data growth and the Service revenue 3,954 3,451 7,405 44.8 (1.2)
impact of mobile customer additions achieved through the launch of new products Adjusted EBITDA 1,528 799 2,327 35.3 (5.8)
and expanded indirect distribution channels. Adjusted operating profit 520 7 527 (21.9) (7.9)
Adjusted EBITDA margin 34.3% 22.3% 29.0%
The 17.7%(*) decline in adjusted EBITDA was primarily due to lower service revenue and
increased customer investment partially offset by cost efficiency initiatives, including
Year ended 31 March 2009
streamlined processes, outsourcing and reductions in publicity and consultancy.
Revenue 1,778 3,723 5,501
Service revenue 1,548 3,565 5,113
Other Europe
Adjusted EBITDA 606 1,114 1,720
Service revenue decreased by 5.4%(*) with declines in all countries except the
Adjusted operating profit 373 302 675
Netherlands as all markets were impacted by the economic downturn. In the
Adjusted EBITDA margin 34.1% 29.9% 31.3%
Netherlands service revenue increased 3.0%(*) benefiting from strong growth in
visitor revenue. Service revenue in Greece declined by 14.5%(*) primarily due to a Notes:
(1) The Group revised how it determines and discloses segmental adjusted EBITDA and adjusted
mobile termination rate cut effective from January 2009, tariff changes and a operating profit during the year. See note 3 to the consolidated financial statements.
particularly tough economic and competitive climate. Service revenue in Ireland (2) Organic growth includes Vodacom (except the results of Gateway) at the current level of
declined due to a combination of recessionary and competitive factors. In Portugal ownership. See “Acquisitions” on page 42 for further details.
there was a termination rate reduction effective from April 2009 which contributed
to a fall in service revenue of 4.9%(*). Revenue increased by 45.9% benefiting from the treatment of Vodacom as a
subsidiary and the full consolidation of its results from 18 May 2009 combined with
Adjusted EBITDA declined by 10.2%(*). The adjusted EBITDA margin fell by 1.9 a significant benefit from foreign exchange rate movements. On an organic basis
percentage points with declines in all markets except the Netherlands and Portugal. service revenue declined by 1.2%(*), as the strong growth in Vodacom was offset by
The decline in service revenue was partially offset by lower customer costs and a a challenging economic environment across Central Europe, mobile termination rate
reduction in operating expenses. cuts and competition led pricing movements in Romania.

The share of profit in SFR increased reflecting the foreign exchange benefits upon
translation of the results into sterling.
Adjusted EBITDA increased by 35.3%, also benefiting from the full consolidation of
Vodacom and positive foreign exchange rate movements. On an organic basis
adjusted EBITDA decreased by 5.8%(*), with adjusted EBITDA margin decreasing due
to turnaround investment in Turkey and Ghana and increased competition and the
difficult economic environments across the region.

Organic M&A Foreign Reported

change activity exchange change
% pps pps %
Revenue
Africa and Central Europe (2.1) 38.9 9.1 45.9

Service revenue
Vodacom 4.6 112.0 38.8 155.4
Other (7.0) 2.8 1.0 (3.2)
Africa and Central Europe (1.2) 37.6 8.4 44.8

Adjusted EBITDA
Vodacom 10.4 101.8 39.9 152.1
Other (25.9) (4.1) 1.7 (28.3)
Africa and Central Europe (5.8) 30.8 10.3 35.3

Adjusted operating profit

Vodacom 12.5 3.1 23.8 39.4
Other (65.0) (32.9) 0.2 (97.7)
Africa and Central Europe (7.9) (23.3) 9.3 (21.9)

Vodacom
Service revenue grew by 4.6%(*) driven by a robust performance in South Africa offset
by revenue declines in Tanzania and the Democratic Republic of Congo. Data revenue
increased by 32.9%(*) driven by increased penetration of mobile broadband and
higher mobile internet usage. The introduction of prepaid customer registration in
South Africa negatively impacted customer growth in the year and mobile
termination rate reductions are expected to reduce growth in the 2011 financial year,
with the first reduction taking effect from 1 March 2010.

Adjusted EBITDA increased by 10.4%(*) driven by the increase in service revenue and
lower direct costs and regulatory fees in South Africa.

28 Vodafone Group Plc Annual Report 2010

 Performance

Other Africa and Central Europe Asia Pacific and Middle East(1)
Service revenue declined by 7.0%(*) with Turkey’s return to growth in the second half
of the year being more than offset by the decline in revenue across Central Europe. Asia
Service revenue in Turkey increased by 31.3%(*) in the fourth quarter driven by an Pacific
and
improving trend in outgoing mobile revenue. The quality and mix of customers Elimi- Middle
continued to improve, with Vodafone remaining the market leader in mobile number India Other nations East % change
portability in Turkey. In Romania service revenue declined by 19.9%(*) due to intense £m £m £m £m £ Organic(2)
competition throughout the year, mobile termination rate cuts and the continued Year ended
impact on ARPU resulting from local currency devaluation against the euro, as tariffs 31 March 2010
are quoted in euros while household incomes are earned in local currency. In the Revenue 3,114 3,368 (1) 6,481 11.4 8.6
Czech Republic, Hungary and Poland, the decline in service revenue was driven by Service revenue 3,069 3,078 (1) 6,146 13.1 9.8
mobile termination rate cuts which became effective during the year, impacting Adjusted EBITDA 807 1,033 – 1,840 3.4 1.4
incoming mobile voice revenue. In the Czech Republic and Hungary challenging Adjusted
economic conditions also contributed to the decline in service revenue. Vodafone operating
launched its 3G network services in the Czech Republic during the fourth quarter. (loss)/profit (37) 395 – 358 (35.6) (25.9)
Adjusted EBITDA
Adjusted EBITDA decreased by 25.9%(*) mainly due to a reduction in service revenue margin 25.9% 30.7% 28.4%
coupled with turnaround investment in Turkey and Ghana. The significant service
revenue growth in the second half of the financial year in Turkey was driven by Year ended
investment and improvement in many areas of the business. These led to higher 31 March 2009
operating costs which, when coupled with increased interconnect costs arising from Revenue 2,689 3,131 (1) 5,819
the introduction of new “any network” tariffs plans, resulted in negative adjusted Service revenue 2,604 2,831 (1) 5,434
EBITDA for the financial year. In Romania adjusted EBITDA decreased by 26.5%(*) due Adjusted EBITDA 717 1,062 − 1,779
to the revenue decline but this was partially offset by strong cost reduction initiatives Adjusted
in all areas. Other Central European operations benefited from a continued focus on operating
reducing costs to mitigate the impact of the revenue decline. (loss)/profit (30) 586 − 556
Adjusted EBITDA
margin 26.7% 33.9% 30.6%
Notes:
(1) The Group revised how it determines and discloses segmental adjusted EBITDA and adjusted
operating profit during the year. See note 3 to the consolidated financial statements.
(2) Organic growth includes India but excludes Australia following the merger with Hutchison 3G
Australia on 9 June 2009. See “Acquisitions” on page 42 for further details.

Revenue increased by 11.4% including a 7.4 percentage point benefit from foreign
exchange rate movements, offset in part by the impact of the creation of a joint
venture in June 2009 between Vodafone Australia and Hutchison 3G Australia which
is presented under the “M&A activity” column in the table below. On an organic basis
service revenue increased by 9.8%(*) reflecting a 42.2% increase in the mobile
customer base and continued strong data revenue growth partially offset by a
decline in mobile voice pricing. India contributed around 88%(*) of the region’s organic
service revenue growth.

Adjusted EBITDA grew by 3.4% with a 6.4 percentage point positive contribution from
foreign exchange rate movements, offset in part by the creation of the joint venture
in Australia. On an organic basis adjusted EBITDA increased by 1.4%(*) with adjusted
EBITDA margin decreasing by 2.2 percentage points primarily reflecting the
competitive pricing environment in India and the impact of launching services in Qatar.

Organic M&A Foreign Reported

change activity exchange change
% pps pps %
Revenue
Asia Pacific and Middle East 8.6 (4.6) 7.4 11.4

Service revenue
India 14.7 – 3.2 17.9
Other 2.9 (4.5) 10.3 8.7
Asia Pacific and Middle East 9.8 (3.9) 7.2 13.1

Adjusted EBITDA
India 9.2 – 3.4 12.6
Other (4.8) (6.0) 8.1 (2.7)
Asia Pacific and Middle East 1.4 (4.4) 6.4 3.4

Adjusted operating profit

India(1) 30.7 – (7.4) 23.3
Other (23.3) (14.6) 5.3 (32.6)
Asia Pacific and Middle East (25.9) (15.2) 5.5 (35.6)
Note:
(1) The percentage change represents the increase in the adjusted operating loss.

Vodafone Group Plc Annual Report 2010 29

Operating results continued
India Verizon Wireless(1)
Service revenue grew by 14.7%(*) for the year, with fourth quarter growth of 6.5%(*) 2010 2009 % change
including a 0.3 percentage point(*) benefit from Indus Towers. The contribution to £m £m £ Organic
India’s revenue growth from Indus Towers for the fourth quarter was lower than in the Revenue 17,222 14,085 22.3 5.0
third quarter as the fourth quarter represented the first anniversary of significant Service revenue 15,898 12,862 23.6 6.3
revenue being earned from the network sharing joint venture. Mobile service revenue Adjusted EBITDA 6,689 5,543 20.7 4.4
growth was driven by the increase in the customer base, with record net additions for Interest (298) (217) 37.3
the quarter of 9.5 million, partially offset by ongoing competitive pressure on mobile Tax(2) (205) (198) 3.5
voice pricing. Customer penetration in the Indian mobile market reached an Non-controlling interests (80) (78) 2.6
estimated 50% at 31 March 2010 representing an increase of 16.0 percentage points Discontinued operations 93 57 63.2
compared to 31 March 2009. Group’s share of result in
Verizon Wireless 4,112 3,542 16.1 8.0
Adjusted EBITDA grew by 9.2%(*) driven by the increased customer base and the Notes:
37.6% increase in total mobile minute usage during the year, with costs decreasing (1) All amounts represent the Group’s share unless otherwise stated.
as a percentage of service revenue despite the pressure on pricing. Network (2) The Group’s share of the tax attributable to Verizon Wireless relates only to the corporate entities
held by the Verizon Wireless partnership and certain state taxes which are levied on the
expansion continued with the addition of 9,000 base stations by Indus Towers and an partnership. The tax attributable to the Group’s share of the partnership’s pre-tax profit is
additional 16,000 by Vodafone Essar. included within the Group tax charge.

Other Asia Pacific and Middle East
Service revenue increased by 2.9%(*) driven by the performance of Egypt and Qatar.
In Egypt service revenue grew by 1.3%(*) as pressure on voice pricing and a 1.0%
impact of retrospective mobile termination rate reductions introduced in the fourth
quarter was offset by 31% growth in the average customer base and 64.2%(*) growth
in data and fixed line revenue, with data driven by increased penetration of mobile
internet devices. Having launched services in July 2009, Qatar increased its mobile
customer base to 465,000 customers at 31 March 2010, representing 28% of the
total population.
Adjusted EBITDA declined 4.8%(*) with a similar decline in adjusted EBITDA margin
due to pricing, recessionary pressures and the impact of start-up costs in Qatar offset
in part by efficiency savings.
In the United States Verizon Wireless reported 6.2 million net mobile customer
additions bringing its closing mobile customer base to 92.8 million, up 7.2%. Customer
growth reflected recent market trends towards the prepaid segment alongside
market leading customer churn.
Service revenue growth of 6.3%(*) was driven by the expanding customer base and
robust data revenue derived from growth in multimedia handsets and
smartphones.
The adjusted EBITDA margin remained strong despite the tougher competitive and
economic environment. Efficiencies in operating expenses have been partly offset
by a higher level of customer acquisition and retention costs, particularly for high-
end devices including smartphones.

On 9 June 2009 Vodafone Australia successfully completed its merger with
Hutchison 3G Australia to form a 50:50 joint venture, Vodafone Hutchison Australia
Pty Limited. Since the merger the joint venture has performed well delivering 8%
pro-forma service revenue growth in the fourth quarter and cost synergies to date of
£65 million, in line with management’s expectations.
The integration of the recently acquired Alltel business is going according to plan.
Store rebranding is complete and network conversions are well underway and on
track. As part of the regulatory approval for the Alltel acquisition, Verizon Wireless is
required to divest overlapping properties in 105 markets. On 26 April 2010 Verizon
Wireless completed the sale of network and licence assets in 26 markets,
corresponding to 0.9 million customers, to Atlantic Tele-Network for US$0.2 billion.
Verizon Wireless has agreed to sell the network assets and mobile licences in the
remaining 79 markets, corresponding to approximately 1.5 million customers, to
AT&T for US$2.4 billion. This transaction remains subject to receipt of regulatory
approval and is expected to complete by 30 June 2010.

30 Vodafone Group Plc Annual Report 2010

 Performance

2009 financial year compared to the 2008 financial year

Group
Africa Asia
and Central Pacific and Verizon Common
Europe Europe Middle East Wireless Functions(1) Eliminations 2009 2008 % change
£m £m £m £m £m £m £m £m £ Organic
Revenue 29,634 5,501 5,819 − 216 (153) 41,017 35,478 15.6 (0.4)
Service revenue 27,886 5,113 5,434 − − (139) 38,294 33,042 15.9 (0.3)
Adjusted EBITDA 11,149 1,720 1,779 − (158) − 14,490 13,178 10.0 (3.5)
Adjusted operating profit 7,125 675 556 3,542 (141) − 11,757 10,075 16.7 2.0
Adjustments for:
Impairment losses (5,900) −
Other income and expense − (28)
Operating profit 5,857 10,047
Non-operating income and expense (44) 254
Net financing costs (1,624) (1,300)
Profit before taxation 4,189 9,001
Income tax expense (1,109) (2,245)
Profit for the financial year 3,080 6,756
Note:
(1) Common Functions represents the results of the partner markets and the net result of unallocated central Group costs and recharges to our operations, including royalty fees for use of the
Vodafone brand.

Revenue
Revenue increased by 15.6%, with favourable exchange rates contributing
13.0 percentage points and the impact of merger and acquisition activity contributing
3.0 percentage points to revenue growth. Pro-forma revenue growth, including the
acquisition in India and the acquisition of Tele2 in Italy and Spain, was 1%.
Revenue in Europe declined by 2.1%(*) as benefits from new tariffs and promotions
and a strong performance in data revenue were more than offset by the impact of
the deteriorating European economy on voice and messaging revenue, including
from roaming, usage growth, ongoing competitive pricing pressures and lower
termination rates.
In Africa and Central Europe, revenue grew by 3.9%(*) with double-digit revenue
growth in Vodacom being offset by weakening trends in Turkey and Romania.
Benefits from the increase in the average customer base were partially offset by both
weaker economic conditions in the more mature markets in Central Europe and the
impact of termination rate cuts.
In Asia Pacific and Middle East, revenue grew by 19% on a pro-forma basis including
India, a result of the rise in the average customer base, although revenue growth
slowed primarily as a result of stronger competition coupled with maturing
market conditions.
Operating profit
Adjusted EBITDA increased by 10.0% to £14,490 million, with favourable exchange
rates contributing 13.4 percentage points and the impact of merger and acquisition
activity contributing 0.1 percentage points to adjusted EBITDA growth. Including
India and Tele2 in Italy and Spain, pro-forma adjusted EBITDA declined by 3%.
Africa and Central Europe’s adjusted EBITDA decreased by 2.3%(*), with the adjusted
EBITDA margin decreasing in the majority of markets due to continued network
expansion, investment in the turnaround plan in Turkey and increased competition
in Romania.
In Asia Pacific and Middle East adjusted EBITDA increased by 7% on a pro-forma basis
including India, with a decline in the adjusted EBITDA margin as licensing costs
increased and network expansion continued, primarily in India, but also through the
build out in Qatar.
The increase in Common Functions’ adjusted EBITDA in the 2009 financial year
resulted primarily from the inclusion of a brand royalty payment charge in the 2008
financial year and increased brand revenue in the 2009 financial year following
agreement of revised terms with Vodafone Italy.
Operating profit decreased due to the growth in adjusted operating profit being more
than offset by impairment losses in relation to operations in Spain (£3,400 million),
Turkey (£2,250 million) and Ghana (£250 million). Adverse changes in macroeconomic
assumptions generated the £550 million charge recorded in the second half of the
2009 financial year in relation to Turkey and all of the charge in relation to Ghana.
Adjusted operating profit increased by 16.7%, or 2.0%(*), with a 16.5 percentage point
contribution from favourable exchange rates, whilst the impact of merger and
acquisition activity reduced adjusted operating profit growth by 1.8 percentage points.
The share of results in Verizon Wireless, our associate in the US, increased by 21.6%(*)
primarily due to a focus on the high value contract segment and low customer churn.
On 9 January 2009 Verizon Wireless completed its acquisition of Alltel Corp. (‘Alltel’),
adding 13.2 million customers before required divestitures.

In Europe adjusted EBITDA decreased by 5.0%(*), with a decline in the adjusted EBITDA
margin, primarily driven by the downward revenue trend, the growth of lower margin
fixed line operations, a brand royalty provision release included in the 2008 financial
year in Italy and restructuring charges in a number of markets, which more than
offset customer and operating cost savings. The European adjusted EBITDA margin,
including Common Functions which substantially support our European operations,
declined by 1.2 percentage points driven by an increasing contribution from lower
margin fixed broadband.

Vodafone Group Plc Annual Report 2010 31

Operating results continued
Net financing costs Earnings per share
2009 2008 Adjusted earnings per share increased by 37.4% to 17.17 pence for the year ended
£m £m 31 March 2009, resulting primarily from movements in exchange rates and the
Investment income 795 714 benefit from a favourable tax settlement, as discussed to the left. Excluding these
Financing costs (2,419) (2,014) factors, adjusted earnings per share rose by around 3%. Basic earnings per share
Net financing costs (1,624) (1,300) decreased by 53.5% to 5.84 pence including the impairment losses of £5.9 billion.

Analysed as: 2009 2008

Net financing costs before dividend £m £m
from investments (1,480) (823) Profit from continuing operations
Potential interest charges arising on settlement attributable to equity shareholders 3,078 6,660
of outstanding tax issues(1) 81 (399)
Dividends from investments 110 72 Adjustments:
Foreign exchange(2) 235 (7) Impairment losses 5,900 –
Equity put rights and similar arrangements(3) (570) (143) Other income and expense(1) – 28
(1,624) (1,300) Non-operating income and expense(2) 44 (254)
Investment income and financing costs(3) 335 150
Notes:
(1) Includes release of a £317 million interest accrual relating to a favourable settlement of long 6,279 (76)
standing tax issues. See “Taxation” below.
(2) Comprises foreign exchange differences reflected in the income statement in relation to certain Foreign exchange on tax balances (155) –
intercompany balances and the foreign exchange differences on financial instruments received
as consideration in the disposal of Vodafone Japan to SoftBank in April 2006. Tax on the above items (145) 44
(3) Primarily represents foreign exchange movements and accretion expense. The amount for the Adjusted profit attributable to equity shareholders 9,057 6,628
year ended 31 March 2008 also includes a charge of £333 million representing the initial fair
value of the put options granted over the Essar Group’s interest in Vodafone Essar, which was
recorded as an expense. Further details of these options are provided on page 44. Weighted average number of shares outstanding Million Million
Basic 52,737 53,019
Net financing costs before dividends from investments increased by 79.8% to Diluted 52,969 53,287
£1,480 million, primarily due to mark-to-market losses in the 2009 financial year Notes:
compared with gains in the 2008 financial year and unfavourable exchange rate (1) The amount for the 2008 financial year represents a pre-tax charge offsetting the tax benefit
arising on recognition of a pre-acquisition deferred tax asset.
movements impacting the translation into sterling. The interest charge resulting
(2) The amount for the 2009 financial year includes a £39 million adjustment in relation to the broad
from the 28.2% increase in average net debt was minimised due to changes in the based black economic empowerment transaction undertaken by Vodacom. The amount for the
currency mix of debt and significantly lower interest rates for US dollar and euro 2008 financial year includes £250 million representing the profit on disposal of our 5.60% direct
denominated debt. At 31 March 2009 the provision for potential interest charges investment in Bharti Airtel Limited (‘Bharti Airtel’).
(3) See notes 2 and 3 in “Net financing costs”.
arising on settlement of outstanding tax issues was £1,635 million (31 March 2008:
£1,577 million).

Taxation
The effective tax rate was 26.5% (2008: 24.9%). This rate was lower than our weighted
average statutory tax rate due to the structural benefit from the ongoing
enhancement to our internal capital structure and a benefit of £767 million following
the resolution of long standing tax issues related to the acquisition and subsequent
restructuring of the Mannesmann Group. This was offset by an increase in the rate
due to the impact of impairment losses for which no tax benefit is recorded.

32 Vodafone Group Plc Annual Report 2010

 Performance

Europe
Germany Italy Spain UK Other Eliminations Europe % change
£m £m £m £m £m £m £m £ Organic
Year ended 31 March 2009
Revenue 7,847 5,547 5,812 5,392 5,329 (293) 29,634 13.6 (2.1)
Service revenue 7,535 5,347 5,356 4,912 5,029 (293) 27,886 14.1 (1.7)
Adjusted EBITDA 3,225 2,565 2,034 1,368 1,957 − 11,149 9.7 (5.0)
Adjusted operating profit 1,835 1,839 1,421 328 1,702 − 7,125 9.8 (5.4)
Adjusted EBITDA margin 41.1% 46.2% 35.0% 25.4% 36.7% 37.6%

Year ended 31 March 2008

Revenue 6,866 4,435 5,063 5,424 4,583 (290) 26,081
Service revenue 6,551 4,273 4,646 4,952 4,295 (287) 24,430
Adjusted EBITDA 2,816 2,148 1,908 1,560 1,735 − 10,167
Adjusted operating profit 1,577 1,528 1,362 517 1,504 – 6,488
Adjusted EBITDA margin 41.0% 48.4% 37.7% 28.8% 37.9% 39.0%

Revenue increased by 13.6%, with favourable euro exchange rate movements
contributing 14.3 percentage points of growth and mergers and acquisitions activity,
primarily Tele2, contributing a further 1.4 percentage point benefit. The organic
decline in revenue of 2.1% was a result of a 1.7% decrease in service revenue and a
decline in equipment revenue, reflecting lower volumes.
from business acquisitions. The adjusted EBITDA margin declined 1.4 percentage
points primarily driven by the downward revenue trend, the growth of lower margin
fixed line operations, a brand royalty provision release included in the 2008 financial
year in Italy and restructuring charges in a number of markets, which more than
offset customer and operating cost savings.

The impact of merger and acquisition activity and foreign exchange movements Germany
on revenue, service revenue, adjusted EBITDA and adjusted operating profit are The 2.5%(*) decline in service revenue was consistent with the 2008 financial year,
shown below: benefiting from higher penetration of the new SuperFlat tariff portfolio. Data revenue
growth remained strong, reflecting increased penetration of PC connectivity services
Organic M&A Foreign Reported in the customer base. Fixed line revenue declined during the year, but grew 2.1%(*) in
growth activity exchange growth the fourth quarter, as the customer base largely migrated to new, lower priced tariffs.
% pps pps %
The fixed broadband customer base increased by 15.9% during the year to 3.1 million
Revenue – Europe (2.1) 1.4 14.3 13.6 at 31 March 2009, with an additional 154,000 wholesale fixed broadband customers.
On 19 May 2008 we acquired a 26.4% interest in Arcor, following which we own 100%
Service revenue of Arcor. The integration of the mobile business and the fixed line operations has
Germany (2.5) (0.1) 17.6 15.0 progressed, with cost savings being realised according to plan.
Italy 1.2 4.7 19.2 25.1
Spain (4.9) 2.5 17.7 15.3 Adjusted EBITDA margin remained broadly stable at 41.1%, reflecting an improvement
UK (1.1) 0.3 − (0.8) in the mobile margin which was offset by a decline in the fixed line margin, with
Other (1.2) 0.4 17.9 17.1 the former due to a reduction in prepaid subsidies and an increase in the number of
Europe (1.7) 1.4 14.4 14.1 SIM-only contracts. Operating expenses were also broadly stable with the 2008
financial year as a restructuring charge of €35 million in the 2009 financial year
Adjusted EBITDA (£32 million) was more than offset by non-recurring adjustments, including favourable
Germany (2.8) (0.2) 17.5 14.5 legal settlements.
Italy (0.1) 1.2 18.3 19.4
Spain (9.2) (0.5) 16.3 6.6 Italy
UK (12.8) 0.5 − (12.3) Service revenue growth was 1.2%(*) reflecting targeted demand stimulation initiatives,
Other (4.3) (0.1) 17.2 12.8 ARPU enhancing initiatives and strong growth in data revenue due to increased
Europe (5.0) 0.2 14.5 9.7 penetration of mobile PC connectivity devices, email enabled devices and mobile
internet services. Fixed line revenue growth was 3.7%(*). supported by 278,000 fixed
Adjusted operating profit broadband customer net additions during the year as well as the benefit from the
Germany (0.9) (0.4) 17.7 16.4 launch of Vodafone Station during the summer of 2008 and the continued good
Italy 2.4 (0.5) 18.5 20.4 performance of Tele2.
Spain (9.8) (1.9) 16.0 4.3
UK (37.9) 1.3 − (36.6) Adjusted EBITDA declined by 0.1%(*) and adjusted EBITDA margin declined by
Other (4.8) 1.1 16.9 13.2 2.2 percentage points mainly due to a brand royalty provision release in the 2008
Europe (5.4) (0.3) 15.5 9.8 financial year. Excluding the impact of the brand royalty provision release and the
impact of the acquisition of Tele2, the adjusted EBITDA margin was broadly stable, with
Service revenue declined by 1.7%(*), reflecting a gradual deterioration over the year an improvement in the mobile margin offsetting the increased contribution of lower
and a 3.3%(*) decrease in the fourth quarter, with favourable trends in Italy more than margin fixed line services.
offset by deteriorating trends in other markets, in particular Spain and Greece. The
impact of the economic slowdown in Europe on voice and messaging revenue, Spain
including from roaming, ongoing competitive pricing pressures and lower termination Service revenue declined by 4.9%(*) with an 8.6%(*) decline in the fourth quarter.
rates were not fully compensated by increased usage arising from new tariffs and Negative trends in the economic environment put strong pressure on usage in some
promotions and strong growth in data revenue. customer segments and led to increased involuntary churn. Data revenue growth
accelerated during the year, driven primarily by PC connectivity services and an
Adjusted EBITDA increased by 9.7%, with favourable euro exchange rate movements improvement in media content revenue growth following a successful campaign in
contributing 14.5 percentage points of growth and a 0.2 percentage point benefit the fourth quarter. Fixed line revenue continued to grow, supported by the launch of
Vodafone Station.

Vodafone Group Plc Annual Report 2010 33

Operating results continued
Adjusted EBITDA decreased by 9.2%(*) as the decline in service revenue and the Revenue increased by 11.2%, including the contribution of favourable exchange rate
dilutive effect of the increased contribution of lower margin fixed line services movements and the impact of merger and acquisition activity. Revenue growth was
outweighed benefits from cost cutting initiatives in customer and operating costs. 3.9% (*) as sustained growth in Vodacom was offset by weakening trends in Turkey and
Romania. Service revenue growth was 3.1%(*) reflecting the 9.9% increase in the
UK average customer base partially offset by an impact from termination rate cuts of
Service revenue declined by 1.1%(*) primarily due to a decrease in voice revenue around three percentage points.
resulting from increased competition in a challenging economic environment,
customer optimisation of out of bundle offers and lower roaming revenue. Wholesale Adjusted EBITDA increased by 1.5%, with the contribution of favourable exchange
revenue increased due to the success of the MVNO business, principally ASDA and rate movements partially offset by merger and acquisition activity. Adjusted EBITDA
Lebara. Data revenue growth was maintained, driven primarily by increased decreased by 2.3%(*), with the adjusted EBITDA margin decreasing in the majority of
penetration of mobile PC connectivity and mobile internet services. The acquisition markets reflecting the continued network expansion, investment in the turnaround
of Central Telecom, which provides converged enterprise services, was completed in plan in Turkey and increased competition in Romania.
December 2008.
The impact of merger and acquisition activity and foreign exchange movements
The 12.8%(*) decline in adjusted EBITDA, which included the impact of a £30 million on revenue, service revenue, adjusted EBITDA and adjusted operating profit are
VAT refund in the 2008 financial year, was primarily due to higher off network usage shown below:
in messaging services and higher retention costs. The cost of retaining customers
increased as a higher proportion of the contract base received upgrades in the 2009 Organic M&A Foreign Reported
financial year following the expiration of 18 month contracts which were introduced growth activity exchange growth
% pps pps %
in 2006. Operating expenses grew, primarily due to the impact of the sterling/euro
Revenue
exchange rate on euro denominated intercompany charges; otherwise operating
Africa and Central Europe 3.9 (0.7) 8.0 11.2
expenses were broadly stable year-on-year.
Service revenue
Other Europe
Vodacom 13.8 2.1 (5.2) 10.7
Service revenue decreased by 1.2%(*) during the year and 5.0%(*) in the fourth quarter,
Other (0.9) (1.5) 13.1 10.7
as growth in the Netherlands was more than offset by declines in Greece and Ireland,
where the trends have deteriorated throughout the year. The Netherlands benefited Africa and Central Europe 3.1 (0.6) 8.2 10.7
from a rise in the customer base and strong growth in visitor revenue. Both Greece
and Ireland were impacted by deteriorating market environments, which worsened Adjusted EBITDA
in the fourth quarter, and substantial price reductions in prepaid tariffs, whilst Greece Vodacom 7.3 0.5 (4.4) 3.4
was also affected by termination rate cuts. Other (6.7) (5.9) 13.1 0.5
Africa and Central Europe (2.3) (4.0) 7.8 1.5
The fall in adjusted EBITDA margin of 1.2 percentage points was primarily driven by
the service revenue decline and restructuring charges recorded in the fourth quarter Adjusted operating profit
in most countries. Vodacom 6.3 0.3 (4.4) 2.2
Other (26.2) (10.5) 10.9 (25.8)
The share of profit in SFR increased, reflecting the acquisition of Neuf Cegetel and Africa and Central Europe (12.6) (5.6) 5.6 (12.6)
foreign exchange benefits on translation of the results into sterling.
Vodacom
Service revenue grew by 13.8%(*) as strong growth in Vodacom’s average customer
Africa and Central Europe base continued, increasing by 11.2%, which took the closing customer base to
39.6 million on a 100% basis. Revenue growth was driven by the prepaid voice market
Africa and and data services. Voice usage per customer in the prepaid market, which represents
Central the majority of the customer base, grew as the higher usage driven by revised tariffs
Vodacom Other (1)
Europe % change
in South Africa was offset by the dilutive effect of the increased customer base in both
£m £m £m £ Organic
Tanzania and Mozambique, which both have lower than average ARPU. Data revenue
Year ended 31 March 2009
grew by 59.7%(*), as the higher revenue base partially offset the benefit from
Revenue 1,778 3,723 5,501 11.2 3.9
increased penetration of mobile PC connectivity devices, with the absence of fixed
Service revenue 1,548 3,565 5,113 10.7 3.1
line alternatives making mobile data a popular offering. Relatively low contract
Adjusted EBITDA 606 1,114 1,720 1.5 (2.3)
voice revenue growth resulted from reduced out of bundle usage as customers
Adjusted operating profit 373 302 675 (12.6) (12.6)
cut  back on spending due to economic conditions. Equipment revenue was
Adjusted EBITDA margin 34.1% 29.9% 31.3%
adversely impacted by consumer preference for lower value handsets. Trading
conditions in the Democratic Republic of Congo (‘DRC’) have worsened significantly
Year ended 31 March 2008
due to the impact of lower commodity prices on mining which is central to the
Revenue 1,609 3,337 4,946
DRC’s economy.
Service revenue 1,398 3,219 4,617
Adjusted EBITDA 586 1,108 1,694
Adjusted EBITDA growth was 7.3%(*), despite lower margins, as the growth in revenue
Adjusted operating profit 365 407 772
more than offset the increasing cost base which benefited from stable customer
Adjusted EBITDA margin 36.4% 33.2% 34.2%
costs as a percentage of revenue as the South African market matures. The cost base
Note: was adversely impacted by an increase in operating expenses due to continued
(1) On 1 October 2007 Romania rebased all of its tariffs and changed its functional currency from
US dollars to euros. In calculating all constant exchange rate and organic metrics which include
expansion, investment in enterprise services, Black Economic Empowerment share
Romania, previous US dollar amounts have been translated into euros at the 1 October 2007 charges and high wage inflation.
US$/euro exchange rate.
On 30 December 2008 Vodacom acquired the carrier services and business network
solutions subsidiaries (‘Gateway’) from Gateway Telecommunications SA (Pty) Ltd.
Gateway provides services in more than 40 countries in Africa.

34 Vodafone Group Plc Annual Report 2010

 Performance

Other Africa and Central Europe Revenue increased by 32.3%, including the contribution from favourable
Service revenue declined by 0.9%(*) due to the performance in Turkey combined with exchange rate movements in addition to the benefit from acquisitions, primarily
the impact of deteriorating economic conditions across Central Europe, most notably in India. Revenue growth on a pro-forma basis was 19%, reflecting the growth in
in Romania in the fourth quarter. Service revenue in Turkey decreased by 7.6%(*) with India,  Egypt and Australia. Service revenue increased by 8.5%(*) primarily as a
an 18.4%(*) fall in the fourth quarter. Termination rate cuts adversely impacted result of the 27.3% organic rise in the average customer base, although revenue
revenue by 6.9% and revenue was further depressed by a higher rate of churn and a growth slowed as a result of stronger competition coupled with maturing
decline in prepaid ARPU due to intense competition in the market. Consumer market conditions.
confidence in Turkey fell with the deterioration in the macroeconomic environment
impacting revenue. Competition also intensified with the launch of mobile number Adjusted EBITDA grew by 18.3% with favourable exchange rate movements and
portability in November 2008 leading to aggressive acquisition and pricing the positive impact of acquisitions contributing to the growth. On a pro-forma
campaigns, especially in the fourth quarter of the year. Mobile ARPU fell in the second basis including India, adjusted EBITDA increased by 7%. The decline in the adjusted
half of the year but stabilised in the fourth quarter following successful promotions. EBITDA margin resulted from positive performances in India and Egypt being
In Romania service revenue grew by 1.1%(*) but deteriorated during the year with a mitigated by a decline in Australia.
10.3%(*) decline in the fourth quarter. The market continued to mature, with the
decline in ARPU resulting from local currency devaluation against the euro – whilst The impact of merger and acquisition activity and foreign exchange movements
tariffs are quoted in euros household incomes are earned in local currency – in on revenue, service revenue, adjusted EBITDA and adjusted operating profit are
addition to market led price reductions impacting performance in the fourth quarter shown below:
in particular. These effects were partially offset by data revenue growth following
successful data promotions and flexible access offers which led to a rise in the Organic M&A Foreign Reported
number of mobile PC connectivity devices. growth activity exchange growth
% pps pps %
Revenue
Adjusted EBITDA decreased by 6.7%(*), with the adjusted EBITDA margin also declining
Asia Pacific and Middle East 9.3 13.3 9.7 32.3
due to the fall in revenue and investment in the turnaround plan in Turkey. Adjusted
EBITDA in Turkey declined by 36.6%(*) as a result of the decline in revenue and
Service revenue
increased operating expenses reflecting higher marketing costs, higher technology
India – 42.5 6.0 48.5
costs due to expansion of the network and organisational restructuring as part of the
Other 8.5 0.3 11.8 20.6
turnaround plan. In Romania adjusted EBITDA decreased by 3.7%(*) as aggressive
market competition and higher gross customer additions led to the rise in the cost of Asia Pacific and Middle East 8.5 14.2 9.8 32.5
acquiring and retaining customers.
Adjusted EBITDA
In May 2008 the Group changed the consolidation status of Safaricom from a joint India – 14.1 5.8 19.9
venture to an associate following completion of the share allocation for the public Other 6.9 (3.4) 13.7 17.2
offering of 25.0% of Safaricom’s shares previously held by the Government of Kenya Asia Pacific and Middle East 6.9 0.6 10.8 18.3
and termination of the shareholders’ agreement with the Government of Kenya. In
August 2008 we acquired 70.0% of Ghana Telecommunications Company Limited Adjusted operating profit
which offers both mobile and fixed services. We also increased our stake in Polkomtel India – (173.2) (12.5) (185.7)
from 19.6% to 24.4% in December 2008. Other 5.8 (6.8) 14.1 13.1
Asia Pacific and Middle East 5.8 (19.7) 14.4 0.5

Asia Pacific and Middle East India

Asia Revenue grew by 33% on a pro-forma basis, with growth in the fourth quarter of
Pacific
and 27.7%(*). Growth in the fourth quarter remained stable in comparison to the third
Elimi- Middle quarter as the eight percentage point benefit of the new revenue stream from the
India Other nations East % change network sharing joint venture, Indus Towers, which launched during the first half of
£m £m £m £m £ Organic the 2009 financial year, offset the slowing underlying growth rate. Visitor revenue
Year ended increased, albeit at a lower rate, due to the impact of economic pressures as people
31 March 2009 travel less. Lower effective rates per minute reflecting price reductions earlier in the
Revenue 2,689 3,131 (1) 5,819 32.3 9.3 year, coupled with the continued market shift to lifetime validity prepaid offerings,
Service revenue 2,604 2,831 (1) 5,434 32.5 8.5 led to a reduction in customer churn. The lower effective rate and a slight fall in usage
Adjusted EBITDA 717 1,062 − 1,779 18.3 6.9 per customer were mitigated by net customer additions, which averaged 2.1 million
Adjusted per month, and the launch of services in seven new circles, bringing the closing
operating customer base to 68.8 million. Customer penetration in the Indian mobile market
(loss)/profit (30) 586 − 556 0.5 5.8 reached 34% at 31 March 2009.
Adjusted EBITDA
margin 26.7% 33.9% 30.6% Adjusted EBITDA grew by 6% on a pro-forma basis. Customer costs as a percentage
of revenue decreased, benefiting from economies of scale. Licensing costs increased
Year ended as discounts received from the regulator in some service areas were terminated.
31 March 2008 Network expansion continued, with an average of 2,600 base stations constructed
Revenue 1,822 2,577 − 4,399 per month, primarily in the new circles. Site sharing increased and Indus Towers
Service revenue 1,753 2,348 − 4,101 steadily increased its operations throughout the rest of the year, with 95,000 sites
Adjusted EBITDA 598 906 − 1,504 under its management at the end of March 2009.
Adjusted
operating profit 35 518 − 553
Adjusted EBITDA
margin 32.8% 35.2% 34.2%

Vodafone Group Plc Annual Report 2010 35

Operating results continued
Other Asia Pacific and Middle East Verizon Wireless
The increase in service revenue of 8.5%(*) was attributable to performances in Egypt and 2009 2008 % change
Australia. In Egypt service revenue grew by 11.9%(*) as growth in the customer base and £m £m £ Organic
increased usage per customer were partially offset by a decline in the effective rate per Revenue 14,085 10,144 38.9 10.4
minute as a result of the introduction of new tariffs in addition to lower termination rates Service revenue 12,862 9,246 39.1 10.5
and a fall in both visitor revenue and the enterprise segment revenue as people travelled Adjusted EBITDA 5,543 3,930 41.0 13.0
less. Service revenue in Australia increased by 6.1%(*) due to an increase in the average Interest (217) (102) 112.7
customer base and good data revenue growth, especially in mobile broadband services. Tax(1) (198) (166) 19.3
These were partially offset by lower ARPU, reflecting strong competition, which led to Non-controlling interest (78) (56) 39.3
a lower revenue growth rate in the fourth quarter. In New Zealand service revenue grew Discontinued operations 57 – –
by 4.9%(*) as result of an increase in the fixed broadband customer base and growth in Share of result in
data services, the latter following increased penetration of mobile PC connectivity Verizon Wireless 3,542 2,447 44.7 21.6
devices. These benefits were partially offset by the competitive and recessionary Note:
trends in the market. (1) Our share of the tax attributable to Verizon Wireless relates only to the corporate entities held by
the Verizon Wireless partnership and certain state taxes which are levied on the partnership. The
tax attributable to our share of the partnership’s pre-tax profit is included within our tax charge.
Adjusted EBITDA grew by 6.9%(*), with a decline in the adjusted EBITDA margin, as the
increase in Egypt was offset by the decline in Australia. Egypt’s adjusted EBITDA grew
Verizon Wireless, our associate in the US, achieved 5.6 million net customer additions
by 15.5%(*) in proportion to revenue, with a slight increase in margin, despite the
in a market where penetration reached an estimated 92% at 31 March 2009. The
inclusion of 3G licensing fees for the full year in comparison to only part of the prior year.
increased closing customer base of 86.6 million was achieved through continued
In Australia adjusted EBITDA decreased by 16.9%(*) primarily due to a loss provision
strong organic growth, the acquisitions of Rural Cellular Corporation and Alltel,
related to a prepaid recharge vendor and an increased focus on contract customers
combined with concentration on the high value contract segment and market
resulting in higher customer costs.
leading customer loyalty as evidenced by low customer churn.

Service revenue growth was 10.5%(*) driven by the expanding customer base and
robust messaging and data ARPU. Messaging and data revenue continued to
increase strongly, predominantly as a result of growth in data card, email and
messaging services. Verizon Wireless continued to extend the reach of its 3G
network which now covers more than 280 million people after the Alltel acquisition.

Verizon Wireless improved its adjusted EBITDA margin to 39.4% through efficiencies
in operating expenses partly offset by a higher level of customer acquisition and
retention costs, driven by increased demand for high-end data devices such as the
BlackBerry Storm.

Verizon Wireless completed the acquisition of Rural Cellular Corporation in the first
half of the 2009 financial year, adding 0.7 million customers. On 9 January 2009
Verizon Wireless completed its acquisition of Alltel, purchasing Alltel’s equity and
acquiring and repaying Alltel’s debt with Verizon Wireless and Alltel cash as well as
the proceeds from capital market transactions. The Alltel acquisition added 13.2
million customers before required divestitures. Verizon Wireless expects to realise
synergies with a net present value, after integration costs, of more than US$9 billion,
driven by aggregate capital and operating expense savings. Increased debt in relation
to the acquisition of Alltel led to a £150 million interest charge for the quarter ended
31 March 2009.

36 Vodafone Group Plc Annual Report 2010

 Performance

Guidance
2011 financial year and three year guidance 2010 financial year
2010 Adjusted
actual 2011 Three year operating Free
performance guidance guidance profit cash flow
£bn £bn £bn £bn £bn
Adjusted operating profit 11.5 11.2 – 12.0 n/a Guidance – May 2009(1) 11.0 – 11.8 6.0 – 6.5
In excess Guidance – February 2010(1) 11.4 – 11.8 6.5 – 7.0
Free cash flow 7.2 of 6.5 6.0 – 7.0 2010 actual performance 11.5 7.2
Foreign exchange 0.2 0.1
Alltel restructuring costs(2) 0.2 –
2011 financial year 2010 performance on guidance basis 11.9 7.3
We expect the Group to return to low levels of organic revenue growth during the
2011 financial year although this will be dependent upon the strength of the Notes:
(1) The Group’s guidance reflected assumptions for average for exchange rates for the 2010 financial
economic environment and the level of unemployment within Europe. In contrast year of approximately £1:€1.12 and £1:US$1.50. Actual exchange rates were £1:€1.13 and
revenue growth in emerging economies, in particular India and Africa, is expected to £1:US$1.60.
continue as the Group drives penetration and data in these markets. (2) The Group’s guidance did not include the impact of reorganisation costs arising from the Alltel
acquisition by Verizon Wireless.

Adjusted EBITDA margins are expected to decline but at a significantly lower rate than
that experienced in the previous year. Adjusted operating profit is expected to be in
the range of £11.2 billion to £12.0 billion. Total depreciation and amortisation charges
are expected to be slightly higher than the prior year, before the impact of licence
and spectrum purchases, if any, during the 2011 financial year.

Free cash flow is expected to be in excess of £6.5 billion reflecting a continued but
lower level of benefit from the working capital improvement programme launched
in the 2010 financial year. We intend to maintain capital expenditure at a similar level
to last year, adjusted for foreign exchange, ensuring that we continue to invest in high
speed data networks, enhancing our customer experience and increasing the
attractiveness of the Group’s data services.

The adjusted tax rate percentage is expected to be in the mid 20s for the 2011
financial year with the Group targeting a similar level in the medium-term. The Group
continues to seek resolution of the UK Controlled Foreign Company and India
tax cases.

Three year free cash flow and dividend per share

growth target
We expect that annual free cash flow will be between £6.0 billion and £7.0 billion, in
each of the financial years in the period ending 31 March 2013, underpinning a
dividend per share growth target of at least 7% per annum for each of these financial
years. We therefore expect that total dividends per share will be no less than 10.18p
for the 2013 financial year.

Assumptions
Guidance is based on our current assessment of the global economic outlook and
assumes foreign exchange rates of £1:€1.15 and £1:US$1.50 throughout this three
year period. It excludes the impact of licence and spectrum purchases, if any, material
one-off tax settlements and restructuring costs and assumes no material change to
the current structure of the Group.

With respect to the dividend growth target, as the Group’s free cash flow is
predominantly generated by companies operating within the euro currency zone,
we have assumed that the euro to sterling rate remains within 10% of the above
guidance exchange rate.

A 1% change in the euro to sterling exchange rate would impact adjusted

operating profit by approximately £70 million and free cash flow by approximately
£60 million.

Vodafone Group Plc Annual Report 2010 37

Principal risk factors and uncertainties
The following discussion of principal risk factors and uncertainties identifies the most significant risks that may
adversely affect our business, operations, liquidity, financial position or future performance. Additional risks not
presently known to us, or that we currently deem immaterial, may also impact our business. This section should be
carefully read in conjunction with the “Forward-looking statements” on page 140 of this document.
Adverse macroeconomic conditions in the markets in which we operate
could impact our results of operations.
Adverse macroeconomic conditions and deterioration in the global economic
environment, such as further economic slowdown in the markets in which we
operate, may lead to a reduction in the level of demand from our customers for
existing and new products and services. In difficult economic conditions, consumers
may seek to reduce discretionary spending by reducing their use of our products and
services, including data services, or by switching to lower-cost alternatives offered
by our competitors. Similarly, under these conditions the enterprise customers that
we serve may delay purchasing decisions, delay full implementation of service
offerings or reduce their use of our services. In addition adverse economic conditions
may lead to an increased number of our consumer and enterprise customers that are
unable to pay for existing or additional services. If these events were to occur it could
have a material adverse effect on our results of operations.
The continued volatility of worldwide financial markets may make it
more difficult for us to raise capital externally which could have a
negative impact on our access to finance.­
Our key sources of liquidity in the foreseeable future are likely to be cash generated
from operations and borrowings through long-term and short-term issuances in the
capital markets as well as committed bank facilities. Due to the recent volatility
experienced in capital and credit markets around the world, new issuances of debt
securities may experience decreased demand. Adverse changes in credit markets or
our credit ratings could increase the cost of borrowing and banks may be unwilling
to renew credit facilities on existing terms. Any of these factors could have a negative
impact on our access to finance.
Regulatory decisions and changes in the regulatory environment could
adversely affect our business.­
As we have ventures in a large number of geographic areas, we must comply with an
extensive range of requirements that regulate and supervise the licensing,
construction and operation of our telecommunications networks and services. In
particular, there are agencies which regulate and supervise the allocation of
frequency spectrum and which monitor and enforce regulation and competition
laws, which apply to the mobile telecommunications industry. Decisions by regulators
regarding the granting, amendment or renewal of licences, to us or to third parties,
could adversely affect our future operations in these geographic areas. In addition,
other changes in the regulatory environment concerning the use of mobile phones
may lead to a reduction in the usage of mobile phones or otherwise adversely affect
us. Additionally, decisions by regulators and new legislation, such as those relating to
international roaming charges and call termination rates, could affect the pricing for,
or adversely affect the revenue from, the services we offer. Further details on the
regulatory framework in certain countries and regions in which we operate, and on
regulatory proceedings, can be found in “Regulation” on page 133.
Increased competition may reduce our market share and revenue.
We face intensifying competition and our ability to compete effectively will depend
on, among other things, our network quality, capacity and coverage, pricing of
services and equipment, quality of customer service, development of new and
enhanced products and services in response to customer demands and changing
technology, reach and quality of sales and distribution channels and capital
resources. Competition could lead to a reduction in the rate at which we add new
customers, a decrease in the size of our market share and a decline in our ARPU as
customers choose to receive telecommunications services or other competing
services from other providers. Examples include but are not limited to competition
from internet based services and MVNOs.
38 Vodafone Group Plc Annual Report 2010
The focus of competition in many of our markets continues to shift from customer
acquisition to customer retention as the market for mobile telecommunications has
become increasingly penetrated. Customer deactivations are measured by our churn
rate. There can be no assurance that we will not experience increases in churn rates,
particularly as competition intensifies. An increase in churn rates could adversely
affect profitability because we would experience lower revenue and additional
selling costs to replace customers or recapture lost revenue.
Increased competition has also led to declines in the prices we charge for our mobile
services and is expected to lead to further price declines in the future. Competition
could also lead to an increase in the level at which we must provide subsidies for
handsets. Additionally, we could face increased competition should there be an
award of additional licences in jurisdictions in which a member of our Group already
has a licence.
Delays in the development of handsets and network compatibility and
components may hinder the deployment of new technologies.
Our operations depend in part upon the successful deployment of continuously
evolving telecommunications technologies. We use technologies from a number of
vendors and make significant capital expenditure in connection with the deployment
of such technologies. There can be no assurance that common standards and
specifications will be achieved, that there will be inter-operability across Group and
other networks, that technologies will be developed according to anticipated
schedules, that they will perform according to expectations or that they will achieve
commercial acceptance. The introduction of software and other network
components may also be delayed. The failure of vendor performance or technology
performance to meet our expectations or the failure of a technology to achieve
commercial acceptance could result in additional capital expenditure by us or a
reduction in our profitability.
We may experience a decline in revenue or profitability notwithstanding
our efforts to increase revenue from the introduction of new services.
As part of our strategy we will continue to offer new services to our existing customers
and seek to increase non-voice service revenue as a percentage of total service
revenue. However we may not be able to introduce these new services commercially
or may experience significant delays due to problems such as the availability of new
mobile handsets, higher than anticipated prices of new handsets or availability of new
content services. In addition, even if these services are introduced in accordance with
expected time schedules, there is no assurance that revenue from such services will
increase ARPU or maintain profit margins.
Expected benefits from our cost reduction initiatives may not be realised.
We have entered into several cost reduction initiatives principally relating to network
sharing, the outsourcing of IT application, development and maintenance, data
centre consolidation, supply chain management and a business transformation
programme to implement a single, integrated operating model using one ERP
system. However there is no assurance that the full extent of the anticipated benefits
will be realised in the timeline envisaged.
Changes in assumptions underlying the carrying value of certain Group
assets could result in impairment.
We complete a review of the carrying value of Group assets annually, or more
frequently where the circumstances require, to assess whether those carrying values
can be supported by the net present value of future cash flows derived from such
assets. This review examines the continued appropriateness of the assumptions in
respect of highly uncertain matters upon which the valuations supporting carrying
values of certain Group assets are based. This includes an assessment of discount
rates and long-term growth rates, future technological developments and timing and
quantum of future capital expenditure as well as several factors which may affect
revenue and profitability identified within the other risk factors in this section such
 Performance

as intensifying competition, pricing pressures, regulatory changes and the timing for
introducing new products or services. Discount rates are in part derived from yields
on government bonds, the level of which may change substantially period to period
and which may be affected by political, economic and legal developments which are
beyond our control. Due to our substantial carrying value of goodwill under
International Financial Reporting Standards, the revision of any of these assumptions
to reflect current or anticipated changes in operations or the financial condition of
the Group could lead to an impairment in the carrying value of certain Group assets.
While impairment does not impact reported cash flows, it does result in a non-cash
charge in the consolidated income statement and thus no assurance can be given
that any future impairments would not affect our reported distributable reserves
and therefore our ability to make distributions to our shareholders or repurchase
our shares. See “Critical accounting estimates” on page 71 and note 10 to the
consolidated financial statements.
Our global footprint may present exposure to unpredictable economic,
political, regulatory and legal risks.
Political, regulatory, economic and legal systems in emerging markets may be less
predictable than in countries with more developed institutional structures. Since we
operate in and are exposed to emerging markets, the value of our investments in these
markets may be adversely affected by political, regulatory, economic and legal
developments which are beyond our control and anticipated benefits resulting from
acquisitions and other investments we have made in these markets may not be
achieved in the time expected or at all.
Our strategic objectives may be impeded by the fact that we do not have
a controlling interest in some of our ventures.
Some of our interests in mobile licences are held through entities in which we are a
significant but not a controlling owner. Under the governing documents for some of
these partnerships and corporations, certain key matters such as the approval of
business plans and decisions as to the timing and amount of cash distributions
require the consent of our partners. In others these matters may be approved without
our consent. We may enter into similar arrangements as we participate in ventures
formed to pursue additional opportunities. Although we have not been materially
constrained by the nature of our mobile ownership interests, no assurance can be
given that our partners will not exercise their power of veto or their controlling
influence in any of our ventures in a way that will hinder our corporate objectives
and reduce any anticipated cost savings or revenue enhancement resulting from
these ventures.
Our business and our ability to retain customers and attract new
customers may be impaired by actual or perceived health risks
associated with the transmission of radio waves from mobile
telephones, transmitters and associated equipment.
Concerns have been expressed in some countries where we operate that
the  electromagnetic signals emitted by mobile telephone handsets and base
stations may pose health risks at exposure levels below existing guideline levels and
may interfere with the operation of electronic equipment. In addition, as described
under the heading “Legal proceedings” in note 29 to the consolidated financial
statements, several mobile industry participants including Verizon Wireless and
ourselves have had lawsuits filed against us alleging various health consequences
as a result of mobile phone usage including brain cancer. While we are not aware
that such health risks have been substantiated, there can be no assurance that the
actual or perceived risks associated with radio wave transmission will not impair
our  ability to retain customers and attract new customers, reduce mobile
telecommunications usage or result in further litigation. In such event, because of
our strategic focus on mobile telecommunications, our business and results of
operations may be more adversely affected than those of other companies in the
telecommunications sector.
Our business would be adversely affected by the non-supply
of equipment and support services by a major supplier.
Companies within the Group source network infrastructure and other equipment, as
well as network-related and other significant support services, from third party
suppliers. The withdrawal or removal from the market of one or more of these major
third party suppliers could adversely affect our operations and could require us to
make additional capital or operational expenditures.

Expected benefits from investment in networks, licences and new

technology may not be realised.
We have made substantial investments in the acquisition of licences and in our
mobile networks, including the roll out of 3G networks. We expect to continue to
make significant investments in our mobile networks due to increased usage and
the  need to offer new services and greater functionality afforded by new or
evolving telecommunications technologies. Accordingly, the rate of our capital
expenditures in future years could remain high or exceed that which we have
experienced to date.

There can be no assurance that the introduction of new services will proceed
according to anticipated schedules or that the level of demand for new services will
justify the cost of setting up and providing new services. Failure or a delay in the
completion of networks and the launch of new services, or increases in the associated
costs, could have a material adverse effect on our operations.

Vodafone Group Plc Annual Report 2010 39

Financial position and resources
Consolidated statement of financial position Borrowings
Long-term borrowings and short-term borrowings decreased to £39.8 billion at
2010 2009 31 March 2010 from £41.4 billion at 31 March 2009 mainly as a result of foreign
£m £m exchange movements and bond repayments during the year.
Non-current assets
Intangible assets 74,258 74,938 Taxation liabilities
Property, plant and equipment 20,642 19,250 Current tax liabilities decreased from £4.6 billion at 31 March 2009 to £2.9 billion at
Investments in associates 36,377 34,715 31 March 2010 mainly as a result of the agreement of the German tax loss claim. The
Other non-current assets 11,489 10,767 deferred tax liability increased from £6.6 billion at 31 March 2009 to £7.4 billion at
142,766 139,670 31 March 2010 mainly due to deferred tax arising on the acquisition of Vodacom.
Current assets 14,219 13,029
Total assets 156,985 152,699 Other current liabilities
The increase in other current liabilities from £13.8 billion at 31 March 2009 to
Total equity shareholders’ funds 90,381 86,162 £14.6 billion at 31 March 2010 was primarily due to foreign exchange differences
Total non-controlling interests 429 (1,385) arising on translation of liabilities in foreign subsidiaries and joint ventures. Trade
Total equity 90,810 84,777 payables at 31 March 2010 were equivalent to 31 days (2009: 38 days) outstanding,
calculated by reference to the amount owed to suppliers as a proportion of the
Liabilities amounts invoiced by suppliers during the year.
Borrowings
Long-term 28,632 31,749 Contractual obligations and contingencies
Short-term 11,163 9,624 A summary of our principal contractual financial obligations is shown below. Further
Taxation liabilities details on the items included can be found in the notes to the consolidated financial
Deferred tax liabilities 7,377 6,642 statements. Details of the Group’s contingent liabilities are included in note 29 to the
Current taxation liabilities 2,874 4,552 consolidated financial statements.
Other non-current liabilities 1,550 1,584
Other current liabilities 14,579 13,771 Payments due by period £m
Total liabilities 66,175 67,922 Contractual obligations(1) Total <1 year 1-3 years 3-5 years >5 years
Total equity and liabilities 156,985 152,699 Borrowings(2) 47,527 12,198 7,858 9,443 18,028
Operating lease
commitments(3) 6,243 1,200 1,682 1,126 2,235
Assets Capital
Intangible assets commitments(3)(4) 2,019 1,862 126 31 –
At 31 March 2010 our intangible assets were £74.3 billion with goodwill comprising Purchase
the largest element at £51.8 billion (2009: £54.0 billion). The increase in intangible commitments 3,372 2,216 724 189 243
assets resulting from the acquisition of Vodacom and the £1.5 billion of additions was Total contractual
offset by amortisation of £3.5 billion and net impairment losses of £2.1 billion. cash obligations(1) 59,161 17,476 10,390 10,789 20,506

Property, plant and equipment Notes:

(1) The above table of contractual obligations excludes commitments in respect of options
Property, plant and equipment increased from £19.3 billion at 31 March 2009 to over  interests in Group businesses held by non-controlling shareholders (see “Option
£20.6 billion at 31 March 2010 predominantly as a result of £5.0 billion of additions agreements and similar arrangements”) and obligations to pay dividends to non-controlling
and £1.6 billion in relation to acquisitions which more than offset the £4.5 billion of shareholders (see “Dividends from associates and to non-controlling shareholders”). The
table excludes current and deferred tax liabilities and obligations under post employment
depreciation charges. benefit schemes, details of which are provided in notes 6 and 23 to the consolidated financial
statements respectively.
Investments in associates (2) See note 22 to the consolidated financial statements.
(3) See note 28 to the consolidated financial statements.
Investments in associates increased from £34.7 billion at 31 March 2009 to (4) Primarily related to network infrastructure.
£36.4 billion at 31 March 2010 mainly as a result of our share of the results of
associates, after deductions of interest, tax and non-controlling interest which
contributed £4.7 billion to the increase, mainly arising from our investment in
Equity dividends
Verizon Wireless, and was partially offset by £1.4 billion of dividends received and The table below sets out the amounts of interim, final and total cash dividends paid
unfavourable foreign exchange movements of £1.1 billion. or, in the case of the final dividend for the 2010 financial year, proposed, in respect of
each financial year.
Other non-current assets
Pence per ordinary share
Other non-current assets mainly relate to other investments which totalled £7.6
Year ended 31 March Interim Final Total
billion at 31 March 2010 compared to £7.1 billion at 31 March 2009. The increase was
2006 2.20 3.87 6.07
primarily as a result of an increase in the listed share price of China Mobile.
2007 2.35 4.41 6.76
2008 2.49 5.02 7.51
Current assets
2009 2.57 5.20 7.77
Current assets increased to £14.2 billion at 31 March 2010 from £13.0 billion at
2010 2.66 5.65(1) 8.31
31 March 2009.
Note:
(1) The final dividend for the year ended 31 March 2010 was proposed on 18 May 2010 and is payable
Total equity and liabilities on 6 August 2010 to holders on record as of 4 June 2010. For american depositary share (‘ADS’)
Total equity shareholders’ funds holders the dividend will be payable in US dollars under the terms of the ADS depositary
agreement. Dividend payments on ordinary shares will be paid by direct credit into a nominated
Total equity shareholders’ funds increased from £86.2 billion at 31 March 2009 to bank or building society account or, alternatively, into the Company’s dividend reinvestment
£90.4 billion at 31 March 2010. The increase comprises primarily the profit for the plan. The Company no longer pays dividends in respect of ordinary shares by cheque.
year of £8.6 billion less equity dividends of £4.1 billion.

40 Vodafone Group Plc Annual Report 2010

 Performance

We provide returns to shareholders through dividends and have historically paid Dividends received from associates and investments increased by 108.9% to £1,577
dividends semi-annually, with a regular interim dividend in respect of the first six million primarily due to the timing of the Verizon Wireless dividend, US$250 million
months of the financial year payable in February and a final dividend payable in of which had been deferred from 2009 financial year, and the increase in the dividend
August. The directors expect that we will continue to pay dividends semi-annually. agreed at the time of the Alltel acquisition.

In November 2009 the directors announced an interim dividend of 2.66 pence per Net interest payments increased by 20.4% to £1,406 million primarily due to higher
share representing a 3.5% increase over last year’s interim dividend. The directors are average net debt and a proportionate increase in the amount of ZAR and INR
proposing a final dividend of 5.65 pence per share representing an 8.7% increase over denominated debt and an increase in cash payments relating to interest on the
last year’s final dividend. Total dividends for the year increased by 7% to 8.31 pence settlement of outstanding tax issues. The interest payments resulting from the 13.4%
per share. increase in average net debt at month end accounting dates and the change in our
currency mix of net debt towards ZAR and INR denominated debt was partially offset
The directors intend that dividend per share growth will be at least 7% per annum for by  a reduction in underlying interest rates given our preference for floating
the next three financial years ending on 31 March 2013 assuming no material adverse rate borrowing.
foreign exchange movements. We expect that total dividends per share will therefore
be no less than 10.18p for the 2013 financial year. See page 37 for the assumptions 2010 2009
underlying this expectation. £m £m %
Cash generated by operations 15,337 14,634 4.8

Liquidity and capital resources Cash capital expenditure(1) (5,986) (6,233)

The major sources of Group liquidity for the 2010 and 2009 financial years were cash Disposal of intangible assets and property
generated from operations, dividends from associates and borrowings through short- plant and equipment 48 317
term and long-term issuances in the capital markets. We do not use non-consolidated Operating free cash flow 9,399 8,718 7.8
special purpose entities as a source of liquidity or for other financing purposes.
Taxation (2,273) (2,421)
Our key sources of liquidity for the foreseeable future are likely to be cash generated Dividends from associates and
from operations and borrowings through long-term and short-term issuances in the investments(2) 1,577 755
capital markets as well as committed bank facilities. Dividends paid to non-controlling
shareholders in subsidiaries (56) (162)
Our liquidity and working capital may be affected by a material decrease in cash flow Net interest paid (1,406) (1,168)
due to factors such as reduced operating cash flow resulting from further possible Free cash flow 7,241 5,722 26.5
business disposals, increased competition, litigation, timing of tax payments and the
resolution of outstanding tax issues, regulatory rulings, delays in the development Acquisitions and disposals(3) (2,683) (1,450)
of new services and networks, licence and spectrum payments, inability to receive Licence and spectrum payments (989) (735)
expected revenue from the introduction of new services, reduced dividends from Amounts received from
associates and investments or increased dividend payments to non-controlling non-controlling shareholders(4) 613 618
shareholders. Please see the section titled “Principal risk factors and uncertainties” Equity dividends paid (4,139) (4,013)
on pages 38 and 39. In particular, we continue to expect significant cash payments Purchase of treasury shares – (963)
and associated interest payments in relation to long standing tax issues. Foreign exchange and other 864 (8,255)
Net debt decrease/(increase) 907 (9,076)
We are also party to a number of agreements that may result in a cash outflow in Opening net debt (34,223) (25,147)
future periods. These agreements are discussed further in “Option agreements and Closing net debt (33,316) (34,223) (2.7)
similar arrangements” at the end of this section.
Notes:
(1) Cash paid for purchase of intangible assets, other than licence and spectrum payments, and
Wherever possible, surplus funds in the Group (except in Albania, Egypt, India and property, plant and equipment.
Vodacom) are transferred to the centralised treasury department through repayment (2) Year ended 31 March 2010 includes £389 million (2009:£303 million) from our interest in SFR
and £1,034 million (2009: £333 million) from our interest in Verizon Wireless.
of borrowings, deposits, investments, share purchases and dividends. These are then (3) Year ended 31 March 2010 includes net cash and cash equivalents paid of £1,777 million (2009:
loaned internally or contributed as equity to fund our operations, used to retire £1,360 million) and assumed debt of £906 million (2009: £78 million). The year ended 31 March
external debt, invested externally or used to pay dividends. 2009 also includes a £12 million increase in net debt in relation to the change in consolidation
status of Safaricom from a joint venture to an associate.
(4) Year ended 31 March 2010 includes £613 million (2009: £591 million) in relation to Qatar.
Cash flows
Free cash flow increased by 26.5% to £7,241 million due to increased cash generated Dividends from associates and to non-controlling shareholders
by operations, dividends received and lower taxation payments partially offset by Dividends from our associates are generally paid at the discretion of the Board of
higher interest payments. The Group invested £989 million in licences and spectrum directors or shareholders of the individual operating and holding companies and
including £223 million in respect of Turkey and £549 million in respect of Qatar, the we have no rights to receive dividends except where specified within certain of
latter of which was funded through the initial public offering in Qatar discussed on the Group’s shareholders’ agreements such as with SFR, our associate in France.
page 42. Similarly, we do not have existing obligations under shareholders’ agreements to
pay dividends to non-controlling interest partners of our subsidiaries or joint
Cash generated by operations increased by 4.8% to £15,337 million primarily driven ventures, except as specified below. Included in the dividends received from
by foreign exchange and working capital improvements. Cash capital expenditure associates and investments is an amount of £1,034 million (2009: £333 million)
decreased by £247 million primarily due to lower expenditure in India partially offset received from Verizon Wireless. Until April 2005 Verizon Wireless’ distributions
by higher reported spend in South Africa following the change from proportionate were determined by the terms of the partnership agreement distribution policy
to full consolidation of Vodacom during the year. Capital intensity in Europe and and comprised income distributions and tax distributions. Since April 2005 tax
Common Functions was 11.3%. distributions have continued. Current projections forecast that tax distributions will
not be sufficient to cover the US tax liabilities arising from our partnership interest
Payments for taxation decreased by £148 million primarily due to the one-time in Verizon Wireless until 2015. However the tax distributions are expected to be
benefit of additional tax deductions in Italy offset by increased tax payments in the sufficient to cover the net tax liabilities of the Group’s US holding company.
US and the impact of the full consolidation of Vodacom.
Following the announcement of Verizon Wireless’ acquisition of Alltel, certain
additional tax distributions were agreed. Under the terms of the partnership
agreement the Verizon Wireless board has no obligation to effect additional

Vodafone Group Plc Annual Report 2010 41

Financial position and resources continued
distributions above the level of the tax distributions. However the Verizon Wireless Treasury shares
board has agreed that it will review distributions from Verizon Wireless on an annual The Companies Act 2006 permits companies to purchase their own shares out of
basis. When considering whether distributions will be made each year, the Verizon distributable reserves and to hold shares in treasury. While held in treasury, no voting
Wireless board will take into account its debt position, the relationship between rights or pre-emption rights accrue and no dividends are paid in respect of treasury
debt levels and maturities and overall market conditions in the context of the five shares. Treasury shares may be sold for cash, transferred (in certain circumstances)
year business plan. It is expected that Verizon Wireless’ free cash flow will be for the purposes of an employee share scheme or cancelled. If treasury shares are
deployed in servicing and reducing debt in the near term. The 2010 financial year sold, such sales are deemed to be a new issue of shares and will accordingly count
benefited from a US$250 million gross tax distribution deferred from the 2009 towards the 5% of share capital which the Company is permitted to issue on a non
financial year to April 2009. pre-emptive basis in any one year as approved by its shareholders at the AGM. The
proceeds of any sale of treasury shares up to the amount of the original purchase
During the year ended 31 March 2010 cash dividends totalling £389 million (2009: price, calculated on a weighted average price method, is attributed to distributable
£303 million) were received from SFR. Following SFR’s purchase of Neuf Cegetel it profits which would not occur in the case of the sale of non-treasury shares. Any
was agreed that SFR would partially fund debt repayments by a reduction in excess above the original purchase price must be transferred to the share premium
dividends between 2009 and 2011 inclusive. account. The Company did not repurchase any of its own shares between 1 April
2009 and 31 March 2010.
Verizon Communications Inc. has an indirect 23.1% shareholding in Vodafone Italy
and under the shareholders’ agreement the shareholders have agreed to take Shares purchased are held in treasury in accordance with sections 724 to 732 of the
steps to cause Vodafone Italy to pay dividends at least annually, provided that such Companies Act 2006. The movement in treasury shares during the 2010 financial
dividends will not impair the financial condition or prospects of Vodafone Italy year is shown below:
including, without limitation, its credit standing. During the 2010 financial year
Vodafone Italy paid dividends net of withholding tax totalling €626 million to Number
Verizon Communications Inc. Million £m
1 April 2009 5,322 8,036
The Vodafone Essar shareholders’ agreement provides for the payment of dividends Reissue of shares (149) (189)
to non-controlling partners under certain circumstances but not before May 2011. Other (27) (37)
31 March 2010 5,146 7,810
Given Vodacom’s strong financial position and cash flow generation, the Vodacom
board has decided to increase its dividend payout ratio from 40% to approximately Funding
60% of headline earnings for the year ended March 2011. We have maintained a robust liquidity position throughout the year thereby enabling
us to service shareholder returns, debt and expansion through capital investment.
Acquisitions This position has been achieved through continued delivery of strong operating cash
We invested a net £1,777(1) million in acquisition activities during the year ended flows, the impact of the working capital reduction programme, issuances on short-
31 March 2010. An analysis of the significant transactions in the 2010 financial year term and long-term debt markets and non-recourse borrowing assumed in respect
including changes to our effective shareholding is shown in the table below. of the emerging market business. It has not been necessary for us to draw down on
Further details of the acquisitions are provided in note 26 to the consolidated our committed bank facilities during the year.
financial statements.
Net debt
£m
Our consolidated net debt position at 31 March was as follows:
Vodacom (15%) 1,577
Other net acquisitions and disposals, including investments 200 2010 2009
Total 1,777 £m £m
Note: Cash and cash equivalents(1) 4,423 4,878
(1) Amounts are shown net of cash and cash equivalents acquired or disposed.
Short-term borrowings:
On 20 April 2009 we acquired an additional 15.0% stake in Vodacom for cash Bonds (1,174) (5,025)
consideration of ZAR 20.6 billion (£1.6 billion). On 18 May 2009 Vodacom became a Commercial paper(2) (2,563) (2,659)
subsidiary following the listing of its shares on the Johannesburg Stock Exchange and Put options over non-controlling interests (3,274) –
concurrent termination of the shareholder agreement with Telkom SA Limited, the Bank loans (3,460) (893)
seller and previous joint venture partner. During the period from 20 April 2009 to 18 Other short-term borrowings(1) (692) (1,047)
May 2009 the Group continued to account for Vodacom as a joint venture, (11,163) (9,624)
proportionately consolidating 65% of the results of Vodacom.
Long-term borrowings:
On 10 May 2009 Vodafone Qatar completed a public offering of 40.0% of its Put options over non-controlling interests (131) (3,606)
authorised share capital raising QAR3.4 billion (£0.6 billion). The shares were listed Bonds, loans and other long-term borrowings (28,501) (28,143)
on the Qatar Exchange on 22 July 2009. Qatar launched full services on its network (28,632) (31,749)
on 7 July 2009.
Other financial instruments(3) 2,056 2,272
On 9 June 2009 Vodafone Australia completed its merger with Hutchison 3G Australia Net debt (33,316) (34,223)
to form a 50:50 joint venture, Vodafone Hutchison Australia Pty Limited, which, in due
Notes:
course, will market its products and services solely under the Vodafone brand. To (1) At 31 March 2010 the amount includes £604 million (2009: £691 million) in relation to collateral
equalise the value difference between the respective businesses Vodafone will support agreements.
receive a deferred payment of AUS$500 million which is expected to be received in (2) At 31 March 2010 US$245 million was drawn under the US commercial paper programme and
amounts of €2,491 million, £161 million and US$33 million were drawn under the euro
the 2011 financial year. The combined business is proportionately consolidated as a commercial paper programme.
joint venture. (3) Comprises i) mark-to-market adjustments on derivative financial instruments which are included
as a component of trade and other receivables (2010: £2,128 million; 2009: £2,707 million) and
trade and other payables (2010: £460 million; 2009: £435 million) and ii) short-term investments
In December 2009 we acquired a 49% interest in each of two companies that hold in index linked government bonds included as a component of other investments (2010: £388
indirect equity interests in Vodafone Essar Limited following the partial exercise of million; 2009: £nil). These government bonds have less than six years to maturity, can be readily
options which are described under “Option agreements and similar arrangements” converted into cash via the repurchase market and are held on an effective floating rate basis.
on page 44. As a result we increased our aggregate direct and indirect equity interest
in Vodafone Essar Limited from 51.58% to 57.59%.

42 Vodafone Group Plc Annual Report 2010

 Performance

At 31 March 2010 we had £4,423 million of cash and cash equivalents which are held In the year ended 31 March 2010 bonds with a nominal value equivalent of £3.9 billion
in accordance with our treasury policy. at the relevant 31 March 2010 exchange rates were issued under the US shelf and the
euro medium-term note programme. The bonds issued during the year were:
We hold cash and liquid investments in accordance with the counterparty and
settlement risk limits of the Board approved treasury policy. The main forms of liquid Nominal Sterling
investments at 31 March 2010 were money market funds, commercial paper and amount equivalent
Date of bond issue Maturity of bond Million Million
bank deposits.
April 2009 November 2012 €250 229
June 2009 December 2017 £600 600
Net debt decreased by £907 million to £33,316 million primarily due to the impact of
June 2009 June 2014 US$1,250 780
foreign exchange rate movements which decreased net debt by £1,038 million. The
June 2009 June 2019 US$1,250 780
£7,241 million free cash flow generated during the year was primarily used to fund
November 2009 November 2015 US$500 329
£4,139 million of dividend payments to shareholders, the additional stake in Vodacom
January 2010 January 2022 €1,250 1,113
purchased during the year as well spectrum purchases in Turkey, Egypt and Italy. Net
debt represented 41.6% of our market capitalisation at 31 March 2010 compared with
53.1% at 31 March 2009. Average net debt at month end accounting dates over the At 31 March 2010 we had bonds outstanding with a nominal value of £21,963 million
12 month period ended 31 March 2010 was £32,280 million and ranged between (2009: £23,754 million).
£30,363 million and £34,001 million during the year.
Committed facilities
The cash received from collateral support agreements mainly reflects the value The following table summarises the committed bank facilities available to us at
of our interest rate swap portfolio which is substantially net present value positive. 31 March 2010.
See note 21 to the consolidated financial statements for further details on
these agreements. Committed bank facilities Amounts drawn
29 July 2008
Credit ratings US$4.1 billion revolving credit No drawings have been made against
Consistent with the development of our strategy we target, on average, a low single facility, maturing 28 July 2011 this facility. The facility supports our
A long-term credit rating. As of 17 May 2010 the credit ratings were as follows: commercial paper programmes and may
be used for general corporate purposes
Rating agency Rating date Type of debt Rating Outlook including acquisitions.
Standard & Poor’s 30 May 2006 Short-term A-2
30 May 2006 Long-term A- Negative 24 June 2005
Moody’s 30 May 2006 Short-term P-2 US$5 billion revolving credit No drawings have been made against
16 May 2007 Long-term Baa1 Stable facility, maturing 22 June 2012 this facility. The facility supports our
Fitch Ratings 30 May 2006 Short-term F2 commercial paper programmes and may
30 May 2006 Long-term A- Negative be used for general corporate purposes
including acquisitions.
Our credit ratings enable us to have access to a wide range of debt finance including
commercial paper, bonds and committed bank facilities. Credit ratings are not a 21 December 2005
recommendation to purchase, hold or sell securities in as much as ratings do not ¥258.5 billion term credit facility, The facility was drawn down in full on
comment on market price or suitability for a particular investor and are subject to maturing 16 March 2011, entered 21 December 2005. The facility is
revision or withdrawal at any time by the assigning rating organisation. Each rating into by Vodafone Finance K.K. available for general corporate purposes,
should be evaluated independently. and guaranteed by the Company although amounts drawn must be on-lent
to the Company.
Commercial paper programmes
We currently have US and euro commercial paper programmes of US$15 billion and 16 November 2006
£5 billion respectively which are available to be used to meet short-term liquidity €0.4 billion loan facility, The facility was drawn down in full on
requirements. At 31 March 2010 amounts external to the Group of €2,491 million maturing 14 February 2014 14 February 2007. The facility is available
(£2,219 million), £161 million and US$33 million (£22 million) were drawn under the for financing capital expenditure in our
euro commercial paper programme and US$245 million (£161 million) was drawn Turkish operating company.
down under the US commercial paper programme, with such funds being provided
by counterparties external to the Group. At 31 March 2009 US$1,412 million (£987 28 July 2008
million) was drawn under the US commercial paper programme and €1,340 million €0.4 billion loan facility, The facility was drawn down in full on
(£1,239 million), £357 million and US$108 million (£76 million) was drawn under the maturing 12 August 2015 12 August 2008. The facility is available for
euro commercial paper programme. The commercial paper facilities were supported financing the roll out of converged fixed
by US$9.1 billion (£6.4 billion) of committed bank facilities (see “Committed mobile broadband telecommunications.
facilities”), comprised of a US$4.1 billion revolving credit facility that matures on 28
July 2011 and a US$5 billion revolving credit facility that matures on 22 June 2012. 14 September 2009
At 31 March 2010 and 31 March 2009 no amounts had been drawn under either €0.4 billion loan facility, available No drawings have been made against
bank facility. for 18 months, repayment is the this facility. The facility is available for
seventh year anniversary of the financing capital expenditure in our
Bonds first advance drawn within German operations.
We have a €30 billion euro medium-term note programme and a US shelf programme the availability period ending
which are used to meet medium to long-term funding requirements. At 31 March March 2011
2010 the total amounts in issue under these programmes split by currency were
US$13.2 billion, £2.6 billion, €11.8 billion and £0.2 billion sterling equivalent of 29 September 2009
other currencies. US$0.7 billion export credit No drawings have been made against this
agency loan facility, maturing facility. The facility is available for financing
16 September 2018 eligible Swedish goods and services.

Vodafone Group Plc Annual Report 2010 43

Financial position and resources continued
Under the terms and conditions of the US$9.1 billion committed bank facilities
lenders have the right, but not the obligation, to cancel their commitments and have
outstanding advances repaid no sooner than 30 days after notification of a change
of control. This is in addition to the rights of lenders to cancel their commitment if we
commit an event of default; however it should be noted that a material adverse
change clause does not apply.
The facility agreements provide for certain structural changes that do not affect the
obligations to be specifically excluded from the definition of a change of control.
Substantially the same terms and conditions apply in the case of Vodafone Finance
K.K.’s ¥258.5 billion term credit facility although the change of control provision is
applicable to any guarantor of borrowings under the term credit facility. Additionally,
the facility agreement requires Vodafone Finance K.K. to maintain a positive tangible
net worth at the end of each financial year. As of 31 March 2010 the Company was
the sole guarantor.
The terms and conditions of the €0.4 billion loan facility maturing on 14 February
2014 are similar to those of the US$9.1 billion committed bank facilities with the
addition that, should our Turkish operating company spend less than the equivalent
of €0.8 billion on capital expenditure, we will be required to repay the drawn amount
of the facility that exceeds 50% of the capital expenditure.
The terms and conditions of the €0.4 billion loan facility maturing 12 August 2015 are
similar to those of the US$9.1 billion committed bank facilities with the addition that,
should our Italian operating company spend less than the equivalent of €1.5 billion
on capital expenditure, we will be required to repay the drawn amount of the facility
that exceeds 18% of the capital expenditure.
The loan facility agreed on 15 September 2009 provides up to €0.4 billion of seven
year term finance for the Group’s virtual digital subscriber line (‘VDSL’) project in
Germany. The facility is available for drawing up until 15 March 2011. The terms and
conditions are similar to those of the US$9.1 billion committed bank facilities with the
addition that should the Group’s German operating company spend less than the
equivalent of €0.8 billion on VDSL related capital expenditure, the Group will be
required to repay the drawn amount of the facility that exceeds 50% of the VDSL
capital expenditure.
The Group entered into an export credit agency loan agreement on 29 September
2009 for US$0.7 billion. The terms and conditions of the facility are similar to those
of the US$9.1 billion committed bank facilities with the addition that the Company is
permitted to draw down under the facility based on the eligible spend with Ericsson
up until the final drawdown date of 30 June 2011. Quarterly repayments of any drawn
balance commence on 30 June 2010 with a final maturity date of 16 September 2018.
Option agreements and similar arrangements
Potential cash outflows
In respect of our interest in the Verizon Wireless partnership, an option granted to
Price Communications, Inc. by Verizon Communications Inc. was exercised on 15
August 2006. Under the option agreement Price Communications, Inc. exchanged
its preferred limited partnership interest in Verizon Wireless of the East LP for
29.5  million shares of common stock in Verizon Communications Inc. Verizon
Communications Inc. has the right, but not the obligation, to contribute the preferred
interest to the Verizon Wireless partnership diluting our interest. However we also
have the right to contribute further capital to the Verizon Wireless partnership in
order to maintain our percentage partnership interest. Such amount, if contributed,
would be US$0.8 billion.
Our aggregate direct and indirect interest in Vodafone Essar Limited, our Indian
operating company, is 57.59% at 31 March 2010. We have call options to acquire
shareholdings in three companies which indirectly own a further 9.39% interest in
Vodafone Essar Limited. The shareholders of these companies also have put options
which, if exercised, would require us to purchase the remaining shares in the
respective company. If these options were exercised, which can only be done in
accordance with Indian law prevailing at the time of exercise, we would have a direct
and indirect interest of 66.98% in Vodafone Essar Limited.
We also granted put options exercisable between 8 May 2010 and 8 May 2011 to
members of the Essar group of companies that, if exercised, would allow the Essar
group to sell its 33% shareholding in Vodafone Essar Limited for US$5 billion or to sell
up to US$5 billion worth of Vodafone Essar Limited shares at an independently
appraised fair market value.
Off-balance sheet arrangements
We do not have any material off-balance sheet arrangements as defined in item 5.E.2.
of the SEC’s Form 20-F. Please refer to notes 28 and 29 to the consolidated financial
statements for a discussion of our commitments and contingent liabilities.
Quantitative and qualitative disclosures about market risk
A discussion of our financial risk management objectives and policies and the
exposure of the Group to liquidity, market and credit risk is included within note 21 to
the consolidated financial statements.

Furthermore, certain of our subsidiaries are funded by external facilities which are
non-recourse to any member of the Group other than the borrower due to the level
of country risk involved. These facilities may only be used to fund their operations. At
31 March 2010 Vodafone India had facilities of INR 257 billion (£3.8 billion) of which
INR 169 billion (£2.5 billion) is drawn. Vodafone Egypt has a partly drawn EGP 1 billion
(£120 million) syndicated bank facility of EGP 4.0 billion (£478 million) that matures
in March 2014 and Vodacom had fully drawn facilities of ZAR 10.8 billion (£1 billion),
US$103 million (£68 million) and TZS 54 billion (£26 million).

In aggregate we have committed facilities of approximately £15,057 million, of which

£8,457 million was undrawn and £6,601 million was drawn at 31 March 2010.

We believe that we have sufficient funding for our expected working capital
requirements for at least the next 12 months. Further details regarding the maturity,
currency and interest rates of the Group’s gross borrowings at 31 March 2010 are
included in note 22 to the consolidated financial statements.

Financial assets and liabilities

Analyses of financial assets and liabilities including the maturity profile of debt,
currency and interest rate structure are included in notes 18 and 22 to the
consolidated financial statements. Details of our treasury management and policies
are included within note 21 to the consolidated financial statements.

44 Vodafone Group Plc Annual Report 2010


Corporate responsibility
Our approach to Corporate Responsibility (‘CR’) is to engage with stakeholders to understand their expectations on
the issues most important to them and respond with appropriate targets, programmes and reports on progress. We
understand that responsible behaviour is key to building and maintaining trust in our brand.
More detail on CR performance for the year ended 31 March 2010 will be available in our 2010 sustainability report
and at www.vodafone.com/responsibility.
During the year our 2009 CR report won the Corporate Register Reporting Award
for the best report. We are included in the FTSE4Good and Dow Jones Sustainability
Index and rated first in the Tomorrow’s Value Rating of the sustainability
performance of the telecommunications sector.
Strategy
There is increasing interest in how businesses are addressing the challenges of
sustainability. Our licences to operate are granted by governments that seek
evidence of responsible business practices. Our research shows that consumers are
becoming more concerned about sustainability. Ethical investors and non-
government organisations remain focused on issues, such as supply chain standards
and privacy, and our corporate customers seek information on our performance
through questionnaires and meetings.
CR is relevant across all aspects of our activities and therefore we seek integration
into all key business processes. The CR strategy focuses on CR issues material to the
Group and has the following main strands:
■■ to capture the potential of mobile communications to bring socio-economic value
in both emerging economies and developed markets through broadening access
to communications to all sections of society;
■■ to deliver against stakeholder expectations on the key areas of climate change,
a  safe and responsible internet experience and sustainable products and
services; and
■■ to ensure our business practices are implemented responsibly, underpinned by
our business principles.
Key CR strategic objectives
Core initiative:
Access to communications
Safe and responsible Climate change Sustainable
internet experience products and
services
Supported by responsible business practices
Underpinned by values, principles and behaviours
CR governance
Our main focus is on implementing our CR programme across local operating
companies. For the purposes of this section of the annual report “operating companies”
refers to the Group’s operating subsidiaries and the Group’s joint venture
in Italy. Vodacom, Ghana and Qatar are currently not consolidated in our CR reporting
system but we intend to include them in reporting for the 2011 financial year. We
recognise that we also have influence with joint ventures, associates, investments,
partner markets and outsourcing partners.
Our approach to CR is underpinned by our business principles which cover, amongst
other things, the environment, employees, individual conduct, community
and society. During the year the business principles were reviewed and updated. We
have also created a code of conduct which provides a practical guide for employees in
relation to how to comply with the business principles. The new business principles and
the Vodafone code of conduct will be communicated during the 2011 financial year.
The Executive Committee receives a formal update on CR twice a year and the Board
continues to receive an annual presentation on CR. A CR management structure is
established in each local operating company and CR performance is closely
Performance
monitored and reported at most local operating company boards on a regular basis.
CR is also integrated into our risk management processes, such as the formal annual
confirmation provided by each local operating company detailing the operation of
their controls system.
These processes are supported by stakeholder engagement which helps us to ensure
we are aware of the issues relevant to the business and to provide a clear
understanding of expectations of performance. Stakeholder consultations take place
with customers, investors, employees, suppliers, the communities where we operate
and where networks are based, governments, regulators and non-governmental
organisations. Established in 2007 the Vodafone Corporate Responsibility Expert
Advisory Panel comprises opinion leaders who are experts on CR issues important to
Vodafone. The Panel met once during the 2010 financial year and discussed the
progress made on identifying low carbon product and service opportunities, and
customer privacy issues.
Our CR programme and selected performance information, as reported in the Group’s
2010 sustainability report, will be independently assured by KPMG using the
International Standard on Assurance Engagements (‘ISAE 3000’). The assurance
process assesses our adherence to the AA1000 AccountAbility Principles Standard
(‘AA1000APS’) addressing inclusiveness, materiality and responsiveness, and the
reliability of selected performance information. KPMG’s assurance statement outlining
the specific assurance scope, procedures and assurance conclusions will be
published in our 2010 sustainability report.
For the 2010 financial year our CR reporting comprises online information on CR
programmes and a performance report. Nine operating companies have produced
their own CR reports during the 2010 financial year.
Information regarding our employees including diversity, inclusion, health, safety and
wellbeing can be found in “People” on page 22.
Performance in the 2010 financial year
Access to communications
Our access to communications strategy continues to focus on responding to the
needs of customers in emerging markets and increasing the accessibility of our
products and services across demographics and individual capabilities.
Emerging markets
We have aligned the opportunity from mobile products and services in emerging
markets to the United Nations’ Millennium Development Goals – a blueprint agreed
to by all the world’s countries and leading development institutions to meet the
needs of the world’s poorest. Under this framework we set a target to “be recognised
as a communications company making one of the most significant contributions to
achieving the Millennium Development Goals (‘MDGs’) by 2015.”
We have continued to support our local markets to develop commercial products
and services with high social value through our social investment fund (‘SIF’). In the
2010 financial year we adapted the fund criteria to identify propositions that
contribute to one or more of the MDGs and eight projects were conducted under the
SIF the majority of which are relevant to MDG goals such as “eradicate extreme
poverty and hunger” and “combat HIV/AIDS, malaria and other diseases”.
In February 2010 we announced the launch of Vodafone 150, an extremely affordable
handset that retails unsubsidised at below US$15 depending on the local market.
These innovations reduce the cost barriers to the adoption of mobile communication
making new technologies available in developing countries – a target under the
MDGs. In the 2010 financial year we shipped 5.4 million Vodafone branded handsets.
Approximately 55% of these cost less than US$50.
Vodafone Group Plc Annual Report 2010 45
Corporate responsibility continued
Further to the rapid take-up of affordable handsets we commissioned research
to  better understand their socio-economic impact in India which quantified
benefits  for customers such as reduced transport costs and increased
employment opportunities.
Our mobile money transfer product, named “M-PESA” in Kenya and Tanzania and
“M-Paisa” in Afghanistan, continued to grow during the 2010 financial year in terms
of customers, transactions and the volume of money moved. Across our markets
there are 13 million registered customers who moved US$3.6 billion during the 2010
financial year.
Accessibility
We commissioned research to better understand the market sizes for accessible
products and services. The research showed that age is closely correlated to
capability loss and that we need to consider propositions that cater for multiple minor
disabilities rather than only targeting a single capability loss.
Our centre of excellence for accessibility, led by Vodafone Spain, continues to
develop the portfolio of accessible products and services. During the year a new
wireless loopset was trialled in collaboration with Nokia and Oticon and we launched
a new online training course for employees to raise awareness on disabilities
and the products and services that we offer our customers. Our markets in Egypt,
Germany, Portugal and Italy also launched new products and services for the deaf
and hearing impaired.
Safe and responsible internet experience
Our reputation depends on earning and maintaining the trust of our customers. The
way we deal with certain key consumer issues directly impacts trust in the business.
These issues include responsible delivery of age-sensitive content and services, mobile
advertising and protecting customers’ privacy.
Responsible delivery of content and services
We continue to be heavily involved in industry work in this area. Having implemented
age-restricted content controls in the markets where such content is provided our work
is focused on providing a safe and responsible internet experience when using new
media applications. These have particular relevance to the mobile communications
sector and have formed a key part of our activities during the 2010 financial year:
■■ In October 2009 we launched the first comprehensive website to help parents
play an active and essential role in their children’s digital world and better
understand their use of mobiles, and online social media. The Vodafone Parents’
Guide (www.vodafone.com/parents) offers up-to-date guidance on challenging
issues such as children’s excessive use of technology, managing their reputations
and online identities in social media, safe access to location-based technology,
cyber-bullying and the risks of meeting strangers online.
■■ Together with other industry partners we have continued to develop the Teachtoday
website (www.teachtoday.eu) providing advice for teachers and students to help
create a safer online environment for children and young people.
■■ Vodafone continued to be a board member of the newly formed UK Council for Child
Internet Safety (‘UKCCIS’). Board members include senior figures from government,
industry, charities, academia and law enforcement. The board sets direction at a
strategic level and there are a number of working groups including the industry and
expert research panels in which we play an active role.
Consumer privacy and freedom of expression
We know that users increasingly wish to exercise control over how their personal
information is made available and recognise the need to ensure that internet commerce
over mobile and new business models, such as advertising, gains the trust of both
consumers and regulators. We seek to ensure that our products and services are
designed to address privacy risks and concerns, particularly those associated with social
networking and media, as well as location-enabled applications and services.
To make our commitment to our customers’ privacy clearer to our staff, customers and
external stakeholders, we are developing a set of core principles that will become a part
of our global privacy policy. These will form the basis of all of our privacy standards and
provide guidance on a wide range of privacy issues across our business.
In October 2009 we launched Vodafone 360, a new internet proposition which can
be accessed by mobile or PC. Among the many features of Vodafone 360 is a rich
visual address book that provides users with many ways to communicate including
aggregating their social networks into one view, showing who’s connected to whom
46 Vodafone Group Plc Annual Report 2010
and enabling them to share their locations. Vodafone 360 was developed with users’
privacy and safety uppermost in mind: mechanisms which promote safe and
appropriate usage, and protect users’ privacy, are core to the proposition. In particular,
users can review their profile and manage what, if any, information they wish to share
with their groups of contacts on a single, easy-to-use ‘privacy settings’ page on the
web, and from a privacy widget on the mobile device.
We have continued to work on the issues of privacy and freedom of expression in the
human rights context throughout the financial year. In particular, we are now finalising
a global policy on the way we provide assistance to Government law enforcement
authorities to ensure respect for the human rights of our users.
Climate change
Our climate change strategy has three key elements: limiting our own carbon dioxide
(‘CO2’) emissions, developing products and services to reduce the emissions of our
customers and working with our suppliers to develop joint strategies for CO 2
emissions reduction.
In 2008 we announced that by 2020 we will reduce our CO2 emissions by 50% against
the 2007 financial year baseline which included all operating companies within the
Group throughout the 2007 financial year. We have now restated our target to include
all of our operating companies based in countries obligated under the Kyoto protocol
including those that have joined the Group since 31 March 2007; this reduced the
2007 baseline by 73,000 tonnes. In addition, Vodafone Australia has been removed
from the target as it is no longer a subsidiary. We are now seeking a 50% reduction
against a baseline of 1.04 million tonnes.
The primary strategy to achieve the 50% reduction is through direct reduction in CO2
emissions through the evolution of network technology, investment in energy efficiency
and by making greater use of renewably generated electricity. Energy use associated
with the operation of the network accounts for around 80% of our CO2 emissions. In the
2010 financial year the total energy use of our operations, excluding India, increased by
7.7% to 3,278 GWh. This increase reflects the continued growth of networks in existing
markets. The total CO2 emissions for those operating companies covered by the 50%
reduction target decreased by 9%, to 0.94 million tonnes of CO2.
Climate change strategies and energy intensity targets are being developed for
those  operating companies which are not covered by the 50% target. In India
activities have been focused on improving the quality of data to establish a baseline
and support target setting. The instability and limited coverage of the national electricity
grid requires diesel generation on the majority of sites. We are trialling the use of
onsite micro-renewable generation and the use of batteries as the main power source
to reduce diesel consumption in remote sites where there may be no access to the
electricity grid. The majority of our network sites in India are managed by our joint
venture, Indus Towers. Estimated CO2 data for India has been reported alongside our
consolidated totals for the 2010 financial year and we continue to work with our suppliers
to capture more accurate information.
In the 2010 financial year the total CO2 emissions of our operating companies, excluding
India, were 1.2 million tonnes. The estimated CO2 emissions of our operations in India
were approximately 2.3 million tonnes which includes emissions from the network sites
managed by Vodafone and the network sites managed by third parties, principally
Vodafone’s joint venture, Indus Towers.
In the 2009 financial year we established a target to set joint CO2 reduction strategies
with suppliers accounting for 50% of relevant spend by 2012. The strategies will help
Vodafone, our customers or our suppliers to reduce CO2 emissions.
Sustainable products and services
The information and communications technology (‘ICT’) industry has a major role to play
in delivering wider benefits to society beyond its own operations. Our industry is part of
the solution to the challenge of climate change (www.vodafone.com/carbonconnections)
and can also contribute to more efficient delivery of public services.
In the 2009 financial year we published a report in conjunction with Accenture:
“Carbon connections: quantifying mobile’s role in tackling climate change”. The
report provided detailed, quantified assessments of 13 wireless opportunities
demonstrating that in 2020 these opportunities could save 2.4% of expected EU
emissions or €43 billion in energy costs alone. This would require a billion mobile
connections, 87% of which are machine-to-machine (‘M2M’), connecting one piece
of equipment wirelessly with another. We have established a dedicated M2M service

platform which aims to meet the expected rise in demand for M2M services around
the world as more companies look to improve efficiency. This unit has set a target of
providing ten million carbon reducing M2M connections by 2013. This target has
been restated from the 2009 financial year as we were not able to accurately define
the global baseline.
We have established a new mobile health solutions business unit this year to accelerate
the development of healthcare solutions. Mobile technology offers significant
opportunities to improve the efficiency and effectiveness of health services. Much of
this can be achieved using existing technologies and we are working with healthcare
providers, governments and pharmaceutical companies to fully understand how we
can help.
We are also working to reduce the environmental impact of our products and services
and since November 2009 the Samsung Blue Earth phone has been introduced in
seven of our markets. The phone is designed to be environmentally friendly and has a
full touchscreen and other advanced multimedia features.
We continue to address the reuse and recycling of handsets, accessories and network
equipment and we have worked with suppliers to ensure substances prohibited by the
Restriction of Hazardous Substances Directive are phased out. We comply with the
EU’s Waste Electronic and Electrical Equipment Directive through handset recycling
programmes in all operating companies where it applies. During the 2010 financial
year 1.33 million phones were collected for reuse and recycling through collection
programmes in 15 local operating companies. 5,870 tonnes of network equipment
waste was generated in all operating companies (not including India) with 98% of this
sent for reuse or recycling.
Responsible business practices
Mobile phones, masts and health
We recognise that there is public concern about the safety of radio frequency (‘RF’) fields
from mobile phones and base stations. For authoritative advice on potential health
effects from mobile phones and masts we look to independent reviews of the entire
body of evidence by panels of experts in the field, commissioned by recognised national
or international health agencies. We provide access to such expert reviews of the science
on our website (available at www.vodafone.com/responsibility/mpmh).
We understand that even with the current large body of scientific evidence, the World
Health Organization (‘WHO’) considers there are a few areas where uncertainty
remains and additional research is needed. In 2006 the WHO identified the following
three main areas for additional research: long-term (more than 10 years) exposure to
low-level RF fields, potential health effects of mobile device use in children and the
way the levels of RF fields absorbed are calculated. We continue to contribute to the
funding of independent scientific research in these areas via national and international
research programmes. In 2010 the WHO plans to review again what further research
may still be needed.
We require manufacturers of mobile devices to test for compliance with limits set by
the International Commissions on Non-Ionizing Radiation Protection (‘ICNIRP’) limits
for specific absorption rate (‘SAR’). Depending on the mobile device we require
testing to be performed for use both at the ear and against, or near, the body. We have
been actively engaged with the International Electrotechnical Commission (‘IEC’)
standards organisation to develop a new global protocol for testing phones for use
against, or near, the body. This new IEC standard, to be published in 2010, better
reflects the ways customers now use mobile devices.
Key performance indicators(1)
Vodafone Group
Energy use (GWh) (direct and indirect)
Carbon dioxide emissions (millions of tonnes)
Percentage of energy sourced from renewables
Number of phones collected for reuse and recycling (millions)
Network equipment waste generated (tonnes)
Percentage of network equipment waste sent for reuse or recycling
Notes:
(1) These performance indicators were calculated using actual or estimated data collected by our mobile operating companies. The data is sourced from invoices, purchasing requisitions, direct data
measurement and estimations where required. The carbon dioxide emissions figures are calculated using the kWh/CO2 conversion factor for the electricity provided by the national grid, suppliers or
the International Energy Agency and for other energy sources in each operating company. The data excludes India, Ghana, Qatar and Vodacom. Our joint venture in Italy is included in all years. Amounts
related to the 2008 financial year exclude Tele2 in Italy and Spain.
(2) Australia is excluded as it is no longer a subsidiary; the comparative data for 2009 and 2009 has also been restated.
(3) Amounts related to the 2009 and 2008 financial years have been amended. Refer to the online sustainability report for further information.
Performance
Responsible network deployment
We recognise that network deployment can cause concern to communities, usually
regarding the visual impact of base stations or health issues concerning RF fields.
For many years we have implemented a responsible network deployment policy
covering these issues. In recognition that we are increasingly working with outsourced
partners in delivering the most efficient network we have commissioned an external
party to analyse the systems and controls we have in place to ensure our contractors
meet this policy.
We continue to engage closely with local communities as part of the planning
process for new masts. Our long-term programme of engagement with a range of
stakeholders demonstrates that we place importance on acting responsibly. In
surveys of external stakeholder opinion conducted annually over the last three
years, an average of 83% of respondents regarded Vodafone as acting responsibly
regarding mobile phones, masts and health.
We aim to comply with local planning regulations but are sometimes found to be in
breach. This is normally related to conflicting local, regional or national planning
regulations. During the 2010 financial year we were found to be in breach of planning
regulations relating to 370 of our total 104,344 mast sitings. Fines levied by regulatory
bodies or courts in relation to offences under environmental law or regulations were
approximately £89,000.
Supply chain
We continue to work to improve labour and environmental standards across our supply
chain. This year we reviewed and updated our Code of Ethical Purchasing and Supplier
Evaluation Scorecard. Both now include more stringent labour and environmental
requirements for suppliers. During the 2010 financial year we:
■■ assessed 64 suppliers against our evaluation scorecard on social and
environmental aspects. The scorecard allows us to identify strengths and
weaknesses in our suppliers’ sustainability management and performance
programmes and highlight areas where improvement is needed. Over the last four
years we have evaluated over 638 suppliers; and
■■ carried out 24 on-site evaluations of high risk suppliers. During these visits we
identified 139 areas for improvement, mainly concerning the inadequacy of
practices on health and safety and working hours.
Social investment
The Vodafone Foundation and its network of 27 local operating company and associate
foundations have continued to implement a global social investment programme.
During the 2010 financial year the Company made a charitable grant of £18.0 million to
the Vodafone Foundation. In addition, operating companies made charitable grants
totalling a further £17 million to their foundations and a further £4 million directly to
social causes. Total donations for the year ended 31 March 2010 were £41.7 million
and included donations of £2.7 million towards foundation operating costs.
The Vodafone Foundation made grants to charitable partners engaged in a range of
global projects. Its areas of focus are: utilising mobile technology for the benefit of
all, sport and music as a means of benefiting some of the most disadvantaged young
people and their communities, and disaster relief and preparedness.
The majority of the Vodafone Foundation funds are distributed in grants through
operating company foundations to a variety of local charitable organisations meeting
the needs of the communities in which they operate.
2010(2) 2009(2) 2008(2)
3,278 3,044 2,920
1.21 1.22 1.30
23 19 18
1.33 1.53(3) 1.14(3)
5,870 4,944(3) 4,199
98 97 95
Vodafone Group Plc Annual Report 2010 47
Board of directors and Group management
1 2 3 4
Directors and senior management
Our business is managed by our Board of directors (‘the Board’). Biographical details
of the directors and senior management at 18 May 2010 are as follows:
Board of directors
Chairman
1. Sir John Bond†, aged 68, became Chairman of Vodafone Group Plc in July 2006,
having previously served as a non-executive director of the Board, and is Chairman
of the Nominations and Governance Committee. He is a non-executive director of
A.P. Møller – Mærsk A/S and Shui On Land Limited (Hong Kong SAR). He retired from
the position of Group Chairman of HSBC Holdings plc in May 2006. Previous non-
executive directorships include the London Stock Exchange plc, Orange plc, British
Steel plc, the Court of the Bank of England and Ford Motor Company, USA. He is also
an advisor to Northern Trust in Chicago.
Executive directors
2. Vittorio Colao, Chief Executive, aged 48, was appointed Chief Executive of
Vodafone Group Plc after the AGM on 29 July 2008. He joined the Board in October
2006 as Chief Executive, Europe and Deputy Chief Executive. He spent the early part
of his career as a partner in the Milan office of McKinsey & Co working on media,
telecommunications and industrial goods and was responsible for recruitment. In
1996 he joined Omnitel Pronto Italia, which subsequently became Vodafone Italy,
and he was appointed Chief Executive in 1999. He was then appointed Regional
Chief Executive Officer, Southern Europe for Vodafone Group Plc in 2001, became a
member of the Board in 2002 and was appointed to the role of Regional Chief
Executive Officer for Southern Europe, Middle East and Africa for Vodafone in 2003.
In 2004 he left Vodafone to join RCS MediaGroup, the leading Italian publishing
company, where he was Chief Executive until he rejoined Vodafone. He sits on the
International Advisory Board of Bocconi University, Italy.
3. Andy Halford, Chief Financial Officer, aged 51, joined the Board in July 2005. He
joined Vodafone in 1999 as Financial Director for Vodafone Limited, the UK operating
company, and in 2001 he became Financial Director for Vodafone’s Northern Europe,
Middle East and Africa region. In 2002 he was appointed Chief Financial Officer of
Verizon Wireless in the US and is currently a member of the Board of Representatives
of the Verizon Wireless partnership. Prior to joining Vodafone he was Group Finance
Director at East Midlands Electricity Plc. He holds a bachelors degree in Industrial
Economics from Nottingham University and is a Fellow of the Institute of Chartered
Accountants in England and Wales.
48 Vodafone Group Plc Annual Report 2010
5 6 7
4. Michel Combes, aged 48, Chief Executive Officer, Europe Region, was appointed
to the Board with effect from 1 June 2009. He joined the Company in October 2008.
He began his career at France Telecom in 1986 in the External Networks Division and
then moved to the Industrial and International Affairs Division. After being technical
advisor to the Minister of Transportation from 1991 to 1995, he served as Chairman
and Chief Executive Officer of GlobeCast from 1995 to 1999. He was Executive Vice
President of Nouvelles Frontieres Group from December 1999 until the end of 2001
when he moved to the position of Chief Executive Officer of Assystem-Brime, a
company specialising in industrial engineering. He returned to France Telecom Group
in 2003 as Senior Vice President of Group Finance and Chief Financial Officer. Until
January 2006 he was Senior Executive Vice President, in charge of NExT Financial
Balance & Value Creation and a member of the France Telecom Group Strategic
Committee. From 2006 to 2008 he was Chairman and Chief Executive Officer of TDF
Group. He is Chairman of the Supervisory Board of Assystem SA in France.
5. Stephen Pusey, aged 48, Group Chief Technology Officer, joined Vodafone in
September 2006 and was appointed to the Board with effect from 1 June 2009. He
is responsible for all aspects of Vodafone’s networks, IT capability, research and
development and supply chain management. Prior to joining Vodafone he held the
positions of Executive Vice President and President, Nortel EMEA, having joined
Nortel in 1982 gaining a wealth of international experience across both the wireline
and wireless industries and in business applications and solutions. Prior to Nortel, he
spent several years with British Telecom.
Deputy Chairman and senior independent director
6. John Buchanan§†, aged 66, became Deputy Chairman and senior independent
director in July 2006 and has been a member of the Board since April 2003. He retired
from the board of directors of BP p.l.c. in 2002 after six years as Group Chief Financial
Officer and executive director following a wide-ranging career with the company. He
was a member of the United Kingdom Accounting Standards Board from 1997 to
2001. He is Chairman of Smith & Nephew plc and senior independent director of BHP
Billiton Plc. He is Chairman of The International Chamber of Commerce (UK) and
previous non-executive directorships include AstraZeneca plc and Boots plc.
Non-executive directors
7. Alan Jebson§ , aged 60, joined the Board in December 2006. He retired in May
2006 from his role as Group Chief Operating Officer of HSBC Holdings plc, a position
which included responsibility for IT and Global Resourcing. During a long career with
HSBC he held various positions in IT including the position of Group Chief Information
Officer. His roles included responsibility for the Group’s international systems
including the consolidation of HSBC and Midland systems following the acquisition
of Midland Bank in 1993. He originally joined HSBC as Head of IT Audit in 1978 where,
building upon his qualification as a chartered accountant, he built an international

8 9 10 11
audit team and implemented controls in the Group’s application systems. He is also
a non-executive director of Experian Group plc and MacDonald Dettwiler and
Associates Ltd. in Canada.
8. Samuel Jonah‡ , aged 60, was appointed to the Board on 1 April 2009. He is Executive
Chairman of Jonah Capital (Pty) Limited, an investment holding company in South Africa
and serves on the boards of various public and private companies including The
Standard Bank Group. He previously worked for Ashanti Goldfields Company Limited,
becoming Chief Executive Officer in 1986, and was formerly Executive President of
AngloGold Ashanti Limited, a director of Lonmin Plc and a member of the Advisory
Council of the President of the African Development Bank. He is an advisor to the
Presidents of Ghana, South Africa, Nigeria and Namibia. An Honorary Knighthood was
conferred on him by Her Majesty the Queen in 2003 and in 2006 he was awarded
Ghana’s highest national award, the Companion of the Order of the Star.
9. Nick Land§ , aged 62, joined the Board in December 2006 and is Chairman of the
Audit Committee. Solely for the purposes of relevant legislation he is the Board’s
appointed financial expert on the Audit Committee. In June 2006 he retired as
Chairman of Ernst & Young LLP after a distinguished career spanning 36 years with
the firm. He became an audit partner in 1978 and held a number of management
appointments before becoming Managing Partner in 1992. He was appointed
Chairman and joined the Global Executive Board of Ernst & Young Global LLP in 1995.
He is a non-executive director of Royal Dutch Shell plc, Alliance Boots GmbH, BBA
Aviation plc and the Ashmore Group plc. He is an advisor to the board of Denton Wilde
Sapte, Chairman of the Board of Trustees of Farnham Castle, and is a member of the
Finance and Audit Committees of the National Gallery. He is also Chairman of The
Vodafone Foundation.
10. Anne Lauvergeon§ , aged 50, joined the Board in November 2005. She is Chief
Executive Officer of AREVA Group, the leading French energy company, having been
appointed to that role in July 2001. She started her professional career in 1983 in the
steel industry and in 1990 she was named Advisor for Economic International Affairs
at the French Presidency and Deputy Chief of its Staff in 1991. In 1995 she became a
Partner of Lazard Frères & Cie, subsequently joining Alcatel Telecom as Senior
Executive Vice President in March 1997. She was responsible for international
activities and the Group’s industrial shareholdings in the energy and nuclear fields.
In 1999 she was appointed Chairman and Chief Executive Officer of AREVA NC. She
is currently also a member of the Advisory Board of the Global Business Coalition on
HIV/AIDS and a non-executive director of Total S.A. and GDF SUEZ.
11. Simon Murray CBE‡ , aged 70, joined the Board in July 2007. His career has been
largely based in Asia where he has held positions with Jardine Matheson Limited,
Deutsche Bank and Hutchison Whampoa Limited where, as Group Managing Director,
Governance
12 13 14
he oversaw the development and launch of mobile telecommunications networks
in many parts of the world. He remains on the Boards of Cheung Kong Holdings
Limited, Compagnie Financière Richemont SA and Orient Overseas (International)
Limited. He also sits on the Advisory Board of Imperial College in London. He will
retire from the Board on conclusion of the AGM on 27 July 2010.
12. Luc Vandevelde†‡ , aged 59, joined the Board in September 2003 and is Chairman
of the Remuneration Committee. He is a director of Société Générale and the Founder
and Managing Director of Change Capital Partners LLP, a private equity fund. He was
formerly Chairman of the Supervisory Board of Carrefour SA, Chairman of Marks &
Spencer Group plc and Chief Executive Officer of Promodès, and has held senior
European and international roles with Kraft General Foods.
13. Anthony Watson CBE‡ , aged 65, was appointed to the Board in May 2006. He is
currently Chairman of Marks & Spencer Pension Trust Ltd and the Asian Infrastructure
Fund. He is the senior independent director of Hammerson plc and Witan Investment
Trust, a non-executive director of Lloyds Banking Group plc and sits on the Advisory
Board of Norges Bank Investment Management. He joined the Board of the
Shareholder Executive in October 2009, having been a member of its Advisory Group
since April 2008. Prior to joining the Vodafone Board he was Chief Executive of
Hermes Pensions Management Limited, a position he had held since 2002. Previously
he was Hermes’ Chief Investment Officer having been Managing Director of AMP
Asset Management plc and the Chief International Investment Officer of Citicorp
Investment Management from 1991 until joining Hermes in 1998. He was Chairman
of The Strategic Investment Board in Northern Ireland until he retired in March 2009.
In January 2009 he was awarded a CBE for his services to the economic
redevelopment of Northern Ireland.
14. Philip Yea‡ , aged 55, became a member of the Board in September 2005. He is
currently the Chairman of Majid Al Futtaim Properties LLC, a UAE based property
group. He is also Chairman of the trustees of the British Heart Foundation. He is the
Senior Business Advisor to HRH Duke of York in his role as the UK’s Special
Representative for International Trade & Investment, and is a member of a number of
Advisory Boards, including PricewaterhouseCoopers in the UK and Bridges Ventures.
From July 2004 until January 2009 he was Chief Executive Officer of 3i Group plc. Prior
to joining 3i he was Managing Director of Investcorp and from 1997 to 1999 Group
Finance Director of Diageo plc following the merger of Guinness plc, where he was
Finance Director, and Grand Metropolitan P.L.C. He has previously held non-executive
roles at HBOS plc and Manchester United plc.
§ Audit Committee
† Nominations and Governance Committee
‡ Remuneration Committee
Vodafone Group Plc Annual Report 2010 49
Board of directors and Group management continued
Executive Committee
Chaired by Vittorio Colao, this committee focuses on the Group’s strategy, financial
structure and planning, succession planning, organisational development and
Group-wide policies. The Executive Committee membership comprises the executive
directors, details of whom are shown on pages 48 and 49 above, and the senior
managers who are listed below.
Senior management
Members of the Executive Committee who are not also executive directors are
regarded as senior managers of the Company.
Wendy Becker, aged 44, Chief Marketing Officer, was appointed to this position and
joined the Executive Committee in September 2009. She was previously Managing
Director of Talk Talk, a subsidiary of the Carphone Warehouse. Prior to this role she
was a partner at McKinsey & Company with responsibility for the UK consumer
practice, which specialises in strategic marketing and brand roles at Procter &
Gamble. She is a non-executive director of Whitbread plc.
Warren Finegold, aged 53, Group Strategy and Business Development Director,
joined the Executive Committee in April 2006 as Chief Executive, Global Business
Development with responsibility for mergers and acquisitions, business development
and partner markets. He assumed his current position in August 2009 when his role
was expanded to include Group Strategy. He started his career with Hill Samuel & Co.
Limited as an Executive in the Corporate Finance department, advising clients on
mergers and acquisitions. He then moved to Goldman Sachs International in 1986
where he held positions in New York and London. Prior to joining Vodafone he was a
Managing Director of UBS Investment Bank where he held a number of senior
positions, most recently as head of its technology team in Europe.
Nick Read, aged 45, Chief Executive Officer, Asia Pacific and Middle East Region, was
appointed to this position and joined the Executive Committee in November 2008.
He joined Vodafone in 2002 and has held a variety of senior roles including Chief
Financial Officer and Chief Commercial Officer of Vodafone Limited, the UK operating
company, and was appointed Chief Executive Officer of Vodafone Limited in early
2006. Prior to joining Vodafone he held senior global finance positions with United
Business Media plc and Federal Express Worldwide.
Ronald Schellekens, aged 46, Group Human Resources Director, joined Vodafone
and the Executive Committee in January 2009. Prior to joining Vodafone he was
Executive Vice President Human Resources for Royal Dutch Shell plc’s global
downstream business (refining, retail, commercial, lubricants, chemicals and
Canadian Oil Sands) responsible for approximately 81,000 employees in 120
countries. Prior to working for Shell he spent nine years working for PepsiCo in various
international senior human resources roles including assignments in Switzerland,
Spain, South Africa, the UK and Poland. In his last role he was responsible for the
Europe, Middle East and Africa region for PepsiCo Foods International. Prior to
PepsiCo he worked for nine years for AT&T Network Systems in human resources
roles in the Netherlands and Poland.
Other Board and Executive Committee members
The following members also served on the Board or the Executive Committee during
the 2010 financial year:
Stephen Scott was Group General Counsel and Company Secretary and a member
of the Executive Committee until his retirement on 30 March 2010. Frank Rovekamp
was Group Chief Marketing Officer and a member of the Executive Committee until
18 September 2009.

Matthew Kirk, aged 49, Group External Affairs Director, was appointed to his current
position and joined the Executive Committee in March 2009. Matthew joined
Vodafone in 2006 as Group Director of External Relationships. Prior to that he was a
member of the British Diplomatic Service for more than 20 years and before joining
Vodafone served as British Ambassador to Finland.

Terry Kramer, aged 50, Regional President – Vodafone Americas, joined Vodafone
in January 2005 as Chief of Staff. Before moving to his present role he also served as
Group Human Resources Director and Group Strategy and Business Improvement
Director. He is a Board member of Verizon Wireless and the mobile industry
association, GSMA, Chairman of Vodafone Ventures Limited and Chairman of the
Vodafone Americas Foundation. Prior to joining Vodafone he was Chief Executive
Officer of Q Comm International Inc., a publicly traded provider of transaction
processing services for the telecommunications industry. He also worked for 12
years at PacTel/AirTouch Communications in a variety of roles including President
AirTouch Paging, Vice President Human Resources-AirTouch Communications, Vice
President Business Development-AirTouch Europe and Vice President & General
Manager-AirTouch Cellular Southwest Market. Prior to that he was an Associate with
Booz Allen & Hamilton Inc, a management consulting firm.

Morten Lundal, aged 45, Chief Executive Officer, Africa and Central Europe Region,
was appointed to his current position and joined the Executive Committee in
November 2008. He joined Nordic mobile operator, Telenor, in 1997 and held several
Chief Executive Officer positions including for the Internet Division and Telenor
Business Solutions as well as the position of Executive Vice President for Corporate
Strategy before becoming the Chief Executive Officer of Telenor’s Malaysian
subsidiary, DiGi Telecommunications.

Rosemary Martin, aged 50, was appointed Group General Counsel and Company
Secretary in March 2010. She previously served as Chief Executive Officer of the
Practical Law Group prior to which she previously spent 11 years with Reuters Group
Plc. in various company secretary and legal roles with the last five years as Group
General Counsel and Company Secretary. Before joining Reuters she was a partner
with Mayer, Brown, Rowe & Maw. She is a non-executive director of HSBC Bank Plc
(the European arm of HSBC Group) and a member of the Institute of Chartered
Accountants of England and Wales Corporate Governance Committee.

50 Vodafone Group Plc Annual Report 2010

 Governance

Corporate governance
We are committed to high standards of corporate governance which we consider are critical to business integrity
and to maintaining investors’ trust in us. We expect all our directors, employees and suppliers to act with honesty,
integrity and fairness. Our business principles set out the standards we set ourselves to ensure we operate lawfully,
with integrity and with respect for the culture of every country in which we do business.

In March 2010 GovernanceMetrics International, a global corporate governance
ratings agency, ranked us amongst the top UK companies with an overall global
corporate governance rating of ten, the highest score assigned and achieved by
only 1% of the 4,216 companies rated.
In our profile report by Institutional Shareholder Services Inc. (‘ISS’) dated
1  February 2010, our governance practices outperformed 98.6% of the
companies in the ISS developed universe (excluding US), 98.2% of the companies
in the telecommunications sector group and 98.1% of the companies in the UK.
Other specific responsibilities are delegated to Board committees which operate
within clearly defined terms of reference. Details of the responsibilities delegated to
the Board committees are given on pages 53 and 54.
Board meetings
The Board meets at least eight times a year and the meetings are structured to allow
open discussion. All directors participate in discussing strategy, trading and financial
performance and risk management. All substantive agenda items have comprehensive
briefing papers, which are circulated one week before the meeting.

In October 2009 we received the Golden Peacock Global Award for Excellence The following table shows the number of years directors have been on the Board at
in Corporate Governance. 31 March 2010 and their attendance at scheduled Board meetings they were eligible
to attend during the 2010 financial year:
Years Meetings
on Board attended
Compliance with the Combined Code Sir John Bond 5 8/8
Our ordinary shares are listed in the UK on the London Stock Exchange. In accordance John Buchanan 7 8/8
with the Listing Rules of the UK Listing Authority, we confirm that throughout the Vittorio Colao 3 8/8
year ended 31 March 2010 and at the date of this document we were compliant with Michel Combes (since 1 June 2009) <1 7/7
the provisions of, and applied the principles of, Section 1 of the 2008 FRC Combined Andy Halford 4 8/8
Code on Corporate Governance (the “Combined Code”). The Combined Code can be Alan Jebson 3 8/8
found on the FRC website (www.frc.org.uk). The following section, together with the Samuel Jonah 1 8/8
“Directors’ remuneration” section on pages 57 to 67, provides detail of how we apply Nick Land 3 7/8
the principles and comply with the provisions of the Combined Code. We intend to Anne Lauvergeon 4 8/8
comply with the new UK Corporate Governance Code which was published by the Simon Murray 3 7/8
FRC on 28 May 2010. Stephen Pusey (since 1 June 2009) <1 7/7
Luc Vandevelde 6 7/8
Corporate governance statement Anthony Watson 4 8/8
Philip Yea 4 8/8
We comply with the corporate governance statement requirements pursuant to the
FSA’s Disclosure and Transparency Rules by virtue of the information included in this
corporate governance section of the annual report together with information In addition to regular Board meetings, there are a number of other meetings to deal
contained in the “Shareholder information” section on pages 125 to 131. with specific matters. Directors unable to attend a Board meeting because of another
engagement are nevertheless provided with all the papers and information relevant
for such meetings and are able to discuss issues arising in the meeting with the
Board organisation and structure Chairman or the Chief Executive.
The role of the Board
The Board is responsible for the overall conduct of the Group’s business and has the Division of responsibilities
powers, authorities and duties vested in it by and pursuant to the relevant laws of The roles of the Chairman and Chief Executive are separate and there is a division of
England and Wales and the articles of association of the Company. The Board: responsibilities that is clearly established, set out in writing and agreed by the Board
to ensure that no one person has unfettered powers of decision. The Chairman is
■■ has final responsibility for the management, direction and performance of our responsible for the operation, leadership and governance of the Board, ensuring its
businesses; effectiveness and setting its agenda. The Chief Executive is responsible for the
■■ is required to exercise objective judgement on all corporate matters independent management of the Group’s business and the implementation of Board strategy
from executive management; and policy.
■■ is accountable to shareholders for the proper conduct of the business; and
■■ is responsible for ensuring the effectiveness of and reporting on our system of Board balance and independence
corporate governance. Our Board consists of 14 directors, 12 of whom served throughout the 2010 financial
year. At 31 March 2010, in addition to the Chairman, Sir John Bond, there were four
The Board has a formal schedule of matters reserved to it for its decision and executive directors and nine non-executive directors. Michel Combes and Stephen
these include: Pusey were appointed as executive directors with effect from 1 June 2009.

■■ Group strategy and long-term plans; The Deputy Chairman, John Buchanan, is the nominated senior independent director
■■ major capital projects, acquisitions or divestments; and his role includes being available for approach or representation by directors or
■■ annual budget and operating plan; significant shareholders who may feel inhibited about raising issues with the
■■ Group financial structure, including tax and treasury; Chairman. He is also responsible for conducting an annual review of the performance
■■ annual and half-year financial results and shareholder communications; of the Chairman and, in the event it should be necessary, convening a meeting of the
■■ system of internal control and risk management; and non-executive directors.
■■ senior management structure, responsibilities and succession plans.
We consider all of our present non-executive directors to be fully independent. The
The schedule is reviewed periodically. It was last formally reviewed by the Board is aware of the other commitments of its directors and is satisfied that these
Nominations and Governance Committee in March 2009, at which time it was do not conflict with their duties as directors of the Company. Changes to the
determined that no amendments were required. commitments of the directors are reported to the Board.

Vodafone Group Plc Annual Report 2010 51

Corporate governance continued
There are no cross-directorships or significant links between directors serving on the
Board through involvement in other companies or bodies. For the purpose of section
175 of the Companies Act 2006, the Company’s articles of association include a
general power for the directors to authorise any matter which would or might
otherwise constitute or give rise to a breach of the duty of a director under this
section, to avoid a situation in which a director has, or could have, a direct or indirect
interest that conflicts or may possibly conflict, with the interests of the Company. To
this end procedures have been established for the disclosure of any such conflicts
and also for the consideration and authorisation of these conflicts by the Board,
where relevant. The directors are required to complete a conflicts questionnaire,
initially on appointment and annually thereafter. In the event of a potential conflict
being identified, details of that conflict would be submitted to the Board (excluding
the director to whom the potential conflict related) for consideration and, as
appropriate, authorisation in accordance with the Companies Act 2006 and the
articles of association. Where an authorisation was granted, it would be recorded in
a register of potential conflicts and reviewed periodically. On an ongoing basis
directors are responsible for notifying the Company Secretary if they become aware
of actual or potential conflict situations or a change in circumstances relating to an
existing authorisation. To date, no conflicts of interest have been identified.
Under the laws of England and Wales, the executive and non-executive directors are
equal members of the Board and have overall collective responsibility for the
Company’s direction. In particular, non-executive directors are responsible for:
■■ bringing a wide range of skills and experience, including independent judgement
on issues of strategy, performance, financial controls and systems of risk
management;
■■ constructively challenging the strategy proposed by the Chief Executive and
executive directors;
■■ scrutinising and challenging performance across the Group’s business;
■■ assessing risk and the integrity of the financial information and controls; and
■■ ensuring appropriate remuneration and succession planning arrangements are in
place in relation to executive directors and other senior executive roles.
Board effectiveness
Appointments to the Board
There is a formal, rigorous and transparent procedure, which is based on merit and
against objective criteria, for the appointment of new directors to the Board. This is
described in the section on the Nominations and Governance Committee set out on
page 53.
Samuel Jonah was identified as a potential candidate by internal sources and
subsequently recommended to the Board by the Nominations and Governance
Committee on the basis of his wealth of business experience in Africa, particularly
South Africa and Ghana where we have made important investments recently. Michel
Combes and Stephen Pusey were proposed for appointment following assessment
of their performance and their potential contribution by the Nominations and
Governance Committee and the whole Board subsequently discussed the proposal
before their appointments were confirmed.
Information and professional development
Each member of the Board has immediate access to a dedicated online team room
and can access monthly information including actual financial results, reports from
the executive directors in respect of their areas of responsibility and the Chief
Executive’s report which deals, amongst other things, with investor relations, giving
Board members an opportunity to develop an understanding of the views of major
investors. These matters are discussed at each Board meeting. From time to time
the Board receives detailed presentations from non-Board members on matters of
significance or on new opportunities. Financial plans, including budgets and
forecasts, are regularly discussed at Board meetings. The non-executive directors
periodically visit different parts of the Group and are provided with briefings and
information to assist them in performing their duties.
The Chairman is responsible for ensuring that induction and training programmes are
provided and the Company Secretary organises the programmes. Individual directors
are also expected to take responsibility for identifying their training needs and to take
steps to ensure that they are adequately informed about the Company and their
responsibilities as a director. The Board is confident that all its members have the
knowledge, ability and experience to perform the functions required of a director of
a listed company.
52 Vodafone Group Plc Annual Report 2010
On appointment individual directors undergo an induction programme covering,
amongst other things:
■■ the business of the Group;
■■ their legal and regulatory responsibilities as directors;
■■ briefings and presentations from relevant executives; and
■■ opportunities to visit business operations.
If appropriate the induction will also include briefings on the scope of the internal
audit function and the role of the Audit Committee, meetings with the external
auditor and other areas the Company Secretary deems fit considering the director’s
area of responsibility. Following discussion with the Chairman and senior independent
director, the Company Secretary provides a programme of ongoing training for
the directors which covers a number of sector specific and business issues as well
as  legal, accounting and regulatory changes and developments relevant to
individual director’s areas of responsibility. Throughout their period in office the
directors are continually updated on the Group’s businesses and the regulatory and
industry specific environments in which it operates. These updates are by way of
written briefings and meetings with senior executives and, where appropriate,
external sources.
Performance evaluation
Performance evaluation of the Board, its committees and individual directors takes
place on an annual basis and is conducted within the terms of reference of the
Nominations and Governance Committee with the aim of improving individual
contributions, the effectiveness of the Board and its committees and the Group’s
performance. This year the performance evaluation was conducted by an
independent external advisor, MWM Consulting (‘MWM’). This process involved:
■■ MWM devising an appropriate questionnaire, with assistance from the Chairman,
which was sent to all Board members;
■■ MWM undertaking individual meetings with each Board member and the Company
Secretary on Board performance; and
■■ in conjunction with the Chairman, MWM producing a report on Board performance
using the completed questionnaires and individual meetings which was sent to
and considered by the Nominations and Governance Committee before being
discussed with Board members at the following Board meeting.
The evaluation was designed to determine whether the Board continues to be
capable of providing the high level judgement required and whether, as a Board, the
directors are informed and up to date with the business and its goals and understand
the context within which it operates. The evaluation also included a review of the
administration of the Board covering its operation, its agenda, the reports and
information produced for its consideration, committee processes and the Board’s
relationship with its committees. MWM reported that the Board is strong and
effective. The Board has chosen to broaden and deepen its focus on strategic topics
and to continue to strengthen its capabilities in technology and is gaining insights
into changing consumer behaviour.
The Chairman also held individual meetings with each non-executive director and
the Chief Executive to discuss their individual performance. The Chief Executive
undertook the performance reviews for the executive directors and the senior
independent director conducted the review of the performance of the Chairman by
having individual meetings with all the other directors and the Company Secretary.
Following this process the senior independent director produced a written report
which was discussed with the Chairman. The report’s findings reflected MWM’s view
that the Chairman provides outstanding leadership in focusing the Board’s efforts
and ensuring open and constructive debate.
The evaluation of each of the Board committees was undertaken using observations
from the MWM report. These were then discussed by each of the committees. The
evaluations found that the committees operate efficiently and effectively.
The evaluations undertaken in the 2010 financial year found the performance of
each director to be effective and concluded that the Board provides the effective
leadership and control required for a listed company. The Nominations and
Governance Committee confirmed to the Board that the contributions made by the
directors offering themselves for re-election at the AGM in July 2010 continue to be
effective and that the Company should support their re-election. The Board will
continue to review its procedures, its effectiveness and development in the financial
year ahead.
 Governance

Re-election of directors ■■ engaging independent advisors as it determines is necessary and to

Although not required by the articles, in the interests of good corporate governance
the directors have resolved that, subject to the recommendation of the Nominations
and Governance Committee, they will all submit themselves for annual re-election
at each AGM. Accordingly, at the AGM to be held on 27 July 2010 all the directors will
offer themselves for re-election with the exception of Simon Murray who is retiring
from the Board.
perform investigations;
■■ reporting to the Board on the quality and acceptability of our accounting policies
and practices including, without limitation, critical accounting policies and
practices; and
■■ playing an active role in monitoring our compliance efforts for Section 404 of the
Sarbanes-Oxley Act and receiving progress updates at each of its meetings.

Independent advice
The Board recognises that there may be occasions when one or more of the directors
feels it is necessary to take independent legal and/or financial advice at the
Company’s expense. There is an agreed procedure to enable them to do so.
At least twice a year the Audit Committee meets separately with the external auditors
and the Group Audit Director without management being present. Further details on
the work of the Audit Committee and its oversight of the relationships with the
external auditors can be found under “Auditors” and the “Report from the Audit
Committee” which are set out on pages 55 and 56.

Indemnification of directors
In accordance with our articles of association and to the extent permitted by the laws Nominations and Governance Committee
of England and Wales, directors are granted an indemnity from the Company in The members of the Nominations and Governance Committee during the year,
respect of liabilities incurred as a result of their office. In respect of those matters for together with a record of their attendance at scheduled meetings which they were
which the directors may not be indemnified, we maintained a directors’ and officers’ eligible to attend, are set out below:
liability insurance policy throughout the financial year. Neither our indemnity nor the
Meetings attended
insurance provides cover in the event that a director is proven to have acted
dishonestly or fraudulently. Sir John Bond, Chairman 3/3
John Buchanan 3/3
Luc Vandevelde 3/3
Board committees
The Board has established an Audit Committee, a Nominations and Governance The Nominations and Governance Committee’s key objective is to ensure that the
Committee and a Remuneration Committee, each of which has formal terms of Board comprises individuals with the requisite skills, knowledge and experience to
reference approved by the Board. The Board is satisfied that the terms of reference ensure that it is effective in discharging its responsibilities. The Nominations and
for each of these committees satisfy the requirements of the Combined Code and Governance Committee:
are reviewed internally on an ongoing basis by the Board. The terms of reference for
all Board committees can be found on our website at www.vodafone.com/ ■■ leads the process for identifying and making recommendations to the Board of
governance or a copy can be obtained by application to the Company Secretary at candidates for appointment as directors giving full consideration to succession
our registered office. planning and the leadership needs of the Group;
■■ makes recommendations to the Board on the composition of the Nominations
The committees are provided with all necessary resources to enable them to and Governance Committee and the composition and chairmanship of the Audit
undertake their duties in an effective manner. The Company Secretary or her and Remuneration Committees;
delegate acts as secretary to the committees. The minutes of committee meetings ■■ regularly reviews the structure, size and composition of the Board including the
are circulated to all directors. balance of skills, knowledge and experience and the independence of the non-
executive directors, and makes recommendations to the Board with regard to any
Each committee has access to such information and advice, both from within the change; and
Group and externally, at the Company’s cost as it deems necessary. This may include ■■ is responsible for the oversight of all matters relating to corporate governance,
the appointment of external consultants where appropriate. Each committee bringing any issues to the attention of the Board.
undertakes an annual review of the effectiveness of its terms of reference and makes
recommendations to the Board for changes where appropriate. The Nominations and Governance Committee meets periodically when required. In
addition to scheduled meetings there are a number of ad hoc meetings to address
Audit Committee specific matters. No one other than a member of the Nominations and Governance
The members of the Audit Committee during the year, together with a record of Committee is entitled to be present at its meetings. The Chief Executive, other non-
their attendance at scheduled meetings which they were eligible to attend, are set executive directors and external advisors may be invited to attend.
out below:
Remuneration Committee
Meetings attended The members of the Remuneration Committee during the year, together with a
John Buchanan 4/4 record of their attendance at scheduled meetings which they were eligible to attend,
Alan Jebson 4/4 are set out below:
Nick Land, Chairman and financial expert 4/4
Anne Lauvergeon 4/4 Meetings attended
Luc Vandevelde, Chairman 5/5
The Audit Committee is comprised of financially literate members having the Simon Murray 3/5
necessary ability and experience to understand financial statements. Solely for the Anthony Watson 5/5
purpose of fulfilling the requirements of the Sarbanes-Oxley Act and the Combined Philip Yea 5/5
Code, the Board has designated Nick Land, who is an independent non-executive
director satisfying the independence requirements of Rule 10A-3 of the US Securities Samuel Jonah was appointed to the Remuneration Committee on 11 May 2010.
Exchange Act 1934, as its financial expert on the Audit Committee. Further details on
Nick Land can be found in “Board of directors and Group management” on page 49. In addition to scheduled meetings there are a number of ad hoc meetings to deal with
specific matters. The responsibilities of the Remuneration Committee include:
The Audit Committee’s responsibilities include:
■■ determining, on behalf of the Board, the policy on the remuneration of the
■■ overseeing the relationship with the external auditor; Chairman, the executive directors and the senior management team;
■■ reviewing our preliminary results announcement, half-year results and annual ■■ determining the total remuneration packages for these individuals including any
financial statements; compensation on termination of office; and
■■ monitoring compliance with statutory and listing requirements for any exchange ■■ appointing any consultants in respect of executive directors’ remuneration.
on which our shares and debt instruments are quoted;
■■ reviewing the scope, extent and effectiveness of the activity of the Group internal
audit department;
Vodafone Group Plc Annual Report 2010 53
Corporate governance continued
The Chairman and Chief Executive may attend the Remuneration Committee’s
meetings by invitation. They do not attend when their individual remuneration is
discussed. No director is involved in deciding his or her own remuneration.
Further information on the Remuneration Committee’s activities is contained in
“Directors’ remuneration” on pages 57 to 67.
Executive Committee
The executive directors, together with certain other Group functional heads and
regional chief executives, meet 12 times a year as the Executive Committee under
the chairmanship of the Chief Executive. The Executive Committee is responsible for
the day-to-day management of our businesses, our overall financial performance in
fulfilment of strategy, plans and budgets and our capital structure and funding. It also
reviews major acquisitions and disposals. The members of the Executive Committee
and their biographical details are set out on pages 48 to 50.
Strategy Board
The Strategy Board met twice during the year to discuss strategy. This was attended by
Executive Committee members and the chief executive officers of the major operating
companies and other selected individuals depending on topics discussed.
Company Secretary
The Company Secretary acts as secretary to the Board and to the committees
of the Board and, with the consent of the Board, may delegate responsibility for
the  administration of the committees to other suitably qualified staff. The
Company Secretary:
■■ assists the Chairman in ensuring that all directors have full and timely access to all
relevant information;
■■ is responsible for ensuring that the correct Board procedures are followed and
advises the Board on corporate governance matters; and
■■ administers the procedure under which directors can, where appropriate, obtain
independent professional advice at the Company’s expense.
The appointment or removal of the Company Secretary is a matter for the Board as
a whole.
Relations with shareholders
We are committed to communicating our strategy and activities clearly to our
shareholders and, to that end, we maintain an active dialogue with investors through
a planned programme of investor relations activities. The investor relations
programme includes:
■■ formal presentations of full year and half-year results and interim
management statements;
■■ briefing meetings with major institutional shareholders in the UK, the US and in
Continental Europe after the half-year results and preliminary announcement, to
ensure that the investor community receives a balanced and complete view of our
performance and the issues we face;
■■ regular meetings with institutional investors and analysts by the Chief Executive
and the Chief Financial Officer to discuss business performance;
■■ hosting investors and analysts sessions at which senior management from
relevant operating companies deliver presentations which provide an overview of
each of the individual businesses and operations;
■■ attendance by senior executives across the business at relevant meetings and
conferences throughout the year;
■■ responding to enquiries from shareholders and analysts through our Investor
Relations team; and
■■ www.vodafone.com/shareholder which is a section dedicated to shareholders on
our website.
Overall responsibility for ensuring that there is effective communication with
investors and that the Board understands the views of major shareholders on matters
such as governance and strategy rests with the Chairman, who makes himself
available to meet shareholders for this purpose.
The senior independent director and other members of the Board are also available
to meet major investors on request. The senior independent director has a specific
responsibility to be available to shareholders who have concerns, for whom contact
54 Vodafone Group Plc Annual Report 2010
with the Chairman, Chief Executive or Chief Financial Officer has either failed to
resolve their concerns or for whom such contact is inappropriate.
At the 2007 AGM the shareholders approved amendments to the articles which
enabled us to take advantage of the provisions in the Companies Act 2006 to
communicate with our shareholders electronically. Following that approval, unless
a shareholder has specifically asked to receive a hard copy, they will receive
notification of the availability of the annual report on our website at www.vodafone.
com/investor. For the 2010 financial year shareholders will receive the notice of
meeting and form of proxy in paper through the post unless they have previously
opted to receive email communications. Shareholders continue to have the option
to appoint proxies and give voting instructions electronically.
The principal communication with private investors is via the annual report and
through the AGM, an occasion which is attended by all our directors and at which all
shareholders present are given the opportunity to question the Chairman and the
Board as well as the Chairmen of the Audit, Remuneration and Nominations
and Governance Committees. After the AGM shareholders can meet informally
with directors.
A summary presentation of results and development plans is also given at the AGM
before the Chairman deals with the formal business of the meeting. The AGM is
broadcast live on our website (www.vodafone.com/agm) and a recording of the
webcast can subsequently be viewed on our website. All substantive resolutions at
our AGMs are decided on a poll. The poll is conducted by our registrars and scrutinised
by Electoral Reform Services. The proxy votes cast in relation to all resolutions,
including details of votes withheld, are disclosed to those in attendance at the
meeting and the results of the poll are published on our website and announced via
Regulatory News Service. Financial and other information is made available on our
website (www.vodafone.com/investor) which is regularly updated.
A summary of our share and control structures is set out on pages 128 and 129 in the
shareholder information section of this report.
Political donations
The directors consider that it is in the best interest of shareholders that we participate
in public debate and opinion forming on matters which affect our business. In order
not to inhibit these activities and to avoid inadvertent infringement of the Companies
Act 2006, at the 2008 AGM the directors sought and received shareholders’ approval
for the Company and its subsidiaries to be authorised, for the purposes of part 14 of
the Companies Act 2006, to make political donations and to incur political
expenditure during the period from the AGM to the conclusion of the AGM of in 2012
or 29 July 2012, whichever is earlier, up to a maximum aggregate amount of £100,000
per year. The Company and its subsidiaries have not made any such political
donations during the year. It is our Group policy not to make political donations or
incur political expenditure as those expressions are normally understood.
Internal control and risk management
The Board has overall responsibility for the system of internal control. A sound
system of internal control is designed to manage rather than eliminate the risk of
failure to achieve business objectives and can only provide reasonable and not
absolute assurance against material misstatement or loss. The process of managing
the risks associated with social, environmental and ethical impacts is also discussed
under “Corporate responsibility” on pages 45 to 47.
The Board has established procedures that implement in full the Turnbull Guidance
“Internal Control: Revised Guidance for Directors on the Combined Code” for the year
under review and to the date of approval of the annual report. These procedures,
which are subject to regular review, provide an ongoing process for identifying,
evaluating and managing the significant risks we face. See page 69 for management’s
report on internal control over financial reporting.

Monitoring and review activities
There are clear processes for monitoring the system of internal control and reporting
any significant control failings or weaknesses together with details of corrective
action. These include:
■■ a formal annual confirmation provided by the chief executive and chief financial
officer of each Group company certifying the operation of their control systems
and highlighting any weaknesses, the results of which are reviewed by regional
management, the Audit Committee and the Board;
■■ a review of the quality and timeliness of disclosures undertaken by the Chief
Executive and the Chief Financial Officer which includes formal annual meetings
with the operating company or regional chief executives and chief financial
officers and the Disclosure Committee;
■■ periodic examination of business processes on a risk basis including reports on
controls throughout the Group undertaken by the Group internal audit
department who report directly to the Audit Committee; and
■■ reports from the external auditors on certain internal controls and relevant
financial reporting matters presented to the Audit Committee and management.
Any controls and procedures, no matter how well designed and operated, can
provide only reasonable and not absolute assurance of achieving the desired control
objectives. Management is required to apply judgement in evaluating the risks we
face in achieving our objectives, in determining the risks that are considered
acceptable to bear, in assessing the likelihood of the risks concerned materialising,
in identifying our ability to reduce the incidence and impact on the business of risks
that do materialise and in ensuring that the costs of operating particular controls are
proportionate to the benefit.
A Risk Council meets twice a year to evaluate the risks that the business is facing and
reports back to the Executive Committee and the Audit Committee which in turn
report to the Board. The Risk Council is chaired by the Group Chief Financial Officer,
facilitated by the Group Audit Director and attended by representatives from the
three geographic regions, finance, mergers and acquisitions, strategy, technology,
legal, external affairs and human resources.
Review of effectiveness
The Board and the Audit Committee have reviewed the effectiveness of the internal
control system, including financial, operational and compliance controls and risk
management, in accordance with the Combined Code for the period from 1 April
2009 to 18 May 2010, the date of approval of our annual report. No significant failings
or weaknesses were identified during this review. However had there been any such
failings or weaknesses, the Board confirms that necessary actions would have been
taken to remedy them.
Disclosure controls and procedures
We maintain “disclosure controls and procedures”, as such term is defined in Rule
13a-15(e) of the Exchange Act, that are designed to ensure that information required to
be disclosed in reports that we file or submit under the Exchange Act is recorded,
processed, summarised and reported within the time periods specified in the Securities
and Exchange Commission rules and forms, and that such information is accumulated
and communicated to management, including our Chief Executive and Chief Financial
Officer as appropriate, to allow timely decisions regarding required disclosure.
The directors, the Chief Executive and the Chief Financial Officer have evaluated the
effectiveness of the disclosure controls and procedures and, based on that evaluation,
have concluded that the disclosure controls and procedures are effective at the end
of the period covered by this document.
Going concern
The going concern statement required by the Listing Rules and the Combined Code
is set out in the Directors’ statement of responsibility on page 69.
Auditors
Following a recommendation by the Audit Committee, and in accordance with
Section 489 of the Companies Act 2006, a resolution proposing the reappointment
of Deloitte LLP as our auditors will be put to the shareholders at the 2010 AGM. We
do not indemnify our external auditors.
In its assessment of the independence of the auditors and in accordance with the US
Public Company Accounting Oversight Board’s standard on independence, the Audit
Governance
Committee receives in writing details of relationships between the Company and
Deloitte LLP that may have a bearing on their independence and receives
confirmation that they are independent of the Company within the meaning of the
securities laws administered by the SEC.
In addition, the Audit Committee pre-approves the audit fee after a review of both the
level of the audit fee against other comparable companies, including those in the
telecommunications industry, and the level and nature of non-audit fees, as part of
its review of the adequacy and objectivity of the audit process.
In a further measure to ensure auditor independence is not compromised, policies
provide for the pre-approval by the Audit Committee of permitted non-audit services
by Deloitte LLP. For certain specific permitted services the Audit Committee has pre-
approved that Deloitte LLP can be engaged by management subject to specified fee
limits for individual engagements and fee limits for each type of specific service
permitted. For all other services, or those permitted services that exceed the specified
fee limits, the Chairman of the Audit Committee, or in his absence another member, can
pre-approve services which have not been pre-approved by the Audit Committee.
In addition to their statutory duties, Deloitte LLP are also employed where, as a result
of their position as auditors, they either must, or are best placed to, perform the work
in question. This is primarily work in relation to matters such as shareholder circulars,
Group borrowings, regulatory filings and certain business acquisitions and disposals.
Other work is awarded on the basis of competitive tender.
During the year Deloitte LLP and its affiliates charged the Group £9 million (2009: £8
million, 2008: £7 million) for audit and audit-related services and a further £1 million
(2009: £1 million, 2008: £2 million) for non-audit assignments. An analysis of these
fees can be found in note 4 to the consolidated financial statements.
US listing requirements
On 29 October 2009 the Company transferred its american depositary shares from
the New York stock exchange to the NASDAQ Stock Market LLC (‘NASDAQ’). We are
subject to the rules of NASDAQ as well as US securities laws and the rules of the SEC.
NASDAQ requires US companies listed on the exchange to comply with NASDAQ’s
corporate governance rules but foreign private issuers, such as the Company, are
exempt from many of those rules. However pursuant to NASDAQ Listing Rule 5615
we are required to disclose a summary of any material ways in which the corporate
governance practices we follow differ from those required by NASDAQ for US
companies. The material differences are as follows:
Independence
■■ The NASDAQ rules require that a majority of the Board be comprised of
independent directors and the rules include detailed definitions that US
companies must use for determining independence.
■■ The Combined Code requires a company’s board of directors to assess and make
a determination as to the independence of its directors.
While the Board does not explicitly take into consideration NASDAQ’s detailed
definitions, it has carried out an assessment based on the requirements of the
Combined Code and has determined in its judgement that all of the non-executive
directors are independent within those requirements. At 18 May 2010 the Board
comprised the Chairman, four executive directors and nine non-executive directors.
Committees
■■ NASDAQ rules require US companies to have a nominations committee, an audit
committee and a compensation committee, each composed entirely of independent
directors, with the nominations committee and audit committee required to have a
written charter that addresses the committees’ purpose and responsibilities.
■■ Our Nominations and Governance Committee and Remuneration Committee
have terms of reference and composition that comply with the Combined Code’s
requirements.
■■ The Nominations and Governance Committee is chaired by the Chairman of the
Board and its other members are non-executive directors of the Company and the
Chief Executive.
■■ The Remuneration Committee is composed entirely of non-executive directors
whom the Board has determined to be independent.
■■ The Audit Committee is composed entirely of non-executive directors whom the
Board has determined to be independent and who meet the requirements of Rule
10A-3 of the Exchange Act.
Vodafone Group Plc Annual Report 2010 55
Corporate governance continued
We consider that the terms of reference of these committees, which are available on
our website (www.vodafone.com/governance), are generally responsive to the
relevant NASDAQ rules but may not address all aspects of these rules.
Code of conduct
■■ Under NASDAQ rules US companies must adopt a code of conduct applicable to
all directors, officers and employees.
■■ We have adopted a Code of Ethics in compliance with Section 406 of the US
Sarbanes-Oxley Act of 2002 which is applicable to the senior financial and
principal executive officers. We have made our Code of Ethics available to the
public on our website at (www.vodafone.com/governance).
■■ We have also adopted a Group governance manual which provides the first level
of the framework for governance within which our businesses operate. The
manual is a reference for chief executives and their teams and applies to all
directors and employees.
Quorum
■■ Under NASDAQ rules companies are required to have a minimum quorum of 33.33%
of the shareholders of ordinary shares for shareholder meetings. However our
articles of association provide for a quorum for general meetings of shareholders of
two shareholders regardless of the level of their aggregate share ownership.
Related party transactions
■■ The NASDAQ rules require companies to conduct appropriate reviews of related
party transactions and potential conflicts of interest via the company’s audit
committee or other independent body of the board of directors.
■■ We are subject to extensive provisions under the Listing Rules issued by the
Financial Services Authority in the UK (the “Listing Rules”) governing transactions
Report from the Audit Committee
The Audit Committee assists the Board in carrying out its responsibilities in relation
to financial reporting requirements, risk management and the assessment of
internal controls. The Audit Committee also reviews the effectiveness of the
Company’s internal audit function and manages the Company’s relationship with
the external auditors.
The composition of the Audit Committee is shown in the table on page 53 and its
terms of reference can be found on the Vodafone website (www.vodafone.com/
governance). By invitation of the Chairman of the Audit Committee, the Chief
Executive, the Chief Financial Officer, the Group Financial Controller, the Director
of Financial Reporting, the Group Audit Director and the external auditors also
attend the Audit Committee meetings. Also invited to attend certain meetings
are relevant people from the business to present sessions on issues designed
to enhance the Audit Committee’s awareness of key issues and developments
in the business which are relevant to the Audit Committee in the performance of
its role.
During the year ended 31 March 2010 the principal activities of the Audit
Committee were as follows:
Financial reporting
The Audit Committee reviewed and discussed with management and the external
auditors the half-year and annual financial statements focusing on, without
limitation, the quality and acceptability of accounting policies and practices, the
clarity of the disclosures and compliance with financial reporting standards and
relevant financial and governance reporting requirements. To aid their review, the
Audit Committee considered reports from the Group Financial Controller and the
Director of Financial Reporting and also reports from the external auditors,
Deloitte LLP, on the scope and outcome of their half-year review and annual audit.
Risk management and internal control
The Audit Committee reviewed the process by which the Group evaluated its
control environment, its risk assessment process and the way in which significant
business risks were managed. It also considered the Group Audit Director’s reports
on the effectiveness of internal controls, significant identified frauds and any
56 Vodafone Group Plc Annual Report 2010
with related parties, as defined therein, and the Companies Act 2006 also restricts
the extent to which companies incorporated in England and Wales may enter into
related party transactions.
■■ Our articles of association contain provisions regarding disclosure of interests by
our directors and restrictions on their votes in circumstances involving conflicts
of interest.
■■ In lieu of obtaining an independent review of related party transactions for
conflicts of interests, but in accordance with the Listing Rules, the Companies Act
2006 and our articles of association, we seek shareholder approval for related
party transactions that meet certain financial thresholds or where transactions
have unusual features.
■■ The concept of a related party for the purposes of NASDAQ’s listing rules differs in
certain respects from the definition of a transaction with a related party under the
Listing Rules.
Shareholder approval
■■ NASDAQ requires shareholder approval for certain transactions involving the sale
or issuance by a listed company of share capital.
■■ Under the NASDAQ rules, whether shareholder approval is required for such
transactions depends on, among other things, the number of shares to be issued
or sold in connection with a transaction, while we are bound by the provisions of
the Listing Rules which state that shareholder approval is required, among other
things, when the size of a transaction exceeds a certain percentage of the size of
the listed company undertaking the transaction.
In accordance with our articles of association we also seek shareholder approval
■■
annually for issuing shares and to dis-apply the pre-emption rights that apply
under law in line with limit guidelines issued by investor bodies.
identified fraud that involved management or employees with a significant role in
internal controls. The Audit Committee was also responsible for oversight of the
Group’s compliance activities in relation to Section 404 of the Sarbanes-Oxley Act.
Internal audit
The Audit Committee monitored and reviewed the scope, extent and effectiveness
of the activity of the Group internal audit department and received reports from
the Group Audit Director which included updates on audit activities and
achievement against the Group audit plan, the results of any unsatisfactory audits
and the action plans to address these areas, and resource requirements of the
internal audit department. The Audit Committee held private discussions with the
Group Audit Director throughout the year. An external evaluation of the internal
audit department was undertaken during the year. It was confirmed to the Audit
Committee that internal audit operates well within the standards expected of a
company in the top ten of the FTSE.
External auditors
The Audit Committee reviewed and monitored the independence of the external
auditors and the objectivity and effectiveness of the audit process and provided
the Board with its recommendation to the shareholders on the reappointment of
Deloitte LLP as external auditors. The Audit Committee approved the scope and
fees for audit and permitted non-audit services provided by Deloitte LLP.
Private meetings were held with Deloitte LLP to ensure that there were no
restrictions on the scope of their audit and to discuss matters without management
being present.
Audit Committee effectiveness
The Audit Committee conducts a formal review of its effectiveness annually, and
concluded its performance was effective. Further details on the evaluation
process can be found under “Performance evaluation” on page 52.
Nick Land
On behalf of the Audit Committee
 Governance

Directors’ remuneration
Dear Shareholder Remuneration Committee
The Remuneration Committee is comprised to exercise independent judgement and
This year the work of the Remuneration Committee took place against a background consists only of independent non-executive directors. For further details, the terms
of very challenging business conditions in the global economy. In this environment of reference can be found on page 53.
the Committee maintained its focus on ensuring that the Company’s remuneration
policies in general, and the packages of the executive directors in particular, were
designed to allow the Company to recruit, retain and motivate its talented people and Remuneration Committee
Chairman Luc Vandevelde
to ensure those people were fully incentivised to maximise shareholder value.
Committee members Simon Murray
Anthony Watson
At the start of the year a key focus for the Company was the generation of cash flow.
Philip Yea
This was reflected in the weighting applied to this measure in the short-term plan. As
the focus now moves more to growing revenue and market share the weightings
have been modified for the coming year to appropriately reflect this change. Management attendees
Chief Executive Vittorio Colao
The structure of the long-term plan has also been reviewed and the Committee Group HR Director Ronald Schellekens
believes that the current design remains appropriate with its strong continued focus Group Reward Director Tristram Roberts (until 31 October 2009)
on both cash flow and total shareholder return. Head of Group Reward Adam Parsons (1 November 2009 to 31 March 2010)

As well as considering the current package, the Remuneration Committee continues

to monitor how well incentive awards made in previous years align with the
Company’s performance. In this regard, the Committee is confident that there is a
strong link between performance and reward.
The Remuneration Committee has appreciated the dialogue and feedback from
investors and has taken account of their views when reviewing the incentive designs.
This has been seen in two ways: i) in the alignment of the senior leadership population
with the Board and the Executive Committee through the cascading down of the free
cash flow performance condition in the long-term plan; and ii) in the greater
differentiation that has been built into both short and long-term plans with individual
performance being more rigorously measured and directly affecting award sizes. The
Committee will continue to take an active interest in investors’ views and the voting
on the remuneration report. As such, it hopes to receive your support at the AGM on
27 July 2010.
External advisors
During the year Towers Watson supplied market data and advice on market practice
and governance. PricewaterhouseCoopers LLP provided performance analysis and
advice on plan design and performance measures. Both advisors were appointed by
the Remuneration Committee in 2007.
The advisors also provided advice to the Company on general human resource and
compensation related matters. In addition, PricewaterhouseCoopers LLP also
provided a broad range of tax, share scheme and advisory services to the Group
during the 2010 financial year.
As noted in his biographical details on page 49 of this annual report, during the year
Philip Yea joined an advisory board for PricewaterhouseCoopers LLP. In light of their
role as advisor to the Remuneration Committee on remuneration matters, this
appointment was considered by the Committee and it was determined that there is
no conflict or potential conflict arising.

Meetings
Luc Vandevelde The Remuneration Committee had five meetings during the year.
Chairman of the Remuneration Committee
18 May 2010

Contents
The detail of this remuneration report is set out over the following pages, as follows:

Page 57 – Remuneration Committee

Page 58 – Overview of remuneration philosophy
Page 59 – The remuneration package
Page 61 – Awards made to executive directors during the 2010 financial year
Page 61 – Amounts executive directors will actually receive in the 2011 financial year
Page 62 – Other considerations
Page 63 – Audited information for executive directors
Page 66 – Non-executive directors remuneration
Page 66 – Audited information for non-executive directors’ serving during the year
ended 31 March 2010
Page 67 – Beneficial interests

Vodafone Group Plc Annual Report 2010 57

Directors’ remuneration continued
Overview of remuneration philosophy Summary of key reward philosophies (continued)
Risk and reward
Remuneration policy ■■ In setting the balance between base salary, annual bonus and long-term
The Remuneration Committee commissioned a full review of the reward incentive levels, the Remuneration Committee has considered the risk involved
arrangements for the Company’s executive directors in the 2008 financial year and in the incentive schemes and is satisfied that the following design elements
the remuneration policy was last updated at this point. The policy is felt to be mitigate the principal risks:
appropriate for the coming financial year. ■■ the heavy weighting towards long-term incentives;

■■ the need for short-term incentive payouts to be used to purchase and

hold  investment shares in order to fully participate in the long-term

Vodafone wishes to provide a level of remuneration which attracts, retains and arrangements; and
motivates executive directors of the highest calibre. To maximise the effectiveness ■■ the enhanced weighting on non-financial measures in the short-term plan.
of the remuneration policy careful consideration will be given to aligning the ■■ The Remuneration Committee will continue to consider the risks involved in
remuneration package with shareholder interests and best practice. the incentive plans on an on-going basis.

The aim is to target an appropriate level of remuneration for managing the

business in line with the strategy. There will be the opportunity for executive Changes to plans for the 2011 financial year
directors to achieve significant upside for truly exceptional performance. The table below sets out any changes to the individual elements of the reward
package for the 2011 financial year:
In setting total remuneration the Remuneration Committee will consider a
Reward elements 2011 financial year
relevant group of comparators which will be selected on the basis of the role
being considered. Typically no more than three reference points will be used. Base salary No change to the benchmarking policy.
These will be as follows: top European companies, top UK companies and, Annual bonus There has been a re-balancing of the
particularly for scarce skills, the relevant market in question. weighting for the performance measures
to focus on service revenue. A competitive
These comparators reflect the fact that currently the majority of the business is performance assessment has been
in Europe, the Company’s primary listing is in the UK and that the Remuneration introduced which incorporates net
Committee is aware that, in some markets, the competition is tough for the very promotor score and in some markets
best talent. customer delight index.
Long-term incentive plan No change to the plan design.
A high proportion of total remuneration will be awarded through short-term and Investment opportunity No changes to the level of investment
long-term performance related remuneration. The Remuneration Committee an individual may make.
believes that incorporating and setting appropriate performance measures and
targets in the package is paramount – this will be reflected in an appropriate Setting remuneration levels
balance of operational and equity performance. The remuneration package for executive directors is benchmarked by reference to
total data for the base salary, annual bonus and long-term incentive levels combined.
Finally, to fully embed the link to shareholder alignment, all executive directors The principal comparator group (used for benchmarking only) is made up of 28 top
are expected to comply with the rigorous and stretching share ownership European companies excluding any in the financial services sector.
requirements set by the Remuneration Committee.
When undertaking the benchmarking process the Remuneration Committee makes
assumptions that individuals will invest their own money into the long-term incentive
plan. This means that individuals will need to make a significant investment in order
Summary of key reward philosophies to achieve a market competitive level of remuneration.
Link to business strategy
■■ Performance conditions have been determined to align with business strategy
Comparison of the ratio of fixed pay to variable pay
and to maximise shareholder value.
The base salary and pension contributions to executives are considered to be fixed
■■ The annual bonus continues to support the short-term operational performance
levels of remuneration. The annual bonus and the long-term incentive awards are
of the business by measuring against the business fundamentals of revenue,
variable, i.e. the actual value the executive receives will depend on the performance
profit, cash flow and competitive performance.
of the Company.
■■ The long-term incentive measures performance against:
■■ free cash flow, which is believed to be the single most important operational
As can be seen below the variable elements of the executive directors remuneration
measure; and
package are in excess of 77% assuming target performance, maximum co-investment
■■ total shareholder return (‘TSR’) relative to our key competitors.
and no movement in current share price.
Shareholder alignment
■■ The executives are required to meet stretching share ownership
Analysis of executive directors pay as a percentage of total package
requirements which are supported by the opportunity to invest into the long-
Chief Executive Other executive directors
term incentive plan.
■■ The performance conditions on the long-term incentive plan are there to
underpin shareholder value creation. 21.4 22.7

50.8 6.4 Base 47.8 Base

6.8
Pension Pension
allowance allowance
21.4 Bonus Bonus
Long-term 22.7 Long-term
incentives incentives

58 Vodafone Group Plc Annual Report 2010

 Governance

The remuneration package

The table below summarises the plans used to reward the executive directors in the 2010 financial year.

Summary Grant policy

Base salary
■■ Set by the Remuneration Committee as part of the overall benchmarking ■■ Base salaries set annually on 1 July.
process (see previous page).
■■ Benchmark assumed to be the market level for the role.
Annual bonus
Group Short-Term Incentive R  emuneration Committee reviews performance against targets over the ■■ Bonus levels reviewed annually. Mix of
Plan (‘GSTIP’)(1) financial year. Actual results measured against the budget set at the start of performance measures and the performance
the year. targets also reviewed.
Summary of the plan in the 2010 financial year ■■ Annual bonus paid in cash in June each year for
■■ 2010
 performance measures: performance over the previous financial year.
■■ Three key financial measures: operating profit (25%), service revenue (25%) ■■ Target bonus is 100% of base salary earned over
and free cash flow (35%); and the financial year.
■■ Customer delight (15%) – customer satisfaction is a key component in the ■■ Maximum bonus is 200% of base salary earned
Group’s success. and is only paid out for exceptional performance.
Changes for the 2011 financial year
■■ Performance
 measures for the 2011 financial year:
■■ Rebalance of weightings to focus on service revenue to stimulate top

line growth;
■■ Introduction of a competitive performance assessment to include customer

satisfaction; and
■■ Split of measures for the 2011 financial year: operating profit (20%), service

revenue (30%), free cash flow (20%) and competitive performance

assessment (30%).
Long-term incentives (details on page 60)
Global Long-Term Incentive ■■ Long-term incentive all delivered in performance shares. ■■ Base award set annually and made in June.
Plan (‘GLTI’) base awards ■■ Base award has vesting period of three years, subject to a matrix of two ■■ The Chief Executive’s base award will have a
performance measures over this period: target face value of 137.5% of base salary
■■ Firstly, an operational performance measure (free cash flow); and (maximum 550%) in June 2010.
■■ Secondly, an equity performance multiplier (relative TSR). ■■ The base award for other executive directors will
■■ Performance details set out in more detail on page 60. have a target face value of 110% of base salary
(maximum 440%) in June 2010.
Co-investment
matching awards ■■ Individuals may purchase Vodafone shares and hold them in trust for ■■ Matching award made annually in June in line with
three years in order to receive additional performance shares in the form the investment made.
of a GLTI matching award. ■■ Executive directors can co-invest up to two times
■■ Matching awards made under the GLTI plan have the same performance net base salary.
measures as the base award. ■■ Matching award will have a face value equal to
■■ Matching award used to encourage increased share ownership and 50% of the equivalent multiple of gross basic
supports the share ownership requirements set out below. salary invested.
Share ownership
requirements ■■ Option to co-invest into the GLTI plan designed to encourage executives ■■ The Chief Executive is required to hold four times
to meet their share ownership requirements. base salary.
■■ Ownership against the requirements must be met after five years. ■■ Other executive directors are required to hold
■■ Progress towards this requirement reviewed by the Remuneration three times base salary.
Committee before granting long-term awards.
Other remuneration
Defined benefit pension ■■ The Chief Financial Officer is a member of the UK defined benefit scheme ■■ The Chief Financial Officer is the only executive
for pensionable salary up to the scheme cap of £110,000. Details of this are director to receive this benefit.
set out in the pensions table on page 63. He receives the cash allowance set ■■ The UK defined benefit scheme closed to future
out below on pensionable salary over the scheme cap. accrual by existing members on 31 March 2010.
Defined contribution
pension/cash allowance ■■ The pension contribution or cash allowance is available for the executives ■■ 30% of basic salary taken either as a cash
to make provisions for their retirement. payment or a pension contribution.
Benefits
■■ Company car or cash allowance worth £19,200 per annum. ■■ 
Benefits reviewed from time to time.
■■ Private medical insurance.
■■ Chauffeur services, where appropriate, to assist with their role.
Note:
(1) GSTIP targets are not disclosed as they are commercially sensitive.

Vodafone Group Plc Annual Report 2010 59

Directors’ remuneration continued
Details of the GLTI performance shares
The number of shares vesting depends on the performance of two measures: free cash flow and relative TSR. This section sets out how the performance of each of the two
measures is calculated.

Underlying operational performance – adjusted free cash flow

The free cash flow performance is based on a three year cumulative adjusted free cash flow figure. The definition of adjusted free cash flow is reported free cash
flow excluding:

■■ Verizon Wireless additional distributions;

■■ Foreign exchange movements over the performance period; and
■■ Material one-off tax settlements.

The cumulative adjusted free cash flow target and range for awards in the 2011, 2010 and 2009 financial years are set out in the table below:

2011 2010 2009

Vesting Vesting Vesting
Performance £bn percentage £bn percentage £bn percentage
Threshold 17.50 50% 15.50 50% 15.50 50%
Target 20.50 100% 18.00 100% 17.50 100%
Superior 21.75 150% 19.25 150% 18.50 150%
Maximum 23.00 200% 20.50 200% 19.50 200%

The target free cash flow level is set by reference to the Company’s three year plan and market expectations. The Remuneration Committee consider the 2011, 2010 and
2009 targets to be stretching ones.

TSR out-performance of a peer group median

We have a limited number of appropriate peers and this makes the measurement of a relative ranking system volatile. As such, the out-performance of the median of a peer
group is felt to be the most appropriate TSR measure. The peer group for the performance condition for the 2011, 2010 and 2009 financial years is:

■■ BT Group;
■■ Deutsche Telekom;
■■ France Telecom;
■■ Telecom Italia;
■■ Telefonica; and
■■ Emerging market composite (consists of the average TSR performance of Bharti, MTN and Turkcell).

The relative TSR position will determine the performance multiplier. This will be applied to the free cash flow vesting percentage. There will be no multiplier until TSR
performance exceeds median. Above median the following table will apply to the 2011, 2010 and 2009 financial years (with linear interpolation between points):

Out-
performance
of peer group
median Multiplier
Median 0.0% p.a. No increase
65th percentile 4.5% p.a. 1.5 times
80th percentile (upper quintile) 9.0% p.a. 2.0 times

The performance measure has been calibrated using statistical techniques.

Combined vesting matrix

The combination of the two performance measures gives a combined vesting matrix as follows:
TSR performance
Free cash flow measure Up to median 65th 80th
Threshold 50% 75% 100%
Target 100% 150% 200%
Superior 150% 225% 300%
Maximum 200% 300% 400%

The combined vesting percentages are applied to the target number of shares granted.

The free cash flow performance is externally verified and approved by the Remuneration Committee. The performance assessment in respect of the TSR out-performance
of a peer group median is undertaken by PricewaterhouseCoopers LLP.

60 Vodafone Group Plc Annual Report 2010

 Governance

Awards made to executive directors during the 2010 financial year

Reward elements Vittorio Colao Andy Halford Michel Combes Stephen Pusey
Base salary Vittorio’s base salary was not Andy’s base salary was not Michel’s base salary increased Stephen’s base salary increased
increased from £975,000 in increased from £674,100 in July from £720,000 to £740,000 on from £445,200 to £500,000 on
July 2009. 2009. 1 June 2009 on promotion to 1 June 2009 on promotion to
the Board. the Board.
Annual bonus The target bonus was £975,000 The target bonus was £674,100 The target bonus was £736,667 The target bonus was £490,867
and the maximum bonus was and the maximum bonus was and the maximum bonus was and the maximum bonus was
£1,950,000. £1,348,200. £1,473,334. £981,734.
Long-term incentive plan In June 2009 the base award In July 2009 the base award for In June 2009 the base award In June 2009 the base award for
for the Chief Executive had the Chief Financial Officer had for the Chief Executive, Europe the Chief Technology Officer
a face value of 137.5% of base a face value of 110% of base had a face value of 110% of had a face value of 110% of base
salary at target. salary at target. base salary at target. salary at target.
Investment opportunity Vittorio invested 55% of the Andy invested 73% of the Michel invested 21% of the Stephen invested 30% of the
maximum into the GLTI plan maximum into the GLTI plan maximum into the GLTI plan maximum into the GLTI plan
(529,098 shares) and therefore (486,146 shares) and therefore (156,014) shares and therefore (147,896 shares) and therefore
received a matching award received a matching award received a matching award received a matching award
with a face value of 55% base with a face value of 73% with a face value of 21% with a face value of 30% base
salary at target. base salary at target. base salary at target. salary at target.

Amounts executive directors will actually receive in the 2011 financial year
As previously explained a very large percentage of the executive directors’ package is made up of variable pay subject to performance. The information below explains
what the executive directors who were on the Board on 31 March 2010 will actually receive from awards made previously with performance conditions which ended on
31 March 2010 but that will vest in the 2011 financial year.

As previously noted there were no salary increases, other than for promotions, for the executive directors during the 2010 financial year. However the Remuneration
Committee felt that it was appropriate to review base salary levels for the 2011 financial year. Accordingly, the new salaries shown below will become effective 1 July 2010.
In the case of Vittorio Colao this is his first increase since his promotion to the role of Chief Executive two years ago and reflects his outstanding leadership of the Company
in a very difficult environment.

The executive directors 2009/10 GSTIP is payable in June 2010 with actual payments detailed in the table below. Vittorio Colao, Andy Halford and Stephen Pusey were
measured solely against Group performance, whilst Michel Combes was measured on both Group and Europe Region performance. Group performance was at or above
target for each of the key financial measures particularly with respect to free cash flow.

Later in 2010 the GLTI share options granted in 2007 will vest. The threshold relative TSR performance target for the 2007 GLTI performance shares was met and, as such,
shares will vest from this award at 25%. In all cases performance was determined at 31 March 2010 year end. These figures are set out in the table below (only the 2009/10
GSTIP payment is included in the audited section towards the end of the directors’ remuneration report).

Vittorio Colao Andy Halford Michel Combes Stephen Pusey

Base salary
Base salary effective from July 2010 £1,065,000 £700,000 £770,000 £550,000
GSTIP (Annual bonus)(1)
Target (100% of base salary earned over 2010) £975,000 £674,100 £736,667 £490,867
Percentage of target achieved for the 2010 financial year 128.7% 128.7% 111.0% 128.7%
Actual bonus payout in June 2010 £1,254,825 £867,567 £817,700 £631,746
GLTI share options
Exercise price 162.5p 162.5p – 162.5p
GLTI share options awarded in July 2007 3,003,575 2,295,589 – 947,556
Vesting percentage based on three year earnings per share (‘EPS’) growth 100% 100% – 100%
GLTI share options vesting in 2010 3,003,575 2,295,589 – 947,556
GLTI performance shares
GLTI performance share awarded in July 2007 1,557,409 1,190,305 – 491,325
Vesting percentage based on relative TSR 25% 25% – 25%
GLTI performance shares vesting in 2010 389,352 297,576 – 122,831
Note:
(1) More information on key performance indicators, against which Group performance is measured, can be found in “Key performance indicators” on page 24.

Vodafone Group Plc Annual Report 2010 61

Directors’ remuneration continued
Other considerations
Service contracts of executive directors
The Remuneration Committee has determined that after an initial term of up to two
years’ duration executive directors’ contracts should thereafter have rolling terms
and be terminable on no more than one year’s notice.
All current executive directors’ contracts have an indefinite term (to normal
retirement date) and one year notice periods. No payments should normally be
payable on termination other than the salary due for the notice period and such
entitlements under incentive plans and benefits that are consistent with the terms
of such plans.
Dilution
All awards are made under plans that incorporate dilution limits as set out in the
guidelines for share incentive schemes published by the Association of British
Insurers. The current estimated dilution from subsisting awards, including executive
and all-employee share awards, is approximately 3.1% of the Company’s share capital
at 31 March 2010 (3.3% at 31 March 2009).
Funding
A mixture of newly issued shares, treasury shares and shares purchased in the market
by the employee benefit trust is used to satisfy share-based awards. This policy is
kept under review.

Date of
service agreement Notice period
Other matters
The share incentive plan and the co-investment into the GLTI plan include restrictions
Vittorio Colao 27 May 2008 12 months
on the transfer of shares while the shares are subject to the plan. Where, under an
Andy Halford 20 May 2005 12 months
employee share plan operated by the Company, participants are the beneficial
Michel Combes 1 June 2009 12 months
owners of the shares but not the registered owner, the voting rights are normally
Stephen Pusey 1 June 2009 12 months
exercised by the registered owner at the discretion of the participant.

Fees retained for external non-executive directorships All of the Company’s share plans contain provisions relating to a change of control.
Executive directors may hold positions in other companies as non-executive Outstanding awards and options would normally vest and become exercisable on a
directors. In the 2010 financial year Michel Combes was the only executive director change of control subject to the satisfaction of any performance conditions at
with such a position held at AS System SA. He retained fees of €33,120 in relation that time.
to this position over the full financial year. Fees were retained in accordance with
Group policy. TSR performance
The following chart shows the performance of the Company relative to the
Cascade to senior management FTSE100 index and FTSE Global Telecoms index. We were a constituent of both
The principles of the policy are cascaded, where appropriate, to the other members throughout the 2010 financial year.
of the Executive Committee as set out below. Five year historical TSR performance growth in the value of a hypothetical £100
holding over five years. FTSE 100 and FTSE Global Telecoms comparison based
Cascade of policy to Executive Committee – 2010 financial year on spot values
Total remuneration and base salary
Methodology consistent with the executive directors. 175
Annual bonus
150
The annual bonus is based on the same measures. However in some
circumstances these are measured within a region or business area rather than 125
across the whole Group. 100
Long-term incentive
The long-term incentive is consistent with the executive directors including 75

the opportunity to invest in the GLTI to receive matching awards. In addition, March 2005 March 2006 March 2007 March 2008 March 2009 March 2010
Executive Committee members have a share ownership requirement of two Key: ― FTSE 100 ― Vodafone Group ― FTSE Global Telecoms
times base salary.
Notes:
(1) Graph provided by Towers Watson and calculated according to a methodology that is compliant
All-employee share plans with the requirements of The Large and Medium Sized Companies and Groups (Accounts &
Reports) Regulation 2008.
The executive directors are also eligible to participate in the all-employee plans.
(2) Data sources: FTSE and Datastream.
(3) Performance of the Company shown by the graph is not indicative of vesting levels under the
Summary of plans Company’s various incentive plans.
Global AllShare Plan
A significant number of employees were granted an award of 340 shares
AllShares each on 1 July 2009. These awards vest after two years. In March
2010 the Remuneration Committee stated there would be no further grants.
Sharesave
The Vodafone Group 2008 Sharesave Plan is an HM Revenue & Customs
(‘HMRC’) approved scheme open to all permanently employed UK staff.
Options under the plan are granted at up to a 20% discount to market value.
Executive directors’ participation is included in the option table on page 65.
Share Incentive Plan
The Vodafone Share Incentive Plan is an HMRC approved plan open to all staff
permanently employed by a Vodafone Company in the UK. Participants may
contribute up to a maximum of £125 per month which the trustee of the plan
uses to buy shares on their behalf. An equivalent number of shares are
purchased with contributions from the employing company. UK based
executive directors are eligible to participate.

62 Vodafone Group Plc Annual Report 2010

 Governance

Audited information for executive directors

Remuneration for the year ended 31 March 2010
The remuneration of executive directors was as follows:

Salary/fees Incentive schemes(1) Cash in lieu of pension Benefits/other(2) Total

2010 2009 2010 2009 2010 2009 2010 2009 2010 2009
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Chief Executive
Vittorio Colao 975 932 1,255 881 292 280 146 171 2,668 2,264
Other executive directors
Andy Halford 674 666 868 650 169 167 26 25 1,737 1,508
Michel Combes 737 – 818 – 221 – 52 – 1,828 –
Stephen Pusey 491 – 632 – 147 – 38 – 1,308 –
Former Chief Executive
Arun Sarin – 436 – 434 – – – 553 – 1,423
Total 2,877 2,034 3,573 1,965 829 447 262 749 7,541 5,195
Notes:
(1) These figures are the cash payouts from the 2010 financial year Vodafone Group Short-Term Incentive Plan applicable to the year ended 31 March 2010. These awards are in relation to the performance
against targets in adjusted operating profit, service revenue, free cash flow, total communications revenue and customer delight index for the financial year ended 31 March 2010.
(2) Includes amounts in respect of cost of living allowance, private healthcare and car allowance.

The aggregate remuneration we paid to our collective senior management(1) for services for the year ended 31 March 2010 is set out below. The aggregate number of senior
management at 31 March 2010 was eight, the same as at 31 March 2009.
2010 2009
£’000 £’000
Salaries and fees 3,655 3,896
Incentive schemes(2) 4,417 2,984
Cash in lieu of pension 164 399
Benefits/other 3,376 2,949
Total 11,612 10,228
Notes:
(1) Aggregate remuneration for senior management is in respect of those individuals who were members of the Executive Committee during the year ended 31 March 2010, other than executive directors,
and reflects compensation paid from either 1 April 2009 or date of appointment to the Executive Committee, to 31 March 2010 or date of leaving, where applicable.
(2) Comprises the incentive scheme information for senior management on an equivalent basis to that disclosed for directors in the table at the top of this page. Details of share incentives awarded to
directors and senior management are included in footnotes to “Long-term incentives” on page 64.

Pensions
Vittorio Colao, Michel Combes and Stephen Pusey have elected to take a cash allowance of 30% of base salary in lieu of pension contributions.

Andy Halford was a contributing member of the Vodafone Group Pension Scheme, a UK defined benefit scheme approved by HMRC until 31 March 2010. The scheme
provides a benefit of two-thirds of pensionable salary after a minimum of 20 years’ service. The normal retirement age is 60 but directors may retire from age 55 with a
pension proportionately reduced to account for their shorter service, but with no actuarial reduction. Andy’s pensionable salary is capped in line with the Vodafone Group
pension scheme rules at £110,000. Andy has elected to take a cash allowance of 30% of base salary in lieu of pension contributions on salary above the scheme cap. Liabilities
in respect of the pension schemes in which the executive directors participate are funded to the extent described in note 23 to the consolidated financial statements. In
January 2010 Vodafone confirmed it would close its UK defined benefit scheme to future accrual by existing members on 31 March 2010. From 1 April 2010 Andy Halford
will be paid a cash allowance in lieu of pension of 30% of his full basic salary.

All the individuals referred to above are provided benefits in the event of death in service. They also have an entitlement under a long-term disability plan from which two-
thirds of base salary, up to a maximum benefit determined by the insurer, would be provided until normal retirement date.

Pension benefits earned by the directors serving during the year ended 31 March 2010 were:
Transfer value Employer
Change in Change in of increase allocation/
Change in transfer value accrued in accrued contribution
Total accrued accrued Transfer Transfer over year less benefit in benefit net to defined
benefit at 31 benefit over value at 31 value at 31 member excess of of member contribution
March 2010 (1) the year (1) March 2010(2) March 2009(2) contributions inflation contributions plans
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Vittorio Colao – – – – – – – –
Andy Halford 17.8 (6.5) 628.0 543.6 80.6 (6.2) – –
Michel Combes – – – – – – – –
Stephen Pusey – – – – – – – –
Notes:
(1) Andy Halford took the opportunity to take early retirement from the pension scheme due to the closure of the scheme on 31 March 2010. In accordance with the scheme rules, his accrued pension at
this date was reduced with an early retirement factor for four years to reflect the fact that his pension is being paid before age 55 and is therefore expected to be paid out for a longer period of time. In
addition, Andy Halford exchanged part of his early retirement pension at 31 March 2010 for a tax-free cash lump sum of £118,660. The accrued benefit of £17,800 shown above is Andy Halford’s pension
after the application of an early retirement factor and after cash has been taken. There is therefore a negative change in accrued benefit over the year. The accrued pension benefits earned by the
directors are those which would be paid annually on retirement, based on service to the end of the year, at the normal retirement age. The increase in accrued pension excludes any increase for
inflation.
(2) The transfer values 31 March 2010 have been calculated on the basis and methodology set by the Trustees after taking actuarial advice. No director elected to pay additional voluntary contributions.
The transfer values disclosed above do not represent a sum paid or payable to the individual director. Instead they represent a potential liability of the pension scheme.

In respect of senior management, the Group has made aggregate contributions of £851,000 into defined contribution pension schemes and had a total service cost of
£360,000 for defined pension liabilities.

Vodafone Group Plc Annual Report 2010 63

Directors’ remuneration continued
Directors’ interests in the shares of the Company
Historic medium-term incentives
This table shows conditional awards of ordinary shares made in prior periods to executive directors under the Deferred Share Bonus (‘DSB’). Shares which vested during the
year ended 31 March 2010 are also shown below:

Shares forfeited Shares vested

Total interest during the year in respect during the year in respect
in DSB at of the 2008 and of the 2008 and 2009 Total interest in DSB
1 April 2009 2009 financial years financial years(1)(2) at 31 March 2010
Number Number Number Number Total value
of shares of shares of shares of shares £’000
Vittorio Colao 153,671 – 153,671 – –
Andy Halford 275,820 – 275,820 – –
Michel Combes – – – – –
Stephen Pusey 93,670 – 93,670 – –
Total 523,161 – 523,161 – –
Notes:
(1) The shares vesting gave rise to cash payments equal to the equivalent value of dividends over the vesting period. These cash payments equated to £23,481 for Vittorio Colao, £42,145 for Andy Halford
and £14,313 for Stephen Pusey.
(2) Shares granted on 15 June 2007 vested on 15 June 2009. The closing mid-market share prices at these dates were 163.2 pence and 112.9 pence respectively. The performance condition for this award
was a requirement to achieve 85% of the cumulative planned free cash flow target for the 2008 and 2009 financial years, which was met in full.

No shares were awarded during the year under the deferred share bonus to any of the Company’s directors or senior management.

Long-term incentives
Performance shares
Conditional awards of ordinary shares made to executive directors under the Vodafone Group Plc 1999 Long-Term Stock Incentive Plan (‘LTSIP’) and the Vodafone Global
Incentive Plan (‘GIP’) for the relevant financial years are shown below. Long-term incentive shares that vested during the year ended 31 March 2010 are also shown below:
Total interest
in performance Shares Shares
shares at conditionally forfeited Shares Total interest Market
1 April 2009 awarded during vested during in performance price at date
or date of during the 2010 the 2010 the 2010 shares at awards
appointment financial year (1) financial year (2) financial year 31 March 2010(3) Total value(4) granted Vesting date
Number Number Number Number Number
of shares of shares of shares of shares of shares £’000 Pence
Vittorio Colao
2006 1,073,465 – (1,073,465) – – – 115.75 Jul 2009
2007 1,557,409 – – – 1,557,409 2,367 156.00 Jul 2010
2008 7,127,741 – – – 7,127,741 10,834 129.95 Jul 2011
2009 – 6,382,861 – – 6,382,861 9,702 117.20 Jul 2012
Total 9,758,615 6,382,861 (1,073,465) – 15,068,011 22,903

Andy Halford
2006 946,558 – (946,558) – – – 115.75 Jul 2009
2007 1,190,305 – – – 1,190,305 1,809 156.00 Jul 2010
2008 4,357,399 – – – 4,357,399 6,623 129.95 Jul 2011
2009 – 4,201,690 – – 4,201,690 6,387 117.20 Jul 2012
Total 6,494,262 4,201,690 (946,558) – 9,749,394 14,819

Michel Combes
2006 – – – – – – – Jul 2009
2007 – – – – – – – Jul 2010
2008 3,326,701 – – – 3,326,701 5,057 129.95 Jul 2011
2009 – 3,305,625 – – 3,305,625 5,025 117.20 Jul 2012
Total 3,326,701 3,305,625 – – 6,632,326 10,082

Stephen Pusey
2006 319,680 – (319,680) – – – 115.75 Jul 2009
2007 491,325 – – – 491,325 747 156.00 Jul 2010
2008 1,442,976 – – – 1,442,976 2,193 129.95 Jul 2011
2009 – 2,383,697 – – 2,383,697 3,623 117.20 Jul 2012
Total 2,253,981 2,383,697 (319,680) – 4,317,998 6,563
Notes:
(1) The awards were granted during the year under the Vodafone Global Incentive Plan using an average of the closing share prices on each of the five working days prior to and including 29 June being
117.5 pence. These awards have a performance period running from 1 April 2009 to 31 March 2012. The performance conditions are a matrix of free cash flow performance and relative total shareholder
return. The vesting date will be in June 2012.
(2) Shares granted on 25 July 2006 were forfeited on 25 July 2009. The performance condition on these awards was a relative total shareholder return measure against the companies making up the FTSE
Global Telecoms index at the start of the performance period. This condition was not met.
(3) The total interest at 31 March 2010 includes awards over three different performance periods ending on 31 March 2010, 31 March 2011 and 31 March 2012. The performance condition for the award
vesting in July 2010 is relative shareholder return measured against companies from the FTSE Global Telecoms index taken at the start of the performance period.
(4) The total value is calculated using the closing mid-market share price at 31 March 2010 of 152.0 pence.

The aggregate number of shares conditionally awarded during the year to the Company’s senior management is 14,142,323 shares. The performance and vesting conditions
on the shares awarded in the year are based on a matrix of free cash flow performance and relative total shareholder return.

64 Vodafone Group Plc Annual Report 2010

 Governance

Share options
No options have been granted to directors during the 2010 financial year. The following information summarises the directors’ options under the Vodafone Group 1998
Sharesave Scheme, the Vodafone Group 2008 Sharesave Plan, the Vodafone Group 1998 Company Share Option Scheme (‘CSOS’), the LTSIP and the GIP HMRC approved
awards may be made under all of the schemes above. The table also summarises the directors’ options under the Vodafone Group 1998 Executive Share Option Scheme
(‘ESOS’) which is not HMRC approved. No other directors have options under any of these schemes.

In the past, options under the Vodafone Group 1998 Sharesave Scheme were granted at a discount of 20% to the market value of the shares and options under
the Vodafone Group 2008 Sharesave Plan may be granted at a discount of 20% to the market value of the shares at the time of the grant. No other options may be granted
at a discount.

Options Options Options

At granted exercised lapsed
1 April 2009 during the during the during the Options Market
or date of 2010 financial 2010 financial 2010 financial held at Option Date from price on
Grant appointment year year year 31 March 2010 price which Expiry exercise
date(1) Number Number Number Number Number Pence(2) exercisable date Pence
Vittorio Colao
GIP Nov 2006 3,472,975 – – – 3,472,975 135.50 Nov 2009 Nov 2016 –
GIP Jul 2007 3,003,575 – – – 3,003,575 167.80 Jul 2010 Jul 2017 –
SAYE Jul 2009 – 16,568 – – 16,568 93.85 Sep 2014 Feb 2015 –
Total 6,476,550 16,568 – – 6,493,118

Andy Halford
CSOS Jul 1999 11,500 – – (11,500) – 255.00 Jul 2002 Jul 2009 –
ESOS Jul 1999 114,000 – – (114,000) – 255.00 Jul 2002 Jul 2009 –
CSOS Jul 2000 200 – – – 200 282.30 Jul 2003 Jul 2010 –
ESOS Jul 2000 66,700 – – – 66,700 282.30 Jul 2003 Jul 2010 –
LTSIP Jul 2001 152,400 – – – 152,400 151.56 Jul 2004 Jul 2011 –
LTSIP Jul 2002 94,444 – (94,444) – – 90.00 Jul 2005 Jul 2012 146.70
LTSIP Jul 2003 233,333 – (233,333) – – 119.25 Jul 2006 Jul 2013 146.70
LTSIP Jul 2004 226,808 – (226,808) – – 119.00 Jul 2007 Jul 2014 146.70
LTSIP Jul 2005 1,291,326 – – – 1,291,326 145.25 Jul 2008 Jul 2015 –
GIP Jul 2006 3,062,396 – (3,062,396) – – 115.25 Jul 2009 Jul 2016 146.70
SAYE Jul 2006 10,202 – (10,202) – – 91.64 Sep 2009 Feb 2010 131.95
GIP Jul 2007 2,295,589 – – – 2,295,589 167.80 Jul 2010 Jul 2017 –
SAYE Jul 2009 – 9,669 – – 9,669 93.85 Sep 2012 Feb 2013 –
Total 7,558,898 9,669 (3,627,183) (125,500) 3,815,884

Stephen Pusey
GIP Nov 2006 1,034,259 – – 1,034,259 135.50 Nov 2009 Nov 2016 –
GIP Jul 2007 947,556 – – 947,556 167.80 Jul 2010 Jul 2017 –
SAYE Jul 2009 – 9,669 – – 9,669 93.85 Sep 2012 Feb 2013 –
Total 1,981,815 9,669 – – 1,991,484

Michel Combes
SAYE Jul 2009 – 9,669 – – 9,699 93.85 Sep 2012 Feb 2013 –
Total – 9,669 – – 9,699
Notes:
(1) The unvested award granted in July 2007 has a performance period ending on 31 March 2010. The performance condition for this award is three year EPS growth ranges of 5% to 8% per annum.
(2) The closing mid-market share price on 31 March 2010 was 152.0 pence. The highest mid-market share price during the year was 153.8 pence and the lowest price was 111.2 pence.

Vodafone Group Plc Annual Report 2010 65

Directors’ remuneration continued
Non-executive directors’ remuneration
The remuneration of non-executive directors is reviewed annually by the Board,
excluding the non-executive directors. Our policy is to pay competitively for the role
including consideration of the time commitment required. In this regard, the fees are
benchmarked against a comparator group of the current FTSE 15 companies.
Following the 2010 review there will be an increase to the fees from 1 April 2010:
The Chairman is entitled to use of a car and a driver whenever and wherever he is
providing his services to or representing the Company.
Chairman and non-executive directors service contracts
The Chairman, Sir John Bond, has a contract that may be terminated by either party
on one year’s notice. The date of his letter of appointment is 5 December 2005.

Fees payable (£’000s)

Non-executive directors, including the Deputy Chairman, are engaged on letters
From From
Position/role 1 April 2010 1 April 2009 of appointment that set out their duties and responsibilities. The appointment of
Chairman(1) 600 575 non-executive directors may be terminated without compensation. Non-executive
Deputy Chairman 160 155 directors are generally not expected to serve for a period exceeding nine years.
Non-executive director 115 110
Chairmanship of Audit Committee 25 25 The terms and conditions of appointment of non-executive directors are available for
Chairmanship of Remuneration Committee 20 20 inspection by any person at the Company’s registered office during normal business
hours and at the AGM (for 15 minutes prior to the meeting and during the meeting).
Note:
(1) From 1 April 2010 the Chairman’s fee also includes the fee for the Chairmanship of the
Nominations and Governance Committee. Date of Date of
letter of appointment re-election
John Buchanan 28 April 2003 AGM 2010
In addition, an allowance of £6,000 is payable each time a non-Europe based non-
Alan Jebson 7 November 2006 AGM 2010
executive director is required to travel to attend Board and committee meetings to
Samuel Jonah 9 March 2009 AGM 2010
reflect the additional time commitment involved.
Nick Land 7 November 2006 AGM 2010
Details of each non-executive director’s remuneration for the 2010 financial year are Anne Lauvergeon 20 September 2005 AGM 2010
included in the table below. Simon Murray 16 May 2007 n/a
Luc Vandevelde 24 June 2003 AGM 2010
Non-executive directors do not participate in any incentive or benefit plans. Anthony Watson 6 February 2006 AGM 2010
The Company does not provide any contribution to their pension arrangements. Philip Yea 14 July 2005 AGM 2010

Audited information for non-executive directors serving during the year ended 31 March 2010(1):
Salary/fees Benefits Total
2010 2009 2010 2009 2010 2009
£’000 £’000 £’000 £’000 £’000 £’000
Chairman
Sir John Bond 575 575 3 27 578 602
Deputy Chairman
John Buchanan 155 155 – – 155 155
Non-executive directors
Dr Michael Boskin – 63 – – – 63
Alan Jebson 146 146 – – 146 146
Samuel Jonah 140 – – – 140 –
Nick Land 135 127 – – 135 127
Anne Lauvergeon 110 110 – – 110 110
Simon Murray 110 110 – – 110 110
Professor Jürgen Schrempp – 37 – – – 37
Luc Vandevelde 130 130 – – 130 130
Anthony Watson 110 110 – – 110 110
Philip Yea 110 110 – – 110 110
Total 1,721 1,673 3 27 1,724 1,700
Note:
(1) Former Chairman, Lord MacLaurin, received consulting fees of £42,000 during the year, together with continued benefits valued at £4,700 from his previous arrangements. These arrangements ended
in July 2009.

66 Vodafone Group Plc Annual Report 2010

 Governance

Beneficial interests
The beneficial interests of directors’ and their connected persons in the ordinary shares of the Company, which includes interests in the Vodafone Share Incentive Plan, but
which excludes interests in the Vodafone Group share option schemes, and the Vodafone Group short-term or long-term incentives, are shown below:

1 April 2009 or
17 May 2010 31 March 2010 date of appointment
Sir John Bond 357,584 357,584 237,345
John Buchanan 211,055 211,055 211,055
Vittorio Colao 1,575,567 1,575,567 1,046,149
Andy Halford 2,186,709 2,186,541 1,211,095
Michel Combes 392,389 392,223 232,827
Stephen Pusey 402,599 402,599 254,293
Alan Jebson 82,340 82,340 75,000
Samuel Jonah – – –
Nick Land 35,000 35,000 35,000
Anne Lauvergeon 28,936 28,936 28,936
Simon Murray 246,250 246,250 157,500
Luc Vandevelde 72,829 72,829 72,500
Anthony Watson 115,000 115,000 115,000
Philip Yea 61,250 61,250 61,250

At 31 March 2010 and during the period from 1 April 2010 to 17 May 2010, no director had any interest in the shares of any subsidiary company. Other than those individuals
included in the table above who were Board members at 31 March 2010, members of the Group’s Executive Committee at 31 March 2010 had an aggregate beneficial interest
in 3,229,762 ordinary shares of the Company. At 17 May 2010 the directors had an aggregate beneficial interest in 5,767,508 ordinary shares of the Company and the
Executive Committee members had an aggregate beneficial interest in 3,230,262 ordinary shares of the Company. However none of the directors or the Executive Committee
members had an individual beneficial interest amounting to greater than 1% of the Company’s ordinary shares.

Interests in share options of the Company

At 17 May 2010 there had been no change to the directors’ interests in share options from 31 March 2010 (see page 65).

Other than those individuals included in the table above, at 17 May 2010, members of the Group’s Executive Committee at that date held options for 4,302,914 ordinary
shares at prices ranging from 91.6 pence to 167.8 pence per ordinary share, with a weighted average exercise price of 158.0 pence per ordinary share exercisable at dates
ranging from July 2008 to July 2017.

Sir John Bond, John Buchanan, Alan Jebson, Samuel Jonah, Nick Land, Anne Lauvergeon, Simon Murray, Luc Vandevelde, Anthony Watson and Philip Yea held no options at
17 May 2010.

Directors’ interests in contracts

None of the current directors had a material interest in any contract of significance to which the Company or any of its subsidiaries was a party during the financial year.

Luc Vandevelde
On behalf of the Board

Vodafone Group Plc Annual Report 2010 67

Contents
Directors’ statement of responsibility 69 Audit report on the Company financial statements 118

Audit report on internal controls 70 Company financial statements of Vodafone Group Plc 119

Critical accounting estimates 71 Notes to the Company financial statements: 120

1. Basis of preparation 120
Audit report on the consolidated financial statements 73 2. Significant accounting policies 120
3. Fixed assets 121
Consolidated financial statements 74 4. Debtors 121
Consolidated income statement 74 5. Other investments 122
Consolidated statement of comprehensive income 74 6. Creditors 122
Consolidated statement of financial position 75 7. Share capital 122
Consolidated statement of changes in equity 76 8. Share-based payments 123
Consolidated statement of cash flows 77 9. Reserves and reconciliation of movements
in equity shareholders’ funds 123
Notes to the consolidated financial statements: 10. Equity dividends 123
1. Basis of preparation 78 11. Contingent liabilities 124
2. Significant accounting policies 78
3. Segment analysis 84 Separate financial statements required by Rule 3-09
4. Operating profit 86 of Regulation S-X B-1
5. Investment income and financing costs 87
6. Taxation 88 Report of Independent Registered Public Accounting Firm B-29
7. Equity dividends 90
8. Earnings per share 90
9. Intangible assets 91
10. Impairment 92
11. Property, plant and equipment 95
12. Principal subsidiaries 96
13. Investments in joint ventures 97
14. Investments in associates 98
15. Other investments 98
16. Inventory 99
17. Trade and other receivables 99
18. Cash and cash equivalents 100
19. Called up share capital 100
20. Share-based payments 101
21. Capital and financial risk management 103
22. Borrowings 105
23. Post employment benefits 109
24. Provisions 111
25. Trade and other payables 111
26. Acquisitions 112
27. Reconciliation of net cash flow from operating activities 113
28. Commitments 114
29. Contingent liabilities 114
30. Directors and key management compensation 116
31. Related party transactions 116
32. Employees 117

68 Vodafone Group Plc Annual Report 2010


Directors’ statement of responsibility
Financial statements and accounting records
Company law of England and Wales requires the directors to prepare financial
statements for each financial year which give a true and fair view of the state of affairs
of the Company and of the Group at the end of the financial year and of the profit or
loss of the Group for that period. In preparing those financial statements the directors
are required to:
■■ select suitable accounting policies and apply them consistently;
■■ make judgements and estimates that are reasonable and prudent;
■■ state whether the consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards (‘IFRS’) as adopted
for use in the EU;
■■ state for the Company financial statements whether applicable UK accounting
standards have been followed; and
■■ prepare the financial statements on a going concern basis unless it is inappropriate
to presume that the Company and the Group will continue in business.
The directors are responsible for keeping proper accounting records which disclose
with reasonable accuracy at any time the financial position of the Company and of
the Group and to enable them to ensure that the financial statements comply with
the Companies Act 2006 and Article 4 of the EU IAS Regulation. They are also
responsible for the system of internal control, for safeguarding the assets of the
Company and the Group and, hence, for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Directors’ responsibility statement
The Board confirms to the best of its knowledge:
■■ the consolidated financial statements, prepared in accordance with IFRS as issued
by the International Accounting Standards Board (‘IASB’) and IFRS as adopted by
the EU, give a true and fair view of the assets, liabilities, financial position and profit
or loss of the Group; and
■■ the directors’ report includes a fair review of the development and performance
of the business and the position of the Group together with a description of the
principal risks and uncertainties that it faces.
Neither the Company nor the directors accept any liability to any person in relation
to the annual report except to the extent that such liability could arise under English
law. Accordingly any liability to a person who has demonstrated reliance on any
untrue or misleading statement or omission shall be determined in accordance with
section 90A of the Financial Services and Markets Act 2000.
Disclosure of information to auditors
Having made the requisite enquiries, so far as the directors are aware, there is no
relevant audit information (as defined by Section 418(3) of the Companies Act 2006)
of which the Company’s auditors are unaware and the directors have taken all the
steps they ought to have taken to make themselves aware of any relevant audit
information and to establish that the Company’s auditors are aware of that information.
Going concern
After reviewing the Group’s and Company’s budget for the next financial year, and
other longer term plans, the directors are satisfied that, at the time of approving the
financial statements, it is appropriate to adopt the going concern basis in preparing
the financial statements. Further detail is included within liquidity and capital
resources on pages 41 to 44 and notes 21 and 22 to the consolidated financial
statements which include disclosure in relation to the Group’s objectives, policies and
processes for managing its capital; its financial risk management objectives; details
of its financial instruments and hedging activities; and its exposures to credit risk and
liquidity risk.
Financials
Management’s report on internal control
over financial reporting
As required by Section 404 of the Sarbanes-Oxley Act management is responsible
for establishing and maintaining adequate internal control over financial reporting
for the Group.
The Company’s internal control over financial reporting includes policies and
procedures that pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect transactions and dispositions of assets; provide
reasonable assurance that transactions are recorded as necessary to permit the
preparation of financial statements in accordance with IFRS, as adopted by the EU
and IFRS as issued by the IASB, and that receipts and expenditures are being made
only in accordance with authorisation of management and the directors of the
Company; and provide reasonable assurance regarding prevention or timely
detection of unauthorised acquisition, use or disposition of the Company’s assets
that could have a material effect on the financial statements.
Any internal control framework, no matter how well designed, has inherent limitations
including the possibility of human error and the circumvention or overriding of the
controls and procedures, and may not prevent or detect misstatements. Also
projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions or because
the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of the internal control over financial
reporting at 31 March 2010 based on the Internal Control – Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(‘COSO’). Based on management’s assessment management has concluded that the
internal control over financial reporting was effective at 31 March 2010.
The assessment excluded the internal controls over financial reporting relating to
Vodacom because it became a subsidiary during the year as described in note 26 to the
consolidated financial statements. Vodacom’s controls will be included in the Group’s
assessment at 31 March 2011.
Key sub-totals that result from the consolidation of Vodacom, whose internal controls
have not been assessed, are set out below:
£m
Total assets 8,996
Net assets 5,717
Revenue 4,450
Profit for the financial year 122
Management is not required to evaluate the internal controls of entities accounted
for under the equity method. Accordingly, the internal controls of these entities,
which contributed a net profit of £4,742 million (2009: £4,091 million) to the profit for
the financial year, have not been assessed, except relating to controls over the
recording of amounts relating to the investments that are recorded in the Group’s
consolidated financial statements.
During the period covered by this document there were no changes in the Company’s
internal control over financial reporting that have materially affected or are
reasonably likely to materially affect the effectiveness of the internal controls over
financial reporting.
The Company’s internal control over financial reporting at 31 March 2010 has been
audited by Deloitte LLP, an independent registered public accounting firm who also
audit the Group’s consolidated financial statements. Their audit report on internal
controls over financial reporting is on page 70.
By Order of the Board
Rosemary Martin
Secretary
18 May 2010
Vodafone Group Plc Annual Report 2010 69
Audit report on internal controls
Report of independent registered public accounting
firm to the members of Vodafone Group Plc
We have audited the internal control over financial reporting of Vodafone Group Plc
and subsidiaries and applicable joint ventures (the ‘Group’) as of 31 March 2010 based
on criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. As described
in management’s report on internal control over financial reporting, management
excluded from its assessment the internal control over financial reporting at Vodacom
Group Limited (‘Vodacom’), which became a subsidiary during the year and whose
financial statements constitute 6.3% and 5.7% of net and total assets, respectively,
10.0% of revenue, and 1.4% of profit for the financial year of the consolidated financial
statements amounts as of and for the year ended 31 March 2010. Accordingly, our
audit did not include the internal control over financial reporting at Vodacom.
Management is not required to evaluate the internal controls of entities accounted
for under the equity method. Accordingly, the internal controls of these entities,
which contributed a net profit of £4,742 million (2009: £4,091 million) to the profit for
the financial year, have not been assessed, except relating to the Group’s controls
over the recording and related disclosures of amounts relating to the investments
that are recorded in the consolidated financial statements.
Because of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper management override of controls,
material misstatements due to error or fraud may not be prevented or detected on a
timely basis. Also, projections of any evaluation of the effectiveness of the internal
control over financial reporting to future periods are subject to the risk that the
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Group maintained, in all material respects, effective internal
control over financial reporting as of 31 March 2010, based on the criteria established
in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated financial statements of
the Group as of and for the year ended 31 March 2010, prepared in conformity with
International Financial Reporting Standards (‘IFRS’), as adopted by the European Union
and IFRS as issued by the International Accounting Standards Board. Our report dated
18 May 2010 expressed an unqualified opinion on those financial statements.

The Group’s management is responsible for maintaining effective internal control

over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting, included in the accompanying management’s report on Deloitte LLP
internal control over financial reporting. Our responsibility is to express an opinion Chartered Accountants and Registered Auditors
on the Group’s internal control over financial reporting based on our audit. London
United Kingdom
We conducted our audit in accordance with the standards of the Public Company 18 May 2010
Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing
such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under
the supervision of, the company’s principal executive and principal financial officers, or
persons performing similar functions, and effected by the company’s board of directors,
management, and other personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance
with authorisations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorised
acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.

70 Vodafone Group Plc Annual Report 2010


Critical accounting estimates
The Group prepares its consolidated financial statements in accordance with IFRS as
issued by the IASB and IFRS as adopted by the European Union, the application of
which often requires judgements to be made by management when formulating the
Group’s financial position and results. Under IFRS, the directors are required to adopt
those accounting policies most appropriate to the Group’s circumstances for the
purpose of presenting fairly the Group’s financial position, financial performance and
cash flows.
In determining and applying accounting policies, judgement is often required in
respect of items where the choice of specific policy, accounting estimate or
assumption to be followed could materially affect the reported results or net asset
position of the Group should it later be determined that a different choice would be
more appropriate.
Management considers the accounting estimates and assumptions discussed below
to be its critical accounting estimates and, accordingly, provides an explanation of
each below.
The discussion below should also be read in conjunction with the Group’s disclosure
of significant IFRS accounting policies which is provided in note 2 to the consolidated
financial statements, “Significant accounting policies”.
Management has discussed its critical accounting estimates and associated
disclosures with the Company’s Audit Committee.
Impairment reviews
IFRS requires management to undertake an annual test for impairment of indefinite
lived assets and, for finite lived assets, to test for impairment if events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable.
Impairment testing is an area involving management judgement, requiring
assessment as to whether the carrying value of assets can be supported by the net
present value of future cash flows derived from such assets using cash flow
projections which have been discounted at an appropriate rate. In calculating the net
present value of the future cash flows, certain assumptions are required to be made
in respect of highly uncertain matters including management’s expectations of:
■■ growth in adjusted EBITDA, calculated as adjusted operating profit before
depreciation and amortisation;
■■ timing and quantum of future capital expenditure;
■■ long term growth rates; and
■■ the selection of discount rates to reflect the risks involved.
The Group prepares and approves formal five year management plans for its
operations, which are used in the value in use calculations. In certain developing
markets the fifth year of the management plan is not indicative of the long-term
future performance as operations may not have reached maturity. For these
operations, the Group extends the plan data for an additional five year period.
For businesses where the five year management plans are used for the Group’s value
in use calculations, a long-term growth rate into perpetuity has been determined as
the lower of:
■■ the nominal GDP rates for the country of operation; and
■■ the long-term compound annual growth rate in adjusted EBITDA in years six to ten
estimated by management.
For businesses where the plan data is extended for an additional five years for the
Group’s value in use calculations, a long-term growth rate into perpetuity has been
determined as the lower of:
■■ the nominal GDP rates for the country of operation; and
■■ the compound annual growth rate in adjusted EBITDA in years nine to ten of the
management plan.
Financials
Changing the assumptions selected by management, in particular the discount rate
and growth rate assumptions used in the cash flow projections, could significantly
affect the Group’s impairment evaluation and hence results.
The Group’s review includes the key assumptions related to sensitivity in the cash
flow projections. Further details are provided in note 10 to the consolidated
financial statements.
Revenue recognition and presentation
Arrangements with multiple deliverables
In revenue arrangements including more than one deliverable, the deliverables are
assigned to one or more separate units of accounting and the arrangement
consideration is allocated to each unit of accounting based on its relative fair value.
Determining the fair value of each deliverable can require complex estimates due to
the nature of the goods and services provided. The Group generally determines the
fair value of individual elements based on prices at which the deliverable is regularly
sold on a standalone basis after considering volume discounts where appropriate.
Presentation: gross versus net
When deciding the most appropriate basis for presenting revenue or costs of revenue,
both the legal form and substance of the agreement between the Group and
its business partners are reviewed to determine each party’s respective role in
the transaction.
Where the Group’s role in a transaction is that of principal, revenue is recognised on
a gross basis. This requires revenue to comprise the gross value of the transaction
billed to the customer, after trade discounts, with any related expenditure charged
as an operating cost.
Where the Group’s role in a transaction is that of an agent, revenue is recognised on
a net basis with revenue representing the margin earned.
Taxation
The Group’s tax charge on ordinary activities is the sum of the total current and deferred
tax charges. The calculation of the Group’s total tax charge necessarily involves a degree
of estimation and judgement in respect of certain items whose tax treatment cannot
be finally determined until resolution has been reached with the relevant tax authority
or, as appropriate, through a formal legal process. The final resolution of some of these
items may give rise to material profits, losses and/or cash flows.
The complexity of the Group’s structure following its geographic expansion makes
the degree of estimation and judgement more challenging. The resolution of issues
is not always within the control of the Group and it is often dependent on the
efficiency of the legal processes in the relevant taxing jurisdictions in which the
Group operates. Issues can, and often do, take many years to resolve. Payments in
respect of tax liabilities for an accounting period result from payments on account
and on the final resolution of open items. As a result there can be substantial differences
between the tax charge in the consolidated income statement and tax payments.
Significant items on which the Group has exercised accounting judgement include a
provision in respect of an enquiry from UK HMRC with regard to the CFC tax legislation
(see note 29 to the consolidated financial statements), litigation with the Indian tax
authorities in relation to the acquisition of Vodafone Essar (see note 29 to the
consolidated financial statements) and recognition of a deferred tax asset in respect
of the losses arising following the agreement of German tax loss claims (see note 6
of the consolidated financial statements). The amounts recognised in the
consolidated financial statements in respect of each matter are derived from the
Group’s best estimation and judgement as described above. However the inherent
uncertainty regarding the outcome of these items means eventual resolution could
differ from the accounting estimates and therefore impact the Group’s results and
cash flows.
Vodafone Group Plc Annual Report 2010 71
Critical accounting estimates continued
Recognition of deferred tax assets
The recognition of deferred tax assets is based upon whether it is more likely than not
that sufficient and suitable taxable profits will be available in the future against which
the reversal of temporary differences can be deducted.Where the temporary
differences related to losses, the availability of the losses to offset against forecast
taxable profits is also considered.
Recognition therefore involves judgement regarding the future financial performance
of the particular legal entity or tax group in which the deferred tax asset has
been recognised.
Historical differences between forecast and actual taxable profits have not resulted
in material adjustments to the recognition of deferred tax assets.
Business combinations
The recognition of business combinations requires the excess of the purchase price
of acquisitions over the net book value of assets acquired to be allocated to the
assets and liabilities of the acquired entity. The Group makes judgements and
estimates in relation to the fair value allocation of the purchase price. If any unallocated
portion is positive it is recognised as goodwill and if negative, it is recognised in the
income statement.
Goodwill
The amount of goodwill initially recognised as a result of a business combination is
dependent on the allocation of the purchase price to the fair value of the identifiable
assets acquired and the liabilities assumed. The determination of the fair value of the
assets and liabilities is based, to a considerable extent, on management’s judgement.
Allocation of the purchase price affects the results of the Group as finite lived
intangible assets are amortised, whereas indefinite lived intangible assets, including
goodwill, are not amortised and could result in differing amortisation charges based
on the allocation to indefinite lived and finite lived intangible assets.
On transition to IFRS the Group elected not to apply IFRS 3, “Business combinations”,
retrospectively as the difficulty in applying these requirements to the large number
of business combinations completed by the Group from incorporation through to
1 April 2004 exceeded any potential benefits. Goodwill arising before the date of
transition to IFRS, after adjusting for items including the impact of proportionate
consolidation of joint ventures, amounted to £78,753 million.
If the Group had elected to apply the accounting for business combinations
retrospectively it may have led to an increase or decrease in goodwill and increase in
licences, customer bases, brands and related deferred tax liabilities recognised
on acquisition.
Finite lived intangible assets
Other intangible assets include the Group’s aggregate amounts spent on the
acquisition of 2G and 3G licences, computer software, customer bases, brands and
development costs. These assets arise from both separate purchases and from
acquisition as part of business combinations.
On the acquisition of mobile network operators the identifiable intangible assets may
include licences, customer bases and brands. The fair value of these assets is
determined by discounting estimated future net cash flows generated by the asset
where no active market for the assets exist. The use of different assumptions for the
expectations of future cash flows and the discount rate would change the valuation
of the intangible assets.
The relative size of the Group’s intangible assets, excluding goodwill, makes the
judgements surrounding the estimated useful lives critical to the Group’s financial
position and performance.
At 31 March 2010 intangible assets, excluding goodwill, amounted to £22,420 million
(2009: £20,980 million) and represented 14.3% (2009: 13.7%) of the Group’s
total assets.
72 Vodafone Group Plc Annual Report 2010
Estimation of useful life
The useful life used to amortise intangible assets relates to the future performance
of the assets acquired and management’s judgement of the period over which
economic benefit will be derived from the asset. The basis for determining the useful
life for the most significant categories of intangible assets is as follows:
Licences and spectrum fees
The estimated useful life is generally the term of the licence unless there is a
presumption of renewal at negligible cost. Using the licence term reflects the period
over which the Group will receive economic benefit. For technology specific licences
with a presumption of renewal at negligible cost, the estimated useful economic life
reflects the Group’s expectation of the period over which the Group will continue to
receive economic benefit from the licence. The economic lives are periodically
reviewed taking into consideration such factors as changes in technology. Historically
any changes to economic lives have not been material following these reviews.
Customer bases
The estimated useful life principally reflects management’s view of the average
economic life of the customer base and is assessed by reference to customer churn
rates. An increase in churn rates may lead to a reduction in the estimated useful life
and an increase in the amortisation charge. Historically changes to the estimated
useful lives have not had a significant impact on the Group’s results and financial position.
Capitalised software
The useful life is determined by management at the time the software is acquired and
brought into use and is regularly reviewed for appropriateness. For computer
software licences, the useful life represents management’s view of expected benefits
over which the Group will receive benefits from the software, but not exceeding the
licence term. For unique software products controlled by the Group, the life is based
on historical experience with similar products as well as anticipation of future events
which may impact their life such as changes in technology. Historically changes in
useful lives have not resulted in material changes to the Group’s amortisation charge.
Property, plant and equipment
Property, plant and equipment also represent a significant proportion of the asset
base of the Group being 12.9% (2009: 12.6%) of the Group’s total assets. Therefore the
estimates and assumptions made to determine their carrying value and related
depreciation are critical to the Group’s financial position and performance.
Estimation of useful life
The charge in respect of periodic depreciation is derived after determining an
estimate of an asset’s expected useful life and the expected residual value at the end
of its life. Increasing an asset’s expected life or its residual value would result in a
reduced depreciation charge in the consolidated income statement.
The useful lives and residual values of Group assets are determined by management
at the time the asset is acquired and reviewed annually for appropriateness. The lives
are based on historical experience with similar assets as well as anticipation of future
events which may impact their life such as changes in technology. Furthermore
network infrastructure is only depreciated over a period that extends beyond
the  expiry of the associated licence under which the operator provides
telecommunications services if there is a reasonable expectation of renewal or an
alternative future use for the asset.
Historically changes in useful lives and residual values have not resulted in material
changes to the Group’s depreciation charge.
Provisions and contingent liabilities
The Group exercises judgement in measuring and recognising provisions and the
exposures to contingent liabilities related to pending litigation or other outstanding
claims subject to negotiated settlement, mediation, arbitration or government
regulation, as well as other contingent liabilities (see note 29 to the consolidated
financial statements). Judgement is necessary in assessing the likelihood that a
pending claim will succeed, or a liability will arise, and to quantify the possible range
of the financial settlement. Because of the inherent uncertainty in this evaluation
process, actual losses may be different from the originally estimated provision.
 Financials

Report of independent registered public accounting firm

To the Board of Directors and Shareholders
of Vodafone Group plc
We have audited the accompanying consolidated statements of financial position of
Vodafone Group plc and subsidiaries (the “Company”) as of 31 March 2010 and
31 March 2009, and the related consolidated income statements, consolidated
statements of comprehensive income, consolidated statements of changes in equity
and consolidated statement of cash flows for each of the three years in the period
ended 31 March 2010. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, such consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of 31 March 2010 and 31 March
2009, and the results of its operations and its cash flows for each of the three years
in the period ended 31 March 2010, in conformity with International Financial
Reporting Standards (“IFRS”) as adopted for use in the European Union and IFRS as
issued by the International Accounting Standards Board (“IASB”).

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of the Company’s
internal control over financial reporting as at 31 March 2010, based on the criteria
established in the Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission and our report dated
18 May 2010 expressed an unqualified opinion on the Company’s internal control
over financial reporting.

Deloitte LLP
Chartered Accountants and Registered Auditors
London
United Kingdom
18 May 2010

Vodafone Group Plc Annual Report 2010 73

Consolidated income statement
for the years ended 31 March
2010 2009 2008
Note £m £m £m
Revenue 3 44,472 41,017 35,478
Cost of sales (29,439) (25,842) (21,890)
Gross profit 15,033 15,175 13,588
Selling and distribution expenses (2,981) (2,738) (2,511)
Administrative expenses (5,328) (4,771) (3,878)
Share of result in associates 14 4,742 4,091 2,876
Impairment losses, net 10 (2,100) (5,900) –
Other income and expense 114 – (28)
Operating profit 4 9,480 5,857 10,047
Non-operating income and expense (10) (44) 254
Investment income 5 716 795 714
Financing costs 5 (1,512) (2,419) (2,014)
Profit before taxation 8,674 4,189 9,001
Income tax expense 6 (56) (1,109) (2,245)
Profit for the financial year 8,618 3,080 6,756

Attributable to:
– Equity shareholders 8,645 3,078 6,660
– Non-controlling interests (27) 2 96
8,618 3,080 6,756

Basic earnings per share 8 16.44p 5.84p 12.56p

Diluted earnings per share 8 16.36p 5.81p 12.50p

Consolidated statement of comprehensive income

for the years ended 31 March
2010 2009 2008
£m £m £m
Gains/(losses) on revaluation of available-for-sale investments, net of tax 206 (2,383) 1,949
Foreign exchange translation differences, net of tax (1,021) 12,375 5,537
Net actuarial losses on defined benefit pension schemes, net of tax (104) (163) (37)
Revaluation gain 860 68 –
Foreign exchange gains transferred to the income statement (84) (3) (7)
Fair value losses/(gains) transferred to the income statement 3 – (570)
Other, net of tax 67 (40) 37
Other comprehensive (loss)/income (73) 9,854 6,909
Profit for the financial year 8,618 3,080 6,756
Total comprehensive income for the year 8,545 12,934 13,665

Attributable to:
– Equity shareholders 8,312 13,037 13,912
– Non-controlling interests 233 (103) (247)
8,545 12,934 13,665

The accompanying notes are an integral part of these consolidated financial statements.

74 Vodafone Group Plc Annual Report 2010

 Financials

Consolidated statement of financial position

at 31 March
2010 2009
Note £m £m
Non-current assets
Goodwill 9 51,838 53,958
Other intangible assets 9 22,420 20,980
Property, plant and equipment 11 20,642 19,250
Investments in associates 14 36,377 34,715
Other investments 15 7,591 7,060
Deferred tax assets 6 1,033 630
Post employment benefits 23 34 8
Trade and other receivables 17 2,831 3,069
142,766 139,670

Current assets
Inventory 16 433 412
Taxation recoverable 191 77
Trade and other receivables 17 8,784 7,662
Other investments 15 388 –
Cash and cash equivalents 18 4,423 4,878
14,219 13,029
Total assets 156,985 152,699

Equity
Called up share capital 19 4,153 4,153
Additional paid-in capital 153,509 153,348
Treasury shares (7,810) (8,036)
Retained losses (79,655) (83,820)
Accumulated other comprehensive income 20,184 20,517
Total equity shareholders’ funds 90,381 86,162

Non-controlling interests 3,379 1,787

Put options over non-controlling interests (2,950) (3,172)
Total non-controlling interests 429 (1,385)
Total equity 90,810 84,777

Non-current liabilities
Long-term borrowings 22 28,632 31,749
Deferred tax liabilities 6 7,377 6,642
Post employment benefits 23 237 240
Provisions 24 497 533
Trade and other payables 25 816 811
37,559 39,975
Current liabilities
Short-term borrowings 22 11,163 9,624
Current taxation liabilities 2,874 4,552
Provisions 24 497 373
Trade and other payables 25 14,082 13,398
28,616 27,947
Total equity and liabilities 156,985 152,699

The consolidated financial statements were approved by the Board of directors on 18 May 2010 and were signed on its behalf by:

Vittorio Colao Andy Halford

Chief Executive Chief Financial Officer

The accompanying notes are an integral part of these consolidated financial statements.

Vodafone Group Plc Annual Report 2010 75

Consolidated statement of changes in equity
for the years ended 31 March
Equity
Additional Other comprehensive income share- Non-
Share paid-in Treasury Retained Currency Pensions Investment Revaluation holders’ controlling
capital capital(1) shares losses reserve reserve reserve surplus Other funds interests Total
£m £m £m £m £m £m £m £m £m £m £m £m
1 April 2007 4,172 152,889 (8,047) (85,253) 101 (59) 3,152 112 – 67,067 226 67,293
Issue or reissue of shares 10 129 191 (60) – – – – – 270 – 270
Redemption or cancellation
of shares – 7 – (7) – – – – – – – –
Share-based payment – 114 – – – – – – – 114 – 114
Acquisition of subsidiaries – – – – – – – – – – (1,435) (1,435)
Comprehensive income – – – 6,660 5,873 (37) 1,379 – 37 13,912 (247) 13,665
Profit – – – 6,660 – – – – – 6,660 96 6,756
OCI – before tax – – – – 5,827 (47) 1,949 – 37 7,766 (343) 7,423
OCI – taxes – – – – 53 10 – – – 63 – 63
Transfer to the
income statement – – – – (7) – (570) – – (577) – (577)
Dividends – – – (3,653) – – – – – (3,653) (113) (3,766)
Equity put rights and
similar arrangements – – – 333 – – – – – 333 – 333
Other – – – – – – – – – – (3) (3)
31 March 2008 4,182 153,139 (7,856) (81,980) 5,974 (96) 4,531 112 37 78,043 (1,572) 76,471

Issue or reissue of shares 3 4 65 (44) – – – – – 28 – 28

Purchase of own shares – – (1,000) – – – – – – (1,000) – (1,000)
Redemption or cancellation
of shares (32) 47 755 (770) – – – – – – – –
Share-based payment – 158 – – – – – – – 158 – 158
Acquisition of subsidiaries – – – (87) – – – – – (87) 436 349
Comprehensive income – – – 3,078 12,477 (163) (2,383) 68 (40) 13,037 (103) 12,934
Profit – – – 3,078 – – – – – 3,078 2 3,080
OCI – before tax – – – – 12,614 (220) (2,383) 68 (56) 10,023 (105) 9,918
OCI – taxes – – – – (134) 57 – – 16 (61) – (61)
Transfer to the
income statement – – – – (3) – – – – (3) – (3)
Dividends – – – (4,017) – – – – – (4,017) (162) (4,179)
Other – – – – – – – – – – 16 16
31 March 2009 4,153 153,348 (8,036) (83,820) 18,451 (259) 2,148 180 (3) 86,162 (1,385) 84,777

Issue or reissue of shares – – 189 (119) – – – – – 70 – 70

Share-based payment – 161 – – – – – – – 161 – 161
Acquisition of subsidiaries – – – (133) – – – – – (133) 1,636 1,503
Comprehensive income – – – 8,645 (1,365) (104) 209 860 67 8,312 233 8,545
Profit/(loss) – – – 8,645 – – – – – 8,645 (27) 8,618
OCI – before tax – – – – (1,320) (149) 377 860 79 (153) 260 107
OCI – taxes – – – – 39 45 (171) – (12) (99) – (99)
Transfer to the
income statement – – – – (84) – 3 – – (81) – (81)
Dividends – – – (4,131) – – – – – (4,131) (56) (4,187)
Other – – 37 (97) – – – – – (60) 1 (59)
31 March 2010 4,153 153,509 (7,810) (79,655) 17,086 (363) 2,357 1,040 64 90,381 429 90,810
Note:
(1) Includes share premium and the capital redemption reserve.

76 Vodafone Group Plc Annual Report 2010

 Financials

Consolidated statement of cash flows

for the years ended 31 March
2010 2009 2008
Note £m £m £m
Net cash flow from operating activities 27 13,064 12,213 10,474

Cash flows from investing activities

Purchase of interests in subsidiaries and joint ventures, net of cash acquired (1,777) (1,389) (5,957)
Purchase of intangible assets (2,134) (1,764) (846)
Purchase of property, plant and equipment (4,841) (5,204) (3,852)
Purchase of investments (522) (133) (96)
Disposal of interests in subsidiaries, net of cash disposed – 4 –
Disposal of interests in associates – 25 –
Disposal of property, plant and equipment 48 317 39
Disposal of investments 17 253 785
Dividends received from associates 1,436 647 873
Dividends received from investments 141 108 72
Interest received 195 302 438
Net cash flow from investing activities (7,437) (6,834) (8,544)

Cash flows from financing activities

Issue of ordinary share capital and reissue of treasury shares 70 22 310
Net movement in short-term borrowings 227 (25) (716)
Proceeds from issue of long-term borrowings 4,217 6,181 1,711
Repayment of borrowings (5,184) (2,729) (3,847)
Purchase of treasury shares – (963) –
B share capital redemption – (15) (7)
Equity dividends paid (4,139) (4,013) (3,658)
Dividends paid to non-controlling shareholders in subsidiaries (56) (162) (113)
Amounts received from non-controlling shareholders 613 618 –
Interest paid (1,601) (1,470) (1,545)
Net cash flow from financing activities (5,853) (2,556) (7,865)

Net cash flow (226) 2,823 (5,935)

Cash and cash equivalents at beginning of the financial year 18 4,846 1,652 7,458
Exchange (loss)/gain on cash and cash equivalents (257) 371 129
Cash and cash equivalents at end of the financial year 18 4,363 4,846 1,652

The accompanying notes are an integral part of these consolidated financial statements.

Vodafone Group Plc Annual Report 2010 77

Notes to the consolidated financial statements
1. Basis of preparation
The consolidated financial statements are prepared in accordance with IFRS as
issued by the IASB. The consolidated financial statements are also prepared in
accordance with IFRS adopted by the EU, the Companies Act 2006 and Article 4 of
the EU IAS Regulations.
The preparation of financial statements in conformity with IFRS requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. For a discussion on the Group’s critical accounting estimates see “Critical
accounting estimates” on pages 71 and 72. Actual results could differ from those
estimates. The estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in the period of the
revision and future periods if the revision affects both current and future periods.
Amounts in the consolidated financial statements are stated in pounds sterling.
Vodafone Plc is registered in England (No. 1833679).
2. Significant accounting policies
Accounting convention
The consolidated financial statements are prepared on a historical cost basis except
for certain financial and equity instruments that have been measured at fair value.
New accounting pronouncements adopted
IFRIC 13 – “Customer Loyalty Programmes”
The Group adopted IFRIC 13 on 1 April 2009. The interpretation addresses how
companies that grant their customers loyalty award credits when buying goods and
services should account for their obligations to provide free or discounted goods and
services. It requires that consideration received be allocated between the award
credits and the other components of the sale. The adoption of this interpretation did
not result in a material impact on the Group’s results or financial position.
IAS 23 (Revised) – “Borrowing Costs”
The Group adopted IAS 23 (Revised) on 1 April 2009. This standard requires the
capitalisation of borrowing costs to the extent they are directly attributable to the
acquisition, production or construction of a qualifying asset. The option of immediate
recognition of those borrowing costs as an expense, previously used by the Group,
has been removed. The adoption of this standard did not result in a material impact
on the Group’s results or financial position.
IAS 1 (Revised) – “Presentation of Financial Statements”
The Group adopted IAS 1 (Revised) on 1 April 2009. A separate consolidated
statement of changes in equity is now included as part of the primary financial
statements. The Group changed the naming of the primary financial statements and
adopted certain new terminology set out in the revised standard.
IFRS 7 – “Financial Instruments: Disclosure”
The Group adopted an amendment to IFRS 7 on 1 April 2009. The standard requires
enhanced disclosure regarding fair value measurements and liquidity risk. The
adoption of this standard did not impact the Group’s results or financial position.
New accounting pronouncements not yet adopted
IFRS 3 (Revised) “Business Combinations” was issued in January 2008 and will apply
to business combinations occurring on or after 1 April 2010. The revised standard
introduces a number of changes in the accounting for business combinations that
will impact the amount of goodwill recognised, the reported results in the period that
a business combination occurs and future reported results. This standard is likely
to have a significant impact on the Group’s accounting for business combinations
post adoption.
78 Vodafone Group Plc Annual Report 2010
An amendment to IAS 27 “Consolidated and Separate Financial Statements” was
issued in January 2008 and is effective for annual periods beginning on or after 1 July
2009. The amendment requires that when a transaction occurs with non-controlling
interests in Group entities that do not result in a change in control, the difference
between the consideration paid or received and the recorded non-controlling
interest should be recognised in equity. In cases where control is lost, any retained
interest should be remeasured to fair value with the difference between fair value and
the previous carrying value being recognised immediately in the income statement.
The Group has historically entered into transactions that would have been within the
scope of the amendment to this standard and may do so in the future.
Phase I of IFRS 9 “Financial Instruments” was issued in November 2009 and is
effective for annual periods beginning on or after 1 January 2013. The standard
introduces changes to the classification and measurement of financial assets. The
Group is currently assessing the impact of the standard on its results, financial
position and cash flows. This standard has not yet been endorsed for use in the EU.
The Group has not adopted the following pronouncements, which have been issued
by the IASB or the IFRIC. The Group does not currently believe the adoption of these
pronouncements will have a material impact on the consolidated results, financial
position or cash flows of the Group. These pronouncements have been endorsed for
use in the EU, unless otherwise stated.
■■ “Amendment to IAS 39 Financial Instruments: Recognition and Measurement –
Exposures Qualifying for Hedge Accounting”, effective for annual periods
beginning on or after 1 July 2009.
■■ “Embedded derivatives: Amendments to IFRIC 9 and IAS 39”, effective for annual
periods beginning on or after 30 June 2009.
■■ “Improvements to IFRSs” issued in April 2009 are effective over a range of dates,
with the earliest being for annual periods beginning on or after 1 January 2010.
■■ IFRS 1, “Additional Exemptions for First-time Adopters”, effective for periods
beginning on or after 1 January 2010. This standard has not yet been endorsed for
use in the EU.
■■ “IFRS for Small and Medium-Sized Entities”, issued July 2009, effective
immediately. This standard has not yet been endorsed for use in the EU.
■■ IFRS 2, “Group Cash-settled Share-based Payment Transactions”, effective for
periods beginning on or after 1 January 2010.
■■ “Amendment to IAS 32, “Classification of Rights Issues”, effective for annual
periods beginning on or after 1 February 2010.
■■ “Amendment to IAS 24, “Related Party Disclosures – State-controlled Entities and
the Definition of a Related Party”, effective for annual periods beginning on or after
1 January 2011. This amendment has not yet been endorsed for use in the EU.
■■ Amendment to IFRIC 14, “Prepayments on a Minimum Funding Requirement”,
effective for annual periods beginning on or after 1 January 2011. This
interpretation has not yet been endorsed for use in the EU.
■■ IFRIC 17, “Distributions of Non-cash Assets to Owners”, effective for annual periods
beginning on or after 1 July 2009.
■■ IFRIC 19, “Extinguishing Financial Liabilities with Equity Instruments”, effective
annual periods beginning on or after 1 July 2010 with early adoption permitted.
This interpretation has not yet been endorsed for use in the EU.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the
Company and entities controlled, both unilaterally and jointly, by the Company.
Accounting for subsidiaries
A subsidiary is an entity controlled by the Company. Control is achieved where the
Company has the power to govern the financial and operating policies of an entity so
as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the
income statement from the effective date of acquisition or up to the effective date of
disposal, as appropriate. Where necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into line with those used
by the Group.

All intra-group transactions, balances, income and expenses are eliminated
on consolidation.
Non-controlling interests in the net assets of consolidated subsidiaries are identified
separately from the Group’s equity therein. Non-controlling interests consist of the
amount of those interests at the date of the original business combination and the
non-controlling shareholder’s share of changes in equity since the date of the
combination. Losses applicable to the non-controlling shareholders in excess of the
non-controlling shareholders’ share of changes in equity are allocated against the
interests of the Group except to the extent that the non-controlling shareholders
have a binding obligation and are able to make an additional investment to cover
the losses.
Business combinations
The acquisition of subsidiaries is accounted for using the purchase method. The cost
of the acquisition is measured at the aggregate of the fair values, at the date of
exchange, of assets given, liabilities incurred or assumed, and equity instruments
issued by the Group in exchange for control of the acquiree, plus any costs directly
attributable to the business combination. The acquiree’s identifiable assets and
liabilities are recognised at their fair values at the acquisition date.
Goodwill arising on acquisition is recognised as an asset and initially measured at
cost, being the excess of the cost of the business combination over the Group’s
interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities recognised.
The interest of non-controlling shareholders in the acquiree is initially measured at
the non-controlling shareholders’ proportion of the net fair value of the assets,
liabilities and contingent liabilities recognised.
Where the Group increases its interest in an entity such that control is achieved,
previously held identifiable assets, liabilities and contingent liabilities of the acquired
entity are revalued to their fair value at the date of acquisition, being the date at which
the Group achieves control of the acquiree. The movement in fair value is taken to
the asset revaluation surplus.
Acquisition of interests from non-controlling
shareholders
Acquisitions of non-controlling interests in subsidiaries are accounted for as
transactions between shareholders. There is no remeasurement to fair value of net
assets acquired that were previously attributable to non-controlling shareholders.
Interests in joint ventures
A joint venture is a contractual arrangement whereby the Group and other parties
undertake an economic activity that is subject to joint control; that is, when the
strategic financial and operating policy decisions relating to the activities require the
unanimous consent of the parties sharing control.
The Group reports its interests in jointly controlled entities using proportionate
consolidation. The Group’s share of the assets, liabilities, income, expenses and cash
flows of jointly controlled entities are combined with the equivalent items in the
results on a line-by-line basis.
Any goodwill arising on the acquisition of the Group’s interest in a jointly controlled
entity is accounted for in accordance with the Group’s accounting policy for goodwill
arising on the acquisition of a subsidiary.
Investments in associates
An associate is an entity over which the Group has significant influence and that is
neither a subsidiary nor an interest in a joint venture. Significant influence is the
power to participate in the financial and operating policy decisions of the investee
but is not control or joint control over those policies.
Financials
The results and assets and liabilities of associates are incorporated in the consolidated
financial statements using the equity method of accounting. Under the equity
method, investments in associates are carried in the consolidated statement of
financial position at cost as adjusted for post-acquisition changes in the Group’s share
of the net assets of the associate, less any impairment in the value of the investment.
Losses of an associate in excess of the Group’s interest in that associate are not
recognised. Additional losses are provided for, and a liability is recognised, only to the
extent that the Group has incurred legal or constructive obligations or made
payments on behalf of the associate.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the
identifiable assets, liabilities and contingent liabilities of the associate recognised at
the date of acquisition is recognised as goodwill. The goodwill is included within the
carrying amount of the investment.
The licences of the Group’s associate in the US, Verizon Wireless, are indefinite lived
assets as they are subject to perfunctory renewal. Accordingly, they are not subject
to amortisation but are tested annually for impairment, or when indicators exist that
the carrying value is not recoverable.
Intangible assets
Identifiable intangible assets are recognised when the Group controls the asset, it is
probable that future economic benefits attributed to the asset will flow to the Group
and the cost of the asset can be reliably measured.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of
acquisition over the Group’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities of the entity recognised at the date of acquisition.
Goodwill is initially recognised as an asset at cost and is subsequently measured
at cost less any accumulated impairment losses. Goodwill is held in the currency
of the acquired entity and revalued to the closing rate at each end of reporting
period date.
Goodwill is not subject to amortisation but is tested for impairment.
Negative goodwill arising on an acquisition is recognised directly in the
income statement.
On disposal of a subsidiary or a jointly controlled entity, the attributable amount of
goodwill is included in the determination of the profit or loss recognised in the
income statement on disposal.
Goodwill arising before the date of transition to IFRS, on 1 April 2004, has been
retained at the previous UK GAAP amounts, subject to being tested for impairment
at that date. Goodwill written off to reserves under UK GAAP prior to 1998 has not been
reinstated and is not included in determining any subsequent profit or loss on disposal.
Finite lived intangible assets
Intangible assets with finite lives are stated at acquisition or development cost, less
accumulated amortisation. The amortisation period and method is reviewed at least
annually. Changes in the expected useful life or the expected pattern of consumption
of future economic benefits embodied in the asset is accounted for by changing the
amortisation period or method, as appropriate, and are treated as changes in
accounting estimates. The amortisation expense on intangible assets with finite lives
is recognised in profit or loss in the expense category consistent with the function of
the intangible asset.
Licence and spectrum fees
Amortisation periods for licence and spectrum fees are determined primarily by
reference to the unexpired licence period, the conditions for licence renewal and
whether licences are dependent on specific technologies. Amortisation is charged
to the income statement on a straight-line basis over the estimated useful lives from
the commencement of service of the network.
Vodafone Group Plc Annual Report 2010 79
Notes to the consolidated financial statements continued
2. Significant accounting policies continued
Computer software
Computer software comprises computer software purchased from third parties as
well as the cost of internally developed software. Computer software licences are
capitalised on the basis of the costs incurred to acquire and bring into use the specific
software. Costs that are directly associated with the production of identifiable and
unique software products controlled by the Group, and are probable of producing
future economic benefits are recognised as intangible assets. Direct costs include
software development employee costs and directly attributable overheads.
Software integral to a related item of hardware equipment is accounted for as
property, plant and equipment.
Costs associated with maintaining computer software programs are recognised as
an expense when they are incurred.
Internally developed software is recognised only if all of the following conditions
are met:
■■ an asset is created that can be separately identified;
■■ it is probable that the asset created will generate future economic benefits; and
■■ the development cost of the asset can be measured reliably.
Amortisation is charged to the income statement on a straight-line basis over the
estimated useful lives from the date the software is available for use.
Other intangible assets
Other intangible assets including brands and customer bases, are recorded at fair
value at the date of acquisition. Amortisation is charged to the income statement on
a straight-line basis over the estimated useful lives of intangible assets from the date
they are available for use.
Estimated useful lives
The estimated useful lives of finite lived intangible assets are as follows:
■■ Licence and spectrum fees 3 – 25 years
■■ Computer software 3 – 5 years
■■ Brands 1 – 10 years
■■ Customer bases 2 – 7 years
Property, plant and equipment
Land and buildings held for use are stated in the statement of financial position at
their cost, less any subsequent accumulated depreciation and subsequent
accumulated impairment losses.
Equipment, fixtures and fittings are stated at cost less accumulated depreciation and
any accumulated impairment losses.
Assets in the course of construction are carried at cost, less any recognised
impairment loss. Depreciation of these assets commences when the assets are ready
for their intended use.
The cost of property, plant and equipment includes directly attributable incremental
costs incurred in their acquisition and installation.
Depreciation is charged so as to write off the cost of assets, other than land and
properties under construction, using the straight-line method, over their estimated
useful lives, as follows:
■■ Freehold buildings 25 – 50 years
■■ Leasehold premises the term of the lease
Equipment, fixtures and fittings:
■■ Network infrastructure 3 – 25 years
■■ Other 3 – 10 years
Depreciation is not provided on freehold land.
80 Vodafone Group Plc Annual Report 2010
Assets held under finance leases are depreciated over their expected useful lives on
the same basis as owned assets or, where shorter, the term of the relevant lease.
The gain or loss arising on the disposal or retirement of an item of property, plant and
equipment is determined as the difference between the sale proceeds and the
carrying amount of the asset and is recognised in the income statement.
Impairment of assets
Goodwill
Goodwill is not subject to amortisation but is tested for impairment annually or
whenever there is an indication that the asset may be impaired.
For the purpose of impairment testing, assets are grouped at the lowest levels for
which there are separately identifiable cash flows, known as cash-generating units.
If the recoverable amount of the cash-generating unit is less than the carrying
amount of the unit, the impairment loss is allocated first to reduce the carrying
amount of any goodwill allocated to the unit and then to the other assets of the unit
pro-rata on the basis of the carrying amount of each asset in the unit. Impairment
losses recognised for goodwill are not reversed in a subsequent period.
Recoverable amount is the higher of fair value less costs to sell and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset for which the estimates of
future cash flows have not been adjusted.
The Group prepares and approves formal five year management plans for its
operations, which are used in the value in use calculations. In certain developing
markets the fifth year of the management plan is not indicative of the long-term
future performance as operations may not have reached maturity. For these
operations, the Group extends the plan data for an additional five year period.
Property, plant and equipment and finite lived intangible assets
At each end of reporting period date, the Group reviews the carrying amounts of its
property, plant and equipment and finite lived intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to
determine the extent, if any, of the impairment loss. Where it is not possible to
estimate the recoverable amount of an individual asset, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
If the recoverable amount of an asset or cash-generating unit is estimated to be less
than its carrying amount, the carrying amount of the asset or cash-generating unit
is reduced to its recoverable amount. An impairment loss is recognised immediately
in the income statement.
Where an impairment loss subsequently reverses the carrying amount of the asset
or cash-generating unit is increased to the revised estimate of its recoverable amount,
not to exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset or cash-generating unit in prior years.
A reversal of an impairment loss is recognised immediately in the income statement.
Revenue
Revenue is recognised to the extent the Group has delivered goods or rendered
services under an agreement, the amount of revenue can be measured reliably and
it is probable that the economic benefits associated with the transaction will flow to
the Group. Revenue is measured at the fair value of the consideration received,
exclusive of sales taxes and discounts.
The Group principally obtains revenue from providing the following
telecommunication services: access charges, airtime usage, messaging, interconnect
fees, data services and information provision, connection fees and equipment sales.
Products and services may be sold separately or in bundled packages.
Revenue for access charges, airtime usage and messaging by contract customers is
recognised as revenue as services are performed, with unbilled revenue resulting
from services already provided accrued at the end of each period and unearned
revenue from services to be provided in future periods deferred. Revenue from the
sale of prepaid credit is deferred until such time as the customer uses the airtime, or
the credit expires.

Revenue from interconnect fees is recognised at the time the services are performed.
Revenue from data services and information provision is recognised when the Group
has performed the related service and, depending on the nature of the service, is
recognised either at the gross amount billed to the customer or the amount
receivable by the Group as commission for facilitating the service.
Customer connection revenue is recognised together with the related equipment
revenue to the extent that the aggregate equipment and connection revenue does
not exceed the fair value of the equipment delivered to the customer. Any customer
connection revenue not recognised together with related equipment revenue is
deferred and recognised over the period in which services are expected to be
provided to the customer.
Revenue for device sales is recognised when the device is delivered to the end
customer and the sale is considered complete. For device sales made to
intermediaries, revenue is recognised if the significant risks associated with the
device are transferred to the intermediary and the intermediary has no general right
of return. If the significant risks are not transferred, revenue recognition is deferred
until sale of the device to an end customer by the intermediary or the expiry of the
right of return.
In revenue arrangements including more than one deliverable, the arrangements are
divided into separate units of accounting. Deliverables are considered separate units
of accounting if the following two conditions are met: (1) the deliverable has value to
the customer on a stand-alone basis and (2) there is evidence of the fair value of the
item. The arrangement consideration is allocated to each separate unit of accounting
based on its relative fair value.
Commissions
Intermediaries are given cash incentives by the Group to connect new customers and
upgrade existing customers.
For intermediaries who do not purchase products and services from the Group, such
cash incentives are accounted for as an expense. Such cash incentives to other
intermediaries are also accounted for as an expense if:
■■ the Group receives an identifiable benefit in exchange for the cash incentive that
is separable from sales transactions to that intermediary; and
■■ the Group can reliably estimate the fair value of that benefit.
Cash incentives that do not meet these criteria are recognised as a reduction of the
related device revenue.
Inventory
Inventory is stated at the lower of cost and net realisable value. Cost is determined
on the basis of weighted average costs and comprises direct materials and, where
applicable, direct labour costs and those overheads that have been incurred in
bringing the inventories to their present location and condition.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer
substantially all the risks and rewards of ownership of the asset to the lessee. All other
leases are classified as operating leases.
Assets held under finance leases are recognised as assets of the Group at their fair
value at the inception of the lease or, if lower, at the present value of the minimum
lease payments as determined at the inception of the lease. The corresponding
liability to the lessor is included in the statement of financial position as a finance
lease obligation. Lease payments are apportioned between finance charges
and reduction of the lease obligation so as to achieve a constant rate of interest
on the remaining balance of the liability. Finance charges are recognised in the
income statement.
Rentals payable under operating leases are charged to the income statement on a
straight line basis over the term of the relevant lease. Benefits received and receivable
as an incentive to enter into an operating lease are also spread on a straight line basis
over the lease term.
Financials
Foreign currencies
The consolidated financial statements are presented in sterling, which is the
parent Company’s functional and presentation currency. Each entity in the Group
determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded at the functional currency
rate prevailing at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated into the respective functional
currency of the entity at the rates prevailing on the end of reporting period date.
Non-monetary items carried at fair value that are denominated in foreign currencies
are retranslated at the rates prevailing on the initial transaction dates. Non-monetary
items measured in terms of historical cost in a foreign currency are not retranslated.
Changes in the fair value of monetary securities denominated in foreign currency
classified as available-for-sale are analysed between translation differences and
other changes in the carrying amount of the security. Translation differences are
recognised in the income statement and other changes in carrying amount are
recognised in equity.
Translation differences on non-monetary financial assets, such as investments in
equity securities, classified as available-for-sale are reported as part of the fair value
gain or loss and are included in equity.
For the purpose of presenting consolidated financial statements, the assets and
liabilities of entities with a functional currency other than sterling are expressed in
sterling using exchange rates prevailing on the end of reporting period date. Income
and expense items and cash flows are translated at the average exchange rates for
the period and exchange differences arising are recognised directly in equity. On
disposal of a foreign entity, the cumulative amount previously recognised in equity
relating to that particular foreign operation is recognised in profit or loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation
are treated as assets and liabilities of the foreign operation and translated accordingly.
In respect of all foreign operations, any exchange differences that have arisen before
1 April 2004, the date of transition to IFRS, are deemed to be nil and will be excluded
from the determination of any subsequent profit or loss on disposal.
The net foreign exchange gain recognised in the consolidated income statement is
£35 million (2009: £131 million loss, 2008: £373 million gain).
Research expenditure
Expenditure on research activities is recognised as an expense in the period in which
it is incurred.
Post employment benefits
For defined benefit retirement plans, the difference between the fair value of the plan
assets and the present value of the plan liabilities is recognised as an asset or liability
on the statement of financial position. Scheme liabilities are assessed using the
projected unit funding method and applying the principal actuarial assumptions at
the end of reporting period date. Assets are valued at market value.
Actuarial gains and losses are taken to the statement of comprehensive income
as incurred. For this purpose, actuarial gains and losses comprise both the effects
of changes in actuarial assumptions and experience adjustments arising because
of  differences between the previous actuarial assumptions and what has
actually occurred.
Other movements in the net surplus or deficit are recognised in the income
statement, including the current service cost, any past service cost and the effect of
any curtailment or settlements. The interest cost less the expected return on assets
is also charged to the income statement. The amount charged to the income
statement in respect of these plans is included within operating costs or in the
Group’s share of the results of equity accounted operations as appropriate.
The Group’s contributions to defined contribution pension plans are charged to the
income statement as they fall due.
Vodafone Group Plc Annual Report 2010 81
Notes to the consolidated financial statements continued
2. Significant accounting policies continued
Cumulative actuarial gains and losses at 1 April 2004, the date of transition to IFRS,
have been recognised in the statement of financial position.
Taxation
Income tax expense represents the sum of the current tax payable and deferred tax.
Current tax payable or recoverable is based on taxable profit for the year. Taxable
profit differs from profit as reported in the income statement because some items of
income or expense are taxable or deductible in different years or may never be
taxable or deductible. The Group’s liability for current tax is calculated using UK and
foreign tax rates and laws that have been enacted or substantively enacted by the
end of reporting period date.
Deferred tax is the tax expected to be payable or recoverable in the future arising from
temporary differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of
taxable profit. It is accounted for using the statement of financial position liability
method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable
that taxable profits will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from the initial recognition (other than in a business combination)
of assets and liabilities in a transaction that affects neither the taxable profit nor the
accounting profit. Deferred tax liabilities are not recognised to the extent they arise
from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences arising on
investments in subsidiaries and associates, and interests in joint ventures, except
where the Group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each end of reporting
period date and adjusted to reflect changes in probability that sufficient taxable
profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period
when the liability is settled or the asset realised, based on tax rates that have been
enacted or substantively enacted by the end of reporting period date.
Tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they either relate to income
taxes levied by the same taxation authority on either the same taxable entity or on
different taxable entities which intend to settle the current tax assets and liabilities
on a net basis.
Tax is charged or credited to the income statement, except when it relates to items
charged or credited directly to equity, in which case the tax is also recognised directly
in equity.
Financial instruments
Financial assets and financial liabilities, in respect of financial instruments, are
recognised on the Group’s statement of financial position when the Group becomes
a party to the contractual provisions of the instrument.
Trade receivables
Trade receivables do not carry any interest and are stated at their nominal value as
reduced by appropriate allowances for estimated irrecoverable amounts. Estimated
irrecoverable amounts are based on the ageing of the receivable balances and
historical experience. Individual trade receivables are written off when management
deems them not to be collectible.
Other investments
Other investments are recognised and derecognised on a trade date where a
purchase or sale of an investment is under a contract whose terms require delivery
of the investment within the timeframe established by the market concerned, and
are initially measured at cost, including transaction costs.
82 Vodafone Group Plc Annual Report 2010
Other investments classified as held for trading and available-for-sale are stated at
fair value. Where securities are held for trading purposes, gains and losses arising
from changes in fair value are included in net profit or loss for the period. For available-
for-sale investments, gains and losses arising from changes in fair value are recognised
directly in equity, until the security is disposed of or is determined to be impaired, at
which time the cumulative gain or loss previously recognised in equity, determined
using the weighted average cost method, is included in the net profit or loss for
the period.
Other investments classified as loans and receivables are stated at amortised cost
using the effective interest method, less any impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-
term highly liquid investments that are readily convertible to a known amount of cash
and are subject to an insignificant risk of changes in value.
Trade payables
Trade payables are not interest bearing and are stated at their nominal value.
Financial liabilities and equity instruments
Financial liabilities and equity instruments issued by the Group are classified
according to the substance of the contractual arrangements entered into and the
definitions of a financial liability and an equity instrument. An equity instrument is
any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities and includes no obligation to deliver cash or other
financial assets. The accounting policies adopted for specific financial liabilities and
equity instruments are set out below.
Capital market and bank borrowings
Interest bearing loans and overdrafts are initially measured at fair value (which is
equal to cost at inception), and are subsequently measured at amortised cost, using
the effective interest rate method, except where they are identified as a hedged
item in a fair value hedge. Any difference between the proceeds net of transaction
costs and the settlement or redemption of borrowings is recognised over the term of
the borrowing.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net
of direct issuance costs.
Derivative financial instruments and hedge accounting
The Group’s activities expose it to the financial risks of changes in foreign exchange
rates and interest rates.
The use of financial derivatives is governed by the Group’s policies approved by the
Board of directors, which provide written principles on the use of financial derivatives
consistent with the Group’s risk management strategy. Changes in values of all
derivatives of a financing nature are included within investment income and financing
costs in the income statement. The Group does not use derivative financial
instruments for speculative purposes.
Derivative financial instruments are initially measured at fair value on the contract
date and are subsequently remeasured to fair value at each reporting date. The Group
designates certain derivatives as either:
■■ h edges of the change of fair value of recognised assets and liabilities (‘fair value
hedges’); or
■■ hedges of net investments in foreign operations.
Hedge accounting is discontinued when the hedging instrument expires or is sold,
terminated, or exercised, or no longer qualifies for hedge accounting, or the Company
chooses to end the hedging relationship.
 Financials

Fair value hedges
The Group’s policy is to use derivative instruments (primarily interest rate swaps) to
convert a proportion of its fixed rate debt to floating rates in order to hedge the
interest rate risk arising, principally, from capital market borrowings. The Group
designates these as fair value hedges of interest rate risk with changes in fair value of
the hedging instrument recognised in the income statement for the period together
with the changes in the fair value of the hedged item due to the hedged risk, to the
extent the hedge is effective. The ineffective portion is recognised immediately in the
income statement.
Net investment hedges
Exchange differences arising from the translation of the net investment in foreign
operations are recognised directly in equity. Gains and losses on those hedging
instruments (which include bonds, commercial paper and foreign exchange
contracts) designated as hedges of the net investments in foreign operations are
recognised in equity to the extent that the hedging relationship is effective. These
amounts are included in exchange differences on translation of foreign operations
as stated in the statement of comprehensive income. Gains and losses relating to
hedge ineffectiveness are recognised immediately in the income statement for the
period. Gains and losses accumulated in the translation reserve are included in the
income statement when the foreign operation is disposed of.
represents the period of time that options are expected to be outstanding. Expected
volatilities are based on implied volatilities as determined by a simple average of no
less than three international banks, excluding the highest and lowest numbers. The
risk-free rates for periods within the contractual life of the option are based on the UK
gilt yield curve in effect at the time of grant.
Some share awards have an attached market condition, based on TSR, which is taken
into account when calculating the fair value of the share awards. The valuation for the
TSR is based on Vodafone’s ranking within the same group of companies, where
possible, over the past five years. The volatility of the ranking over a three year period
is used to determine the probable weighted percentage number of shares that could
be expected to vest and hence affect fair value.
The fair value of awards of non-vested shares is equal to the closing price of the
Vodafone’s shares on the date of grant, adjusted for the present value of future
dividend entitlements where appropriate.

Put option arrangements

The potential cash payments related to put options issued by the Group over the
equity of subsidiary companies are accounted for as financial liabilities when such
options may only be settled other than by exchange of a fixed amount of cash or
another financial asset for a fixed number of shares in the subsidiary.
The amount that may become payable under the option on exercise is initially
recognised at fair value within borrowings with a corresponding charge directly to
equity. The charge to equity is recognised separately as written put options over
non-controlling interests, adjacent to non-controlling interests in the net assets of
consolidated subsidiaries. The Group recognises the cost of writing such put options,
determined as the excess of the fair value of the option over any consideration
received, as a financing cost.

Such options are subsequently measured at amortised cost, using the effective
interest rate method, in order to accrete the liability up to the amount payable under
the option at the date at which it first becomes exercisable. The charge arising is
recorded as a financing cost. In the event that the option expires unexercised, the
liability is derecognised with a corresponding adjustment to equity.

Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will be required
to settle that obligation and a reliable estimate can be made of the amount of the
obligation. Provisions are measured at the directors’ best estimate of the expenditure
required to settle the obligation at the end of reporting period date and are discounted
to present value where the effect is material.

Share-based payments
The Group issues equity-settled share-based payments to certain employees.
Equity-settled share-based payments are measured at fair value (excluding the effect
of non market-based vesting conditions) at the date of grant. The fair value
determined at the grant date of the equity-settled share-based payments is expensed
on a straight-line basis over the vesting period, based on the Group’s estimate of the
shares that will eventually vest and adjusted for the effect of non market-based
vesting conditions.

Fair value is measured using a binomial pricing model, being a lattice-based

option  valuation model, which is calibrated using a Black-Scholes framework.
The expected life used in the model has been adjusted, based on management’s
best  estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations.

The Group uses historical data to estimate option exercise and employee termination
within the valuation model; separate groups of employees that have similar historical
exercise behaviour are considered separately for valuation purposes. The expected
life of options granted is derived from the output of the option valuation model and

Vodafone Group Plc Annual Report 2010 83

Notes to the consolidated financial statements continued
3. Segment analysis
The Group has a single group of related services and products being the supply of communications services and products. Segment information is provided on the basis of
geographic areas, being the basis on which the Group manages its worldwide interests. Revenue is attributed to a country or region based on the location of the Group
company reporting the revenue. Inter-segment sales are charged at arm’s length prices.

During the year ended 31 March 2010 the Group changed how it determines and discloses segmental adjusted EBITDA and adjusted operating profit in order to ensure the Group’s
disclosures better reflect the contribution of each segment to the Group’s underlying operating performance and remain consistent with internal reporting to management. The
changes do not impact Vodafone’s consolidated results. Intercompany revenue and expenses arising from royalty fees for the use of the Vodafone brand, which were previously
included within operating expenses, are now excluded from the calculation of adjusted EBITDA and adjusted operating profit of each segment and Common Functions. In addition,
intercompany charges for fixed asset usage, which were also previously included within operating expenses, are now reported within depreciation for purposes of calculating
adjusted EBITDA of each segment. The tables below present segment information on the revised basis, with prior years amended to conform to the current year presentation.

Segment Common Intra-region Regional Inter-region Group Adjusted

revenue Functions revenue revenue revenue revenue EBITDA
£m £m £m £m £m £m £m
31 March 2010
Germany 8,008 (37) 7,971 (12) 7,959 3,122
Italy 6,027 (37) 5,990 (5) 5,985 2,843
Spain 5,713 (79) 5,634 (4) 5,630 1,956
UK 5,025 (45) 4,980 (12) 4,968 1,141
Other Europe(1) 5,354 (51) 5,303 (5) 5,298 1,865
Europe 30,127 (249) 29,878 (38) 29,840 10,927
Vodacom(2) 4,450 – 4,450 (7) 4,443 1,528
Other Africa and Central Europe(3) 3,576 – 3,576 (53) 3,523 799
Africa and Central Europe 8,026 – 8,026 (60) 7,966 2,327
India 3,114 (1) 3,113 (20) 3,093 807
Other Asia Pacific and Middle East(4) 3,368 – 3,368 (31) 3,337 1,033
Asia Pacific and Middle East 6,482 (1) 6,481 (51) 6,430 1,840
Common Functions(5) – 269 – 269 (33) 236 (359)
Group(6) 44,635 269 (250) 44,654 (182) 44,472 14,735
Verizon Wireless(6) 17,222 6,689

31 March 2009
Germany 7,847 (52) 7,795 (16) 7,779 3,225
Italy 5,547 (36) 5,511 (6) 5,505 2,565
Spain 5,812 (93) 5,719 (4) 5,715 2,034
UK 5,392 (46) 5,346 (10) 5,336 1,368
Other Europe(1) 5,329 (66) 5,263 (5) 5,258 1,957
Europe 29,927 (293) 29,634 (41) 29,593 11,149
Vodacom(2) 1,778 – 1,778 – 1,778 606
Other Africa and Central Europe(3) 3,723 – 3,723 (48) 3,675 1,114
Africa and Central Europe 5,501 – 5,501 (48) 5,453 1,720
India 2,689 (1) 2,688 (19) 2,669 717
Other Asia Pacific and Middle East(4) 3,131 – 3,131 (31) 3,100 1,062
Asia Pacific and Middle East 5,820 (1) 5,819 (50) 5,769 1,779
Common Functions(5) – 216 – 216 (14) 202 (158)
Group(6) 41,248 216 (294) 41,170 (153) 41,017 14,490
Verizon Wireless(6) 14,085 5,543

31 March 2008
Germany 6,866 (51) 6,815 (11) 6,804 2,816
Italy 4,435 (33) 4,402 (6) 4,396 2,148
Spain 5,063 (96) 4,967 (4) 4,963 1,908
UK 5,424 (46) 5,378 (10) 5,368 1,560
Other Europe(1) 4,583 (64) 4,519 (3) 4,516 1,735
Europe 26,371 (290) 26,081 (34) 26,047 10,167
Vodacom(2) 1,609 – 1,609 – 1,609 586
Other Africa and Central Europe(3) 3,337 – 3,337 (35) 3,302 1,108
Africa and Central Europe 4,946 – 4,946 (35) 4,911 1,694
India 1,822 – 1,822 (12) 1,810 598
Other Asia Pacific and Middle East(4) 2,577 – 2,577 (26) 2,551 906
Asia Pacific and Middle East 4,399 – 4,399 (38) 4,361 1,504
Common Functions(5) – 170 – 170 (11) 159 (187)
Group(6) 35,716 170 (290) 35,596 (118) 35,478 13,178
Verizon Wireless(6) 10,144 3,930
Notes:
(1) Adjusted EBITDA is stated before £574 million (2009: £520 million; 2008: £425 million) representing the Group’s share of results in associates.
(2) Adjusted EBITDA is stated before £(2) million (2009: £(1); 2008: £nil) representing the Group’s share of results in associates.
(3) Adjusted EBITDA is stated before £50 million (2009: £27; 2008: £nil) representing the Group’s share of results in associates.
(4) Adjusted EBITDA is stated before £6 million (2009: £4 million; 2008: £2 million) representing the Group’s share of results in associates.
(5) Adjusted EBITDA is stated before £2 million (2009: £(1) million; 2008: £2 million) relating to the Group’s share of results in associates.
(6) Values shown for Verizon Wireless are not included in the calculation of Group revenue or adjusted EBITDA as Verizon Wireless is an associate.

84 Vodafone Group Plc Annual Report 2010

 Financials

A reconciliation of adjusted EBITDA to operating profit is shown below. For a reconciliation of operating profit to profit before taxation, see the consolidated income statement
on page 74.
2010 2009 2008
£m £m £m
Adjusted EBITDA 14,735 14,490 13,178
Depreciation and amortisation including loss on disposal of fixed assets (8,011) (6,824) (5,979)
Share of results in associates 4,742 4,091 2,876
Impairment losses, net (2,100) (5,900) –
Other income and expense 114 – (28)
Operating profit 9,480 5,857 10,047

Other
expenditure
on Depreciation
Non-current Capital intangible and Impairment
assets (1) expenditure(2) assets amortisation losses, net
£m £m £m £m £m
31 March 2010
Germany 20,211 766 18 1,422 –
Italy 17,941 610 60 732 –
Spain 12,746 543 – 638 –
UK 6,977 494 – 963 –
Other Europe 8,862 618 – 781 –
Europe 66,737 3,031 78 4,536 –
Vodacom 7,783 520 – 1,005 –
Other Africa and Central Europe 6,357 869 228 811 (200)
Africa and Central Europe 14,140 1,389 228 1,816 (200)
India 8,665 853 – 848 2,300
Other Asia Pacific and Middle East 4,589 552 – 634 –
Asia Pacific and Middle East 13,254 1,405 – 1,482 2,300
Common Functions 769 367 19 76 –
Group 94,900 6,192 325 7,910 2,100

31 March 2009
Germany 21,617 750 16 1,378 –
Italy 18,666 521 – 735 –
Spain 13,324 632 – 606 3,400
UK 7,414 446 – 1,010 –
Other Europe 9,375 511 – 766 –
Europe 70,396 2,860 16 4,495 3,400
Vodacom 2,287 237 – 231 –
Other Africa and Central Europe 5,700 625 21 837 2,500
Africa and Central Europe 7,987 862 21 1,068 2,500
India 10,308 1,351 – 746 –
Other Asia Pacific and Middle East 4,687 524 1,101 484 –
Asia Pacific and Middle East 14,995 1,875 1,101 1,230 –
Common Functions 810 312 – 21 –
Group 94,188 5,909 1,138 6,814 5,900

31 March 2008
Germany 613 14 1,229 –
Italy 411 1 627 –
Spain 533 – 522 –
UK 465 – 1,016 –
Other Europe 469 11 650 –
Europe 2,491 26 4,044 –
Vodacom 204 2 219 –
Other Africa and Central Europe 702 5 698 –
Africa and Central Europe 906 7 917 –
India 1,030 – 562 –
Other Asia Pacific and Middle East 463 – 394 –
Asia Pacific and Middle East 1,493 – 956 –
Common Functions 185 8 (8) –
Group 5,075 41 5,909 –
Notes:
(1) Includes goodwill, other intangible assets and property, plant and equipment.
(2) Includes additions to property, plant and equipment and computer software, reported within intangible assets.

Vodafone Group Plc Annual Report 2010 85

Notes to the consolidated financial statements continued
4. Operating profit
Operating profit has been arrived at after charging/(crediting):
2010 2009 2008
£m £m £m
Net foreign exchange (gains)/losses (29) 30 (27)
Depreciation of property, plant and equipment (note 11):
Owned assets 4,412 4,025 3,400
Leased assets 44 36 27
Amortisation of intangible assets (note 9) 3,454 2,753 2,482
Impairment losses, net (note 10) 2,100 5,900 –
Research and development expenditure 303 280 234
Staff costs (note 32) 3,770 3,227 2,698
Operating lease rentals payable:
Plant and machinery 71 68 43
Other assets including fixed line rentals 1,587 1,331 1,117
Loss on disposal of property, plant and equipment 101 10 70
Own costs capitalised attributable to the construction or acquisition of property, plant and equipment (296) (273) (245)

The total remuneration of the Group’s auditor, Deloitte LLP, and its affiliates for services provided to the Group is analysed below:

2010 2009 2008

£m £m £m
Audit fees:
Parent company 1 1 1
Subsidiaries(1) 7 5 5
8 6 6
Fees for statutory and regulatory filings 1 2 1
Audit and audit-related fees 9 8 7

Other fees:
Taxation 1 1 1
Other – – 1
1 1 2
Total fees 10 9 9
Note:
(1) The increase primarily arises from the consolidation of Vodacom Group Limited as a subsidiary from 18 May 2009.

In addition to the above, the Group’s joint ventures and associates paid fees totalling £2 million (2009: £3 million; 2008: £2 million) and £7 million (2009: £6 million; 2008: £3
million) respectively to Deloitte LLP and its affiliates during the year. Deloitte LLP and its affiliates have also received amounts totalling less than £1 million in each of the last
three years in respect of services provided to pension schemes and charitable foundations associated to the Group.

A description of the work performed by the Audit Committee in order to safeguard auditor independence when non-audit services are provided is set out in “Corporate
governance” on page 55.

86 Vodafone Group Plc Annual Report 2010

 Financials

5. Investment income and financing costs

2010 2009 2008
£m £m £m
Investment income:
Available-for-sale investments:
Dividends received 145 110 72
Loans and receivables at amortised cost 423 339 451
Fair value through the income statement (held for trading):
Derivatives – foreign exchange contracts 3 71 125
Other(1) 92 275 66
Equity put rights and similar arrangements(2) 53 – –
716 795 714
Financing costs:
Items in hedge relationships:
Other loans 888 782 612
Interest rate swaps (464) (180) 61
Dividends on redeemable preference shares 56 53 42
Fair value hedging instrument 228 (1,458) (635)
Fair value of hedged item (183) 1,475 601
Cash flow hedges transferred from equity 82 – –
Other financial liabilities held at amortised cost:
Bank loans and overdrafts 591 452 347
Other loans(3) 185 440 390
Potential interest on settlement of tax issues(4) (178) (81) 399
Equity put rights and similar arrangements(2) 94 627 143
Finance leases 7 1 7
Fair value through the income statement (held for trading):
Derivatives – forward starting swaps and futures 206 308 47
1,512 2,419 2,014
Net financing costs 796 1,624 1,300
Notes:
(1) Amounts include foreign exchange gains on certain intercompany balances and investments held following the disposal of Vodafone Japan to SoftBank.
(2) Includes amounts in relation to the Group’s arrangements with non-controlling shareholders in India. Further information is provided in “Option agreements and similar arrangements” on page 44.
(3) Amount for 2010 includes £48 million (2009: £94 million) of foreign exchange losses arising from net investments in foreign operations.
(4) Amount for 2010 and 2009 includes a reduction of the provision for potential interest on tax issues.

Vodafone Group Plc Annual Report 2010 87

Notes to the consolidated financial statements continued
6. Taxation
Income tax expense
2010 2009 2008
£m £m £m
United Kingdom corporation tax (income)/expense:
Current year 40 (132) −
Adjustments in respect of prior years (4) (318) (53)
36 (450) (53)
Overseas current tax expense/(income):
Current year 2,377 2,111 2,539
Adjustments in respect of prior years (1,718) (934) (293)
659 1,177 2,246
Total current tax expense 695 727 2,193

Deferred tax on origination and reversal of temporary differences:

United Kingdom deferred tax (166) 20 (125)
Overseas deferred tax (473) 362 177
Total deferred tax (income)/expense (639) 382 52
Total income tax expense 56 1,109 2,245

Tax charged/(credited) directly to other comprehensive income

2010 2009 2008
£m £m £m
Current tax (credit)/charge (38) 133 −
Deferred tax charge/(credit) 137 (72) (63)
Total tax charged/(credited) directly to other comprehensive income 99 61 (63)

Tax (credited)/charged directly to equity

2010 2009 2008
£m £m £m
Current tax (credit)/charge (1) 1 (5)
Deferred tax (credit)/charge (10) 8 (2)
Total tax (credited)/charged directly to equity (11) 9 (7)

Factors affecting tax expense for the year

The table below explains the differences between the expected tax expense on continuing operations, at the UK statutory tax rate of 28% for 2010 and 2009 and 30% for
2008, and the Group’s total tax expense for each year. Further discussion of the current year tax expenses can be found in the section titled “Operating results” on page 26.

2010 2009 2008

£m £m £m
Profit before tax as shown in the consolidated income statement 8,674 4,189 9,001
Expected income tax expense on profit at UK statutory tax rate 2,429 1,173 2,700
Effect of taxation of associates, reported within operating profit 160 118 134
Impairment losses with no tax effect 588 1,652 –
Impact of agreement of German write down losses(1) (2,103) – –
Expected income tax expense at UK statutory rate on profit,
before impairment losses and taxation of associates 1,074 2,943 2,834
Effect of different statutory tax rates of overseas jurisdictions 516 382 320
Effect of current year changes in statutory tax rates 35 (31) 66
Deferred tax on overseas earnings 5 (26) 255
Assets revalued for tax purposes – (155) (16)
Effect of previously unrecognised temporary differences including losses (1,040) (881) (833)
Adjustments in respect of prior years(1) (387) (1,124) (254)
Expenses not deductible for tax purposes and other items 425 423 321
Exclude taxation of associates (572) (422) (448)
Income tax expense 56 1,109 2,245
Note:
(1) See ‘Taxation’ on page 26.

88 Vodafone Group Plc Annual Report 2010

 Financials

Deferred tax
Analysis of movements in the net deferred tax balance during the year:
£m
1 April 2009 (6,012)
Exchange movements (15)
Credited to the profit for the financial year 639
Debited to other comprehensive income (137)
Credited directly to equity 10
Reclassification from current tax 2
Arising on acquisition (853)
Change in consolidation status 22
31 March 2010 (6,344)

Deferred tax assets and liabilities before offset of balances within countries, are as follows:

Amount Net
credited/ recognised
(charged) Gross Gross Less deferred tax
in income deferred deferred tax amounts asset/
statement tax asset liability unrecognised (liability)
£m £m £m £m £m
Accelerated tax depreciation (577) 627 (2,881) (1) (2,255)
Tax losses 493 27,816 – (27,185) 631
Deferred tax on overseas earnings (22) – (4,086) – (4,086)
Other short-term timing differences 745 4,796 (3,135) (2,295) (634)
31 March 2010 639 33,239 (10,102) (29,481) (6,344)

Analysed in the balance sheet, after offset of balances within countries, as:

£m
Deferred tax asset 1,033
Deferred tax liability (7,377)
31 March 2010 (6,344)

Amount Net
credited/ recognised
(charged) Gross Gross Less deferred tax
in income deferred deferred tax amounts asset/
statement tax asset liability unrecognised (liability)
£m £m £m £m £m
Accelerated tax depreciation (330) 765 (2,488) (52) (1,775)
Tax losses (366) 23,538 − (23,386) 152
Deferred tax on overseas earnings 26 − (4,052) − (4,052)
Other short-term timing differences 288 3,927 (2,416) (1,848) (337)
31 March 2009 (382) 28,230 (8,956) (25,286) (6,012)

Analysed in the balance sheet, after offset of balances within countries, as:

£m
Deferred tax asset 630
Deferred tax liability (6,642)
31 March 2009 (6,012)

Factors affecting the tax charge in future years

Factors that may affect the Group’s future tax charge include the impact of corporate restructurings, the resolution of open issues, future planning opportunities, corporate
acquisitions and disposals, the use of brought forward tax losses and changes in tax legislation and tax rates.

Vodafone is routinely subject to audit by tax authorities in the territories in which it operates, and the items discussed below have reached litigation. Provisions are held in
respect of the potential tax liability that may arise, however the amount ultimately paid may differ materially from the amount accrued and could therefore affect our overall
profitability and cash flows in future periods.

Following the conclusion of our legal challenge to the UK Controlled Foreign Company (‘CFC’) rules (see the legal proceedings section of note 29), HMRC are enquiring into
the establishment and activities of certain Group holding companies in Luxembourg to determine whether they constitute ‘wholly artificial arrangements’, which the Group
maintains that they do not. The Group carries provisions of £2.2 billion in relation to the potential tax exposure at 31 March 2010 (2009: £ 2.2 billion).

A Spanish subsidiary, Vodafone Holdings Europe SL (‘VHESL’), is in disagreement with the Spanish tax authorities regarding the tax treatment of interest expenses claimed
by VHESL in the accounting periods ended 31 March 2003 and 31 March 2004. In October 2009 the first tier Spanish court ruled against VHESL. VHESL has appealed and
the legal process is expected to continue for a number of years.

Vodafone Group Plc Annual Report 2010 89

Notes to the consolidated financial statements continued
6. Taxation continued
At 31 March 2010 the gross amount and expiry dates of losses available for carry forward are as follows:
Expiring Expiring
within within
5 years 6-10 years Unlimited Total
£m £m £m £m
Losses for which a deferred tax asset is recognised 12 – 4,070 4,082
Losses for which no deferred tax asset is recognised 1,820 57 100,396 102,273
1,832 57 104,466 106,355

Included above are losses amounting to £1,909 million (2009: £1,940 million) in respect of UK subsidiaries which are only available for offset against future capital gains and
since it is uncertain whether these losses will be utilised, no deferred tax asset has been recognised.

The losses above also include £83,168 million (2009: £77,780 million) that have arisen in overseas holding companies as a result of revaluations of those companies’
investments for local GAAP purposes. Since it is uncertain whether these losses will be utilised, no deferred tax asset has been recognised.

During the year the German tax authorities decided to allow £13,513 million of a potential £46,716 million of losses arising on the write down of investments in Germany
(see “Taxation” on page 26). These losses are available to use against both federal and trade tax liabilities in Germany. Losses of £3,922 million (£1,747 million for federal tax
and £2,175 million for trade tax) are included in the above table on which the Group has recognised a deferred tax asset. The Group has not recognised a deferred tax asset
on £14,544 million (£9,391 million for federal tax and £5,153 million for trade tax) of the losses as it is uncertain that these losses will be utilised.

The Group holds provisions in respect of deferred taxation that would arise if temporary differences on investments in subsidiaries, associates and interests in joint ventures
were to be realised after the year end reporting date. No deferred tax liability has been recognised in respect of a further £51,783 million (2009: £63,551 million) of unremitted
earnings of subsidiaries, associates and joint ventures because the Group is in a position to control the timing of the reversal of the temporary difference and it is probable
that such differences will not reverse in the foreseeable future. It is not practicable to estimate the amount of unrecognised deferred tax liabilities in respect of these
unremitted earnings.

7. Equity dividends
2010 2009 2008
£m £m £m
Declared during the financial year:
Final dividend for the year ended 31 March 2009: 5.20 pence per share
(2008: 5.02 pence per share, 2007: 4.41 pence per share) 2,731 2,667 2,331
Interim dividend for the year ended 31 March 2010: 2.66 pence per share
(2009: 2.57 pence per share, 2008: 2.49 pence per share) 1,400 1,350 1,322
4,131 4,017 3,653

Proposed after the end of the reporting period and not recognised as a liability:
Final dividend for the year ended 31 March 2010: 5.65 pence per share
(2009: 5.20 pence per share, 2008: 5.02 pence per share) 2,976 2,731 2,667

8. Earnings per share

2010 2009 2008
Millions Millions Millions
Weighted average number of shares for basic earnings per share 52,595 52,737 53,019
Effect of dilutive potential shares: restricted shares and share options 254 232 268
Weighted average number of shares for diluted earnings per share 52,849 52,969 53,287

£m £m £m
Earnings for basic and diluted earnings per share 8,645 3,078 6,660

90 Vodafone Group Plc Annual Report 2010

 Financials

9. Intangible assets
Licences and Computer
Goodwill spectrum software Other Total
£m £m £m £m £m
Cost:
1 April 2008 91,762 22,040 5,800 1,188 120,790
Exchange movements 14,298 2,778 749 153 17,978
Arising on acquisition 613 199 69 130 1,011
Additions – 1,138 1,144 – 2,282
Disposals – (1) (403) – (404)
Change in consolidation status (9) (16) – – (25)
31 March 2009 106,664 26,138 7,359 1,471 141,632
Exchange movements (2,751) 62 (72) 326 (2,435)
Arising on acquisition 1,185 1,454 153 1,604 4,396
Change in consolidation status (102) (413) (281) (175) (971)
Additions – 306 1,199 19 1,524
Disposals – – (114) – (114)
31 March 2010 104,996 27,547 8,244 3,245 144,032

Accumulated impairment losses and amortisation:

1 April 2008 40,426 5,132 4,160 741 50,459
Exchange movements 6,630 659 569 126 7,984
Amortisation charge for the year – 1,522 885 346 2,753
Impairment losses 5,650 250 – – 5,900
Disposals – – (391) – (391)
Change in consolidation status – (11) – – (11)
31 March 2009 52,706 7,552 5,223 1,213 66,694
Exchange movements (1,848) (29) (104) 64 (1,917)
Amortisation charge for the year – 1,730 1,046 678 3,454
Change in consolidation status – (135) (154) (181) (470)
Impairment losses, net 2,300 (200) – – 2,100
Disposals – – (87) – (87)
31 March 2010 53,158 8,918 5,924 1,774 69,774

Net book value:

31 March 2009 53,958 18,586 2,136 258 74,938
31 March 2010 51,838 18,629 2,320 1,471 74,258

For licences and spectrum and other intangible assets, amortisation is included within the cost of sales line within the consolidated income statement. Licences and
spectrum with a net book value of £2,570 million (2009: £2,765 million) have been pledged as security against borrowings.

The net book value at 31 March 2010 and expiry dates of the most significant licences are as follows:

2010 2009
Expiry date £m £m
Germany December 2020 4,802 5,452
UK December 2021 3,914 4,246
Qatar June 2028 1,328 1,482
Italy December 2021 1,097 1,240

Vodafone Group Plc Annual Report 2010 91

Notes to the consolidated financial statements continued
10. Impairment
Impairment losses, net
The net impairment losses recognised in the consolidated income statement, as a separate line item within operating profit, in respect of goodwill and licences and spectrum
fees are as follows:
2010 2009 2008
Cash generating unit Reportable segment £m £m £m
India India 2,300 – –
Spain Spain – 3,400 –
Turkey Other Africa and Central Europe (200) 2,250 –
Ghana Other Africa and Central Europe – 250 –
2,100 5,900 –

Year ended 31 March 2010

The net impairment losses were based on value in use calculations. The pre-tax adjusted discount rate used in the most recent value in use in the year ended 31 March 2010
calculation are as follows:
Pre-tax adjusted
discount rate
India 13.8%
Turkey 17.6%

India
During the year ended 31 March 2010 the goodwill in relation to the Group’s operations in India was impaired by £2,300 million primarily due to intense price competition
following the entry of a number of new operators into the market. The pre-tax risk adjusted discount rate used in the previous value in use calculation at 31 March 2009
was 12.3%.

Turkey
During the year ended 31 March 2010 impairment losses of £200 million, previously recognised in respect of intangible assets in relation to the Group’s operations in Turkey,
were reversed. The reversal was in relation to licences and spectrum and was as a result of favourable changes in the discount rate. The cash flow projections within the
business plans used for impairment testing were substantially unchanged from those used at 31 March 2009. The pre-tax risk adjusted discount rate used in the previous
value in use calculation at 31 March 2009 was 19.5%.

Year ended 31 March 2009

The impairment losses were based on value in use calculations. The pre-tax adjusted discount rate used in the most recent value in use in the year ended 31 March 2009
calculation are as follows:
Pre-tax adjusted
discount rate
Spain 10.3%
Turkey(1) 19.5%
Ghana 26.9%
Note:
(1) The pre-tax adjusted discount rate used in the value in use calculation at 30 September 2008 was 18.6%.

Spain
During the year ended 31 March 2009 the goodwill in relation to the Group’s operations in Spain was impaired by £3,400 million following a fall in long-term cash flow
forecasts resulting from the economic downturn. The pre-tax risk adjusted discount rate used in the previous value in use calculation at 31 January 2008 was 10.6%.

Turkey
During the year ended 31 March 2009 the goodwill and other intangible assets in relation to the Group’s operations in Turkey was impaired by £2,250 million. At 30 September
2008 the goodwill was impaired by £1,700 million following adverse movements in the discount rate and adverse performance against previous plans. During the second
half of the 2009 financial year, impairment losses of £300 million in relation to goodwill and £250 million in relation to licences and spectrum resulted from adverse changes
in both the discount rate and a fall in the long-term GDP growth rate. The cash flow projections within the business plans used for impairment testing were substantially
unchanged from those used at 30 September 2008. The pre-tax risk adjusted discount rate used in the previous value in use calculation at 31 January 2008 was 16.2%.

Ghana
During the year ended 31 March 2009 the goodwill in relation to the Group’s operations in Ghana was impaired by £250 million following an increase in the discount rate.
The cash flow projections within the business plan used for impairment testing was substantially unchanged from the acquisition business case in 2008.

Goodwill
The carrying value of goodwill at 31 March was as follows:
2010 2009
£m £m
Germany 12,301 12,786
Italy 14,786 15,361
Spain 10,167 10,561
37,254 38,708
Other 14,584 15,250
51,838 53,958

92 Vodafone Group Plc Annual Report 2010

 Financials

Key assumptions used in the value in use calculations

The key assumptions used in determining the value in use are:

Assumption How determined

Budgeted adjusted EBITDA Budgeted adjusted EBITDA has been based on past experience adjusted for the following:

■■ voice and messaging revenue is expected to benefit from increased usage from new customers, the introduction of new
services and traffic moving from fixed networks to mobile networks, though these factors will be offset by increased
competitor activity, which may result in price declines, and the trend of falling termination rates;
■■ non-messaging data revenue is expected to continue to grow strongly as the penetration of 3G enabled devices rises and new
products and services are introduced; and
■■ margins are expected to be impacted by negative factors such as an increase in the cost of acquiring and retaining customers
in increasingly competitive markets and the expectation of further termination rate cuts by regulators, and by positive factors
such as the efficiencies expected from the implementation of Group initiatives.

Budgeted capital expenditure The cash flow forecasts for capital expenditure are based on past experience and include the ongoing capital expenditure
required to roll out networks in emerging markets, to provide enhanced voice and data products and services and to meet the
population coverage requirements of certain of the Group’s licences. Capital expenditure includes cash outflows for the purchase
of property, plant and equipment and computer software.

Long-term growth rate For businesses where the five year management plans are used for the Group’s value in use calculations, a long-term growth rate
into perpetuity has been determined as the lower of:

■■ the nominal GDP rates for the country of operation; and

■■ the long-term compound annual growth rate in adjusted EBITDA in years six to ten estimated by management.

For businesses where the plan data is extended for an additional five years for the Group’s value in use calculations, a long-term
growth rate into perpetuity has been determined as the lower of:

■■ the nominal GDP rates for the country of operation; and

■■ the compound annual growth rate in adjusted EBITDA in years eight to ten of the management plan.

Pre-tax risk adjusted discount rate
The discount rate applied to the cash flows of each of the Group’s operations is based on the risk free rate for ten year bonds issued
by the government in the respective market, where possible adjusted for a risk premium to reflect both the increased risk of
investing in equities and the systematic risk of the specific Group operating company. In making this adjustment, inputs required
are the equity market risk premium (that is the required increased return required over and above a risk free rate by an investor
who is investing in the market as a whole) and the risk adjustment, beta, applied to reflect the risk of the specific Group operating
company relative to the market as a whole.

In determining the risk adjusted discount rate, management has applied an adjustment for the systematic risk to each of the
Group’s operations determined using an average of the betas of comparable listed mobile telecommunications companies and,
where available and appropriate, across a specific territory. Management has used a forward-looking equity market risk premium
that takes into consideration both studies by independent economists, the average equity market risk premium over the past
ten years and the market risk premiums typically used by investment banks in evaluating acquisition proposals.

Sensitivity to changes in assumptions

Other than as disclosed below, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of any cash
generating unit to exceed its recoverable amount.

31 March 2010
The estimated recoverable amount of the Group’s operations in India equalled its respective carrying value and, consequently, any adverse change in key assumption would,
in isolation, cause a further impairment loss to be recognised. The estimated recoverable amount of the Group’s operations in Turkey, Germany, Ghana, Greece, Ireland, Italy,
Portugal, Romania, Spain and the UK exceeded their carrying value by approximately £130 million, £4,752 million, £18 million, £118 million, £259 million, £1,253 million,
£1,182 million, £372 million, £821 million, £1,207 million respectively.

Vodafone Group Plc Annual Report 2010 93

Notes to the consolidated financial statements continued
10. Impairment continued
The tables below show the key assumptions used in the value in use calculation and, for India, Turkey, Germany, Ghana, Greece, Ireland, Italy, Portugal, Romania, Spain and
the UK, the amount by which each key assumption must change in isolation in order for the estimated recoverable amount to be equal to its carrying value.

Assumptions used in value in use calculation

India Turkey Germany Ghana Greece Ireland Italy Portugal Romania Spain UK
% % % % % % % % % % %
Pre-tax adjusted
discount rate 13.8 17.6 8.9 24.4 12.1 9.8 11.5 10.6 11.5 10.2 9.6
Long-term growth rate 6.3 7.7 1.0 5.2 1.0 1.0 – 0.5 2.1 1.5 1.5
Budgeted adjusted
EBITDA(1) 17.5 34.4 n/a 20.2 3.9 0.8 (0.1) n/a (2.5) (0.7) 4.9
Budgeted capital
expenditure(2) 13.4 – 30.3 8.3 – 32.5 n/a 8.4 – 39.6 11.1 – 13.6 7.4 – 9.6 8.2 – 11.4 n/a 12.0 – 19.0 9.1 – 10.9 9.3 – 11.2
Notes:
(1) Budgeted adjusted EBITDA is expressed as the compound annual growth rates in the initial ten years for Turkey and Ghana and the initial five years for all other cash generating units of the plans used
for impairment testing.
(2) Budgeted capital expenditure is expressed as the range of capital expenditure as a percentage of revenue in the initial ten years for Turkey and Ghana and the initial five years for all other cash generating
units of the plans used for impairment testing.
Change required for carrying value to equal the recoverable amount
Turkey Germany Ghana Greece Ireland Italy Portugal Romania Spain UK
pps pps pps pps pps pps pps pps pps pps
Pre-tax adjusted discount rate 0.5 1.8 1.0 0.7 1.0 0.8 4.5 2.0 0.6 1.3
Long-term growth rate (1.1) (1.9) (5.1) (0.9) (1.2) (0.8) (5.6) (2.6) (0.6) (1.6)
Budgeted adjusted EBITDA(1) (2.0) n/a (2.8) (3.7) (8.7) (5.0) n/a (14.1) (4.5) (7.8)
Budgeted capital expenditure(2) 1.5 n/a 2.5 2.8 7.0 5.1 n/a 13.8 3.5 5.8
Notes:
(1) Budgeted adjusted EBITDA is expressed as the compound annual growth rates in the initial ten years for Turkey and Ghana and the initial five years for all other cash generating units of the plans used
for impairment testing.
(2) Budgeted capital expenditure is expressed as the range of capital expenditure as a percentage of revenue in the initial ten years for Turkey and Ghana and the initial five years for all other cash generating
units of the plans used for impairment testing.

The changes in the following table to assumptions used in the impairment review would, in isolation, lead to an (increase)/decrease to the aggregate impairment loss/
(reversal) recognised in the year ended 31 March 2010:

India Turkey All other

Increase Decrease Increase Decrease Increase Decrease
by 2 pps by 2 pps by 2 pps by 2 pps by 2 pps by 2 pps
£bn £bn £bn £bn £bn £bn
Pre-tax adjusted discount rate (1.7) 2.3 (0.3) n/a (4.4) –
Long-term growth rate 2.3 (1.6) n/a (0.1) – (3.7)
Budgeted adjusted EBITDA(1) 0.2 (0.2) n/a – – –
Budgeted capital expenditure(2) (0.2) 0.2 – n/a – –
Notes:
(1) Represents the compound annual growth rate for the initial ten years for Turkey and Ghana and the initial five years for all other cash generating units of the plans used for impairment testing.
(2) Represents capital expenditure as a percentage of revenue in the initial ten years for Turkey and Ghana and the initial five years for all other cash generating units of the plans used for
impairment testing.

31 March 2009
The estimated recoverable amount of the Group’s operations in Spain, Turkey and Ghana equalled their respective carrying value and, consequently, any adverse change
in key assumption would, in isolation, cause a further impairment loss to be recognised. The estimated recoverable amount of the Group’s operations in the UK, Ireland,
Romania, Germany and Italy exceeded their carrying value by approximately £900 million, £60 million, £300 million, £9,250 million and £2,200 million respectively. The
tables below show the key assumptions used in the value in use calculation and, for the UK, Ireland, Romania, Germany and Italy, the amount by which each key assumption
must change in isolation in order for the estimated recoverable amount to be equal to its carrying value.

Assumptions used in value in use calculation

Spain Turkey(1) Ghana UK Ireland Romania Germany Italy
% % % % % % % %
Pre-tax adjusted discount rate 10.3 19.5 26.9 8.6 10.2 14.8 8.5 11.8
Long-term growth rate 1.1 7.5 7.3 1.0 − 1.1 1.1 −
Budgeted adjusted EBITDA(2) (3.9) 22.3 37.2 (2.8) (3.5) (3.1) n/a 2.2
Budgeted capital expenditure(3) 9.1 – 11.8 8.2 – 69.8 7.7 – 91.6 n/a n/a n/a 5.5 – 9.7 7.7 – 9.9
Notes:
(1) The assumptions listed in the table were used in the value in use calculation at 31 March 2009. The pre-tax adjusted discount rate, long-term growth rate, budgeted adjusted EBITDA and budgeted
capital expenditure assumptions used in the value in use calculation at 30 September 2008 were 18.6%, 10.0%, 13.1% and 8.2% to 54.7%.
(2) Budgeted adjusted EBITDA is expressed as the compound annual growth rates in the initial ten years for Turkey and Ghana and the initial five years for all other cash generating units of the plans used
for impairment testing.
(3) Budgeted capital expenditure is expressed as the range of capital expenditure as a percentage of revenue in the initial ten years for Turkey and Ghana and the initial five years for all other cash generating
units of the plans used for impairment testing.

94 Vodafone Group Plc Annual Report 2010

 Financials

Change required for carrying value to equal the recoverable amount

UK Ireland Romania Germany Italy
pps pps pps pps pps
Pre-tax adjusted discount rate 0.9 0.2 2.2 3.3 1.4
Long-term growth rate (1.1) (0.3) (3.4) (3.9) (1.5)
Budgeted adjusted EBITDA(1) (6.9) (1.6) (9.0) n/a (9.1)
Budgeted capital expenditure(2) n/a n/a n/a 23.8 8.5
Notes:
(1) Budgeted adjusted EBITDA is expressed as the compound annual growth rates in the initial five years of the plans used for impairment testing.
(2) Budgeted capital expenditure is expressed as the range of capital expenditure as a percentage of revenue in the initial five years of the plans used for impairment testing.

11. Property, plant and equipment

Equipment,
Land and fixtures
buildings and fittings Total
£m £m £m
Cost:
1 April 2008 1,430 35,814 37,244
Exchange movements 191 4,775 4,966
Arising on acquisition 15 223 238
Additions 100 4,665 4,765
Disposals (101) (1,450) (1,551)
Transfer to investment in associates – (298) (298)
Reclassifications (214) 214 –
31 March 2009 1,421 43,943 45,364
Exchange movements (6) 8 2
Arising on acquisition 157 1,457 1,614
Additions 115 4,878 4,993
Disposals (27) (1,109) (1,136)
Change in consolidation status (107) (2,274) (2,381)
Reclassifications 24 (58) (34)
31 March 2010 1,577 46,845 48,422

Accumulated depreciation and impairment:

1 April 2008 522 19,987 20,509
Exchange movements 79 2,811 2,890
Charge for the year 91 3,970 4,061
Disposals (17) (1,217) (1,234)
Transfer to investment in associates – (112) (112)
Reclassifications (92) 92 –
31 March 2009 583 25,531 26,114
Exchange movements (12) (260) (272)
Charge for the year 102 4,354 4,456
Disposals (10) (995) (1,005)
Change in consolidation status (28) (1,461) (1,489)
Reclassifications (2) (22) (24)
31 March 2010 633 27,147 27,780

Net book value:

31 March 2009 838 18,412 19,250
31 March 2010 944 19,698 20,642

The net book value of land and buildings and equipment, fixtures and fittings includes £91 million and £111 million respectively (2009: £106 million and £82 million) in
relation to assets held under finance leases. Included in the net book value of land and buildings and equipment, fixtures and fittings are assets in the course of construction,
which are not depreciated, with a cost of £45 million and £1,496 million respectively (2009: £44 million and £1,186 million). Property, plant and equipment with a net book
value of £389 million (2009: £148 million) has been pledged as security against borrowings.

Vodafone Group Plc Annual Report 2010 95

Notes to the consolidated financial statements continued
12. Principal subsidiaries
At 31 March 2010 the Company had the following principal subsidiaries carrying on businesses which affect the profits and assets of the Group. Unless otherwise stated the
Company’s principal subsidiaries all have share capital consisting solely of ordinary shares and are indirectly held. The country of incorporation or registration of all
subsidiaries is also their principal place of operation. All subsidiaries are directly or indirectly owned by the Company except for Vodafone Qatar Q.S.C.(1)

Country of incorporation Percentage(2)

Name Principal activity or registration shareholdings
Gateway Group (Pty) Limited Holding company South Africa 65.3
Ghana Telecommunications Company Limited Network operator Ghana 70.0
VM, SA(3) Network operator Mozambique 55.5
The Democratic
Vodacom Congo (RDC) s.p.r.l. Network operator Republic of Congo 33.3
Vodacom Group Limited(4)(5) Network operator South Africa 65.3
Vodacom Lesotho (Pty) Limited Network operator Lesotho 57.7
Vodacom Tanzania Limited Network operator Tanzania 42.4
Vodafone Albania Sh.A. Network operator Albania 99.9
Vodafone Americas Inc.(6) Holding company USA 100.0
Vodafone Czech Republic a.s. Network operator Czech Republic 100.0
Vodafone D2 GmbH Network operator Germany 100.0
Vodafone Egypt Telecommunications S.A.E. Network operator Egypt 54.9
Vodafone España S.A.U. Network operator Spain 100.0
Vodafone Essar Limited(7) Network operator India 57.6
Vodafone Europe B.V. Holding company Netherlands 100.0
Vodafone Group Services Limited(8) Global products and services provider England 100.0
Vodafone Holding GmbH Holding company Germany 100.0
Vodafone Holdings Europe S.L.U. Holding company Spain 100.0
Vodafone Hungary Mobile Telecommunications Company Limited Network operator Hungary 100.0
Vodafone International Holdings B.V. Holding company Netherlands 100.0
Vodafone Investments Luxembourg S.a.r.l. Holding company Luxembourg 100.0
Vodafone Ireland Limited Network operator Ireland 100.0
Vodafone Libertel B.V. Network operator Netherlands 100.0
Vodafone Limited Network operator England 100.0
Vodafone Malta Limited Network operator Malta 100.0
Vodafone Marketing S.a.r.l. Provider of partner market services Luxembourg 100.0
Vodafone New Zealand Limited Network operator New Zealand 100.0
Vodafone-Panafon Hellenic Telecommunications Company S.A. Network operator Greece 99.9
Vodafone Portugal-Comunicações Pessoais, S.A.(9) Network operator Portugal 100.0
Vodafone Qatar Q.S.C.(1) Network operator Qatar 23.0
Vodafone Romania S.A. Network operator Romania 100.0
Vodafone Telekomunikasyon A.S. Network operator Turkey 100.0
Notes:
(1) The Group has rights that enable it to control the strategic and operating decisions of Vodafone Qatar Q.S.C.
(2) Effective ownership percentages of Vodafone Group Plc at 31 March 2010, rounded to nearest tenth of one percent.
(3) The share capital of VM, SA consists of 1,380,000,000 ordinary shares and 9,158,334,043 preference shares.
(4) Vodacom Group Limited was converted to a public company on 18 May 2009 and, accordingly, changed its name from Vodacom Group (Pty) Limited.
(5) At 31 March 2010 the Group owned 65.0% of the issued share capital of Vodacom Group Limited (‘Vodacom’) with the 65.3% ownership interest in the outstanding shares in Vodacom resulting from
the acquisition of treasury shares by Vodacom.
(6) Share capital consists of 395,834,251 ordinary shares and 1.65 million class D and E redeemable preference shares, of which 100% of the ordinary shares are held by the Group.
(7) The Group’s aggregate direct and indirect equity interest in Vodafone Essar Limited was 57.59% at 31 March 2010. The Group has call options to acquire shareholdings in three companies which
indirectly own further 9.39% interests in Vodafone Essar Limited. The shareholders of these companies also have put options which, if exercised, would require Vodafone to purchase the remaining
shares in the respective company. If these options were exercised, which can only be done in accordance with Indian law prevailing at the time of exercise, the Group would have a direct and indirect
interest of 66.98% of Vodafone Essar Limited.
(8) Share capital consists of 600 ordinary shares and one deferred share, of which 100% of the shares are held directly by Vodafone Group Plc.
(9) 38.6% of the issued share capital of Vodafone Portugal-Comunicações Pessoais, S.A. is held directly by Vodafone Group Plc.

96 Vodafone Group Plc Annual Report 2010

 Financials

13. Investments in joint ventures

Principal joint ventures
At 31 March 2010 the Company had the following joint ventures carrying on businesses which affect the profits and assets of the Group. Unless otherwise stated the
Company’s principal joint ventures all have share capital consisting solely of ordinary shares, which are indirectly held, and the country of incorporation or registration is
also their principal place of operation.

Country of incorporation Percentage(1)

Name Principal activity or registration shareholdings
Indus Towers Limited Network infrastructure India 24.2(2)
Polkomtel S.A.(3) Network operator Poland 24.4
Vodafone Hutchison Australia Pty Limited(3) Network operator Australia 50.0
Vodafone Fiji Limited Network operator Fiji 49.0(4)
Vodafone Omnitel N.V.(5) Network operator Netherlands 76.9(6)
Notes:
(1) Rounded to nearest tenth of one percent.
(2) Vodafone Essar Limited, in which the Group has a 57.6% equity interest, owns 42.0% of Indus Towers Limited.
(3) Polkomtel S.A. and Vodafone Hutchinson Australia Pty Limited have a year end of 31 December.
(4) The Group holds substantive participating rights which provide it with a veto over the significant financial and operating policies of Vodafone Fiji Limited and which ensure it is able to exercise joint
control over Vodafone Fiji Limited with the majority shareholder.
(5) The principal place of operation of Vodafone Omnitel N.V. is Italy.
(6) The Group considered the existence of substantive participating rights held by the non-controlling shareholder provide that shareholder with a veto right over the significant financial and operating
policies of Vodafone Omnitel N.V., and determined that, as a result of these rights, the Group does not have control over the financial and operating policies of Vodafone Omnitel N.V., despite the Group’s
76.9% ownership interest.

Effect of proportionate consolidation of joint ventures

The following table presents, on a condensed basis, the effect on the consolidated financial statements of including joint ventures using proportionate consolidation. The
results of Vodacom Group Limited are included until 18 May 2009 when it became a subsidiary (see note 26) and the results of Safaricom Limited (‘Safaricom’) are included
until 28 May 2008, at which time its consolidation status changed from joint venture to associate following completion of the share allocation for the public offering of
25% of Safaricom’s shares previously held by the Government of Kenya and termination of the shareholding agreement with the Government of Kenya. The results of
Australia are included from 9 June 2009 following its merger with Hutchison 3G Australia (see note 26) and results from the 4.8% stake in Polkomtel acquired during the
2009 financial year are included from 18 December 2008.

2010 2009 2008

£m £m £m
Revenue 7,896 7,737 6,448
Cost of sales (4,216) (4,076) (3,225)
Gross profit 3,680 3,661 3,223
Selling, distribution and administrative expenses (1,369) (1,447) (1,155)
Operating income and expense (12) – –
Operating profit 2,299 2,214 2,068
Net financing costs (152) (170) (119)
Profit before tax 2,147 2,044 1,949
Income tax expense (655) (564) (829)
Profit for the financial year 1,492 1,480 1,120

2010 2009
£m £m
Non-current assets 20,787 22,688
Current assets 763 1,148
Total assets 21,550 23,836

Total shareholders’ funds 17,407 20,079

Non-controlling interests – 20
Total equity 17,407 20,099

Non-current liabilities 833 865

Current liabilities 3,310 2,872
Total liabilities 4,143 3,737
Total equity and liabilities 21,550 23,836

Vodafone Group Plc Annual Report 2010 97

Notes to the consolidated financial statements continued
14. Investments in associates
At 31 March 2010 the Company had the following principal associates carrying on businesses which affect the profits and assets of the Group. The Company’s principal
associates all have share capital consisting solely of ordinary shares, unless otherwise stated, and are all indirectly held. The country of incorporation or registration of all
associates is also their principal place of operation.

Country of
incorporation Percentage(1)
Name Principal activity or registration shareholdings
Cellco Partnership(2) Network operator USA 45.0
Société Française du Radiotéléphone S.A. Network operator France 44.0
Safaricom Limited(3)(4) Network operator Kenya 40.0
Notes:
(1) Rounded to nearest tenth of one percent.
(2) Cellco Partnership trades under the name Verizon Wireless.
(3) The Group also holds two non-voting shares.
(4) At 31 March 2010 the fair value of Safaricom Limited was KES89 billion (£756 million) based on the closing quoted share price on the Nairobi Stock Exchange.

The Group’s share of the aggregated financial information of equity accounted associates is set out below. The amounts for the year ended 31 March 2009 include the share
of results in Safaricom from 28 May 2008, at which time its consolidation status changed from being a joint venture to an associate.
2010 2009 2008
£m £m £m
Revenue 23,288 19,307 13,630
Share of result in associates 4,742 4,091 2,876
Share of discontinued operations in associates 93 57 –

2010 2009
£m £m
Non-current assets 47,048 50,732
Current assets 4,901 4,641
Share of total assets 51,949 55,373

Non-current liabilities 8,295 8,668

Current liabilities 6,685 11,394
Non-controlling interests 592 596
Share of total liabilities and non-controlling interests 15,572 20,658
Share of equity shareholders’ funds in associates 36,377 34,715

15. Other investments

Non-current other investments comprise the following, all of which are classified as available-for-sale, with the exception of other debt and bonds, which are classified as
loans and receivables, and cash held in restricted deposits:
2010 2009
£m £m
Included within non-current assets:
Listed securities:
Equity securities 4,072 3,931
Unlisted securities:
Equity securities 879 833
Public debt and bonds 11 20
Other debt and bonds 2,355 2,094
Cash held in restricted deposits 274 182
7,591 7,060

Included within current assets:

Government bonds 388 –

The fair values of listed securities are based on quoted market prices and include the Group’s 3.2% investment in China Mobile Limited, which is listed on the Hong Kong and
New York stock exchanges and incorporated under the laws of Hong Kong. China Mobile Limited is a mobile network operator and its principal place of operation is China.

Unlisted equity securities include a 26% interest in Bharti Infotel Private Limited, through which the Group has a 4.36% economic interest in Bharti Airtel Limited. Unlisted
equity investments are recorded at fair value where appropriate, or at cost if their fair value cannot be reliably measured as there is no active market from which their fair
values can be derived.

For public debt and bonds and cash held in restricted deposits, the carrying amount approximates fair value.

Other debt and bonds include preferred equity and a subordinated loan received as part of the disposal of Vodafone Japan to SoftBank. The fair value of these instruments
cannot be reliably measured as there is no active market in which these are traded. As discussed in note 29, the Group has covenanted to provide security in favour of the
Trustee of the Vodafone Group UK Pension Scheme in respect of the funding deficit in the scheme. The initial security takes the form of a Japanese law share pledge over
400,000 class 1 preferred shares of ¥200,000 in BB Mobile Corp, a subsidiary of SoftBank.

Current short-term investments of £388 million (2009: £nil) are classified as available-for-sale and consist of index linked government bonds which are held on an effective
floating rate basis.

98 Vodafone Group Plc Annual Report 2010

 Financials

16. Inventory
2010 2009
£m £m
Goods held for resale 433 412

Inventory is reported net of allowances for obsolescence, an analysis of which is as follows:

2010 2009 2008
£m £m £m
1 April 111 118 100
Exchange movements 5 13 11
Amounts charged /(credited) to the income statement 4 (20) 7
31 March 120 111 118

Cost of sales includes amounts related to inventory amounting to £5,268 million (2009: £4,853 million; 2008: £4,320 million).

17. Trade and other receivables

2010 2009
£m £m
Included within non-current assets:
Trade receivables 59 56
Other receivables 678 423
Prepayments and accrued income 148 132
Derivative financial instruments 1,946 2,458
2,831 3,069

Included within current assets:

Trade receivables 4,008 3,751
Amounts owed by associates 24 50
Other receivables 1,122 744
Prepayments and accrued income 3,448 2,868
Derivative financial instruments 182 249
8,784 7,662

The Group’s trade receivables are stated after allowances for bad and doubtful debts based on management’s assessment of creditworthiness, an analysis of which is
as follows:
2010 2009
£m £m
1 April 874 664
Exchange movements (27) 101
Amounts charged to administrative expenses 465 423
Trade receivables written off (383) (314)
31 March 929 874

The carrying amounts of trade and other receivables approximate their fair value. Trade and other receivables are predominantly non-interest bearing.

2010 2009
£m £m
Included within “Derivative financial instruments”:
Fair value through the income statement (held for trading):
Interest rate swaps 1,031 16
Foreign exchange swaps 132 104
1,163 120
Fair value hedges:
Interest rate swaps 965 2,587
2,128 2,707

The fair values of these financial instruments are calculated by discounting the future cash flows to net present values using appropriate market interest and foreign currency
rates prevailing at 31 March.

Vodafone Group Plc Annual Report 2010 99

Notes to the consolidated financial statements continued
18. Cash and cash equivalents
2010 2009
£m £m
Cash at bank and in hand 745 811
Money market funds 3,678 3,419
Repurchase agreements – 648
Cash and cash equivalents as presented in the statement of financial position 4,423 4,878
Bank overdrafts (60) (32)
Cash and cash equivalents as presented in the statement of cash flows 4,363 4,846

Bank balances and money market funds comprise cash held by the Group on a short-term basis with original maturity of three months or less. The carrying amount of these
assets approximates their fair value.

19. Called up share capital

2010 2009
Number £m Number £m
Authorised:
Ordinary shares of 11 3/7 US cents each 68,250,000,000 4,875 68,250,000,000 4,875
B shares of 15 pence each 38,563,935,574 5,784 38,563,935,574 5,784
Deferred shares of 15 pence each 28,036,064,426 4,206 28,036,064,426 4,206

Ordinary shares allotted, issued and fully paid:(1)

1 April 57,806,283,716 4,153 58,255,055,725 4,182
Allotted during the year 2,963,016 – 51,227,991 3
Cancelled during the year – – (500,000,000) (32)
31 March 57,809,246,732 4,153 57,806,283,716 4,153

B shares allotted, issued and fully paid:(2)

1 April – – 87,429,138 13
Redeemed during the year – – (87,429,138) (13)
31 March – – – –
Notes:
(1) At 31 March 2010 the Group held 5,146,112,159 (2009: 5,322,411,101) treasury shares with a nominal value of £370 million (2009: £382 million). The market value of shares held was £7,822 million
(2009: £6,533 million). During the year 149,298,942 (2009: 41,146,589) treasury shares were reissued under Group share option schemes. The number of shares held by the Group as treasury shares,
at 31 March 2010, has been adjusted down by 27 million which represents a number of shares that the Company previously reported as being purchased on the 10 September 2008, via Lehman Brothers
International (Europe) (‘LBIE’), and held in treasury. As a result of LBIE being placed in administration on the 15 September 2008 the shares were not settled to the Company’s designated treasury
account and are believed to be held in a proprietary account with the administrator. The Company has treated the transaction to buy back the shares as failed.
(2) On 31 July 2006 the Company undertook a return of capital to shareholders via a B share scheme and associated share consolidation. A total of 66,271,035,240 B shares were issued on that day, and
66,271,035,240 existing ordinary shares of 10 US cents each were consolidated into 57,987,155,835 new ordinary shares of 11 3/7 US cents each. B shareholders were given the alternatives of initial
redemption or future redemption at 15 pence per share or the payment of an initial dividend of 15 pence per share. The initial redemption took place on 4 August 2006 with future redemption dates
on 5 February and 5 August each year until 5 August 2008 when the Company redeemed all B shares still in issue at their nominal value of 15 pence.

Allotted during the year

Nominal Net
value proceeds
Number £m £m
UK share awards and option scheme awards 1,612,486 – 1
US share awards and option scheme awards 1,350,530 – 2
Total for share awards and option scheme awards 2,963,016 – 3

100 Vodafone Group Plc Annual Report 2010

 Financials

20. Share-based payments

The Company currently uses a number of equity settled share plans to grant options and shares to its directors and employees.

The maximum aggregate number of ordinary shares which may be issued in respect of share options or share plans will not (without shareholder approval) exceed:

■■ 10% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of ordinary shares which have
been allocated in the preceding ten year period under all plans; and
■■ 5% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of ordinary shares which have
been allocated in the preceding ten year period under all plans, other than any plans which are operated on an all-employee basis.

Share options
Vodafone Group executive plans
No share options have been granted to any directors or employees under the Company’s discretionary share option plans in the year ended 31 March 2010.

There are options outstanding under a number of plans: the Vodafone Group 1998 Executive Share Option Scheme and the Vodafone Group 1988 Share Option Scheme,
the Vodafone Group 1999 Long-Term Incentive Plan and the Vodafone Global Incentive Plan. These options are normally exercisable between three and ten years from the
date of grant. The vesting of some of these options is subject to satisfaction of performance conditions. Grants made to US employees are made in respect of ADSs.

Vodafone Group Sharesave Plan

The Vodafone Group 2008 Sharesave Plan and its predecessor the Vodafone Group 1998 Sharesave Scheme enable UK staff to acquire shares in the Company through monthly
savings of up to £250 over a three or five year period, at the end of which they also receive a tax free bonus. The savings and bonus may then be used to purchase shares at the
option price, which is set at the beginning of the invitation period and usually at a discount of 20% to the then prevailing market price of the Company’s shares.

Other share option plans

Share option plans are operated by certain of the Group’s subsidiaries although awards are no longer made under these plans.

Share plans
Vodafone Group executive plans
Under the Vodafone Global Incentive Plan awards of shares are granted to directors and certain employees. The release of these shares is conditional upon continued
employment and for some awards achievement of certain performance targets measured over a three year period.

Under the Vodafone Group Deferred Share Bonus Plan, directors and certain employees were able to defer their 2007 annual bonuses into shares. These shares were released
in 2009 together with additional shares based on the outcome of a two year performance condition.

Vodafone Share Incentive Plan

The Vodafone Share Incentive Plan enables UK staff to acquire shares in the Company through monthly purchases of up to £125 per month or 5% of salary, whichever is
lower. For each share purchased by the employee, the Company provides a free matching share.

Vodafone Group Global AllShare Plan

A significant number of employees received a conditional award of 340 shares (2009: 290) in the Company on 30 June 2009 under the Vodafone Group Global AllShare
Plan. The awards vest after two years and are not subject to performance conditions but are subject to continued employment. There will be no further grants under this plan.

Movements in ordinary share options and ADS options outstanding

ADS options Ordinary share options
2010 2009 2008 2010 2009 2008
Millions Millions Millions Millions Millions Millions
1 April 1 1 3 334 373 584
Granted during the year – – – 13 7 46
Forfeited during the year – – – (2) (11) (30)
Exercised during the year – – (1) (47) (16) (204)
Expired during the year – – (1) (32) (19) (23)
31 March 1 1 1 266 334 373

Weighted average exercise price:

1 April $15.37 $18.15 $21.46 £1.41 £1.42 £1.35
Granted during the year – – – £0.94 £1.21 £1.63
Forfeited during the year – – – £1.50 £1.47 £1.67
Exercised during the year – – $19.52 £1.11 £1.09 £1.20
Expired during the year – – $28.50 £1.67 £1.55 £1.72
31 March $15.07 $15.37 $18.15 £1.41 £1.41 £1.42

Vodafone Group Plc Annual Report 2010 101

Notes to the consolidated financial statements continued
20. Share-based payments continued
Summary of options outstanding and exercisable at 31 March 2010
Outstanding Exercisable
Weighted Weighted
average average
Weighted remaining Weighted remaining
Outstanding average contractual Exercisable average contractual
shares exercise life shares exercise life
Millions price Months Millions price Months
Vodafone Group savings related and Sharesave Plan:
£0.01 – £1.00 14 £0.94 40 – – –
£1.01 – £2.00 8 £1.24 24 – – –
22 £1.04 35 – – –
Vodafone Group executive plans:
£1.01 – £2.00 8 £1.58 16 8 £1.58 16
£2.01 – £3.00 14 £2.79 4 14 £2.79 4
22 £2.36 8 22 £2.36 8
Vodafone Group 1999 Long-Term Stock Incentive Plan:
£0.01 – £1.00 55 £0.90 27 55 £0.90 27
£1.01 – £2.00 165 £1.49 42 139 £1.46 33
£2.01 – £3.00 1 £2.92 4 1 £2.92 4
221 £1.36 38 195 £1.31 31
Other share option plans:
£1.01 – greater than £3.01 1 £2.63 20 1 £2.63 20
Vodafone Group 1999 Long-Term Stock Incentive Plan:
$10.01 – $30.00 1 $15.07 30 1 $14.76 29

Fair value of options granted

ADS options Ordinary share options
Board of directors and
Other(1) Executive Committee(1) Other
2008 2008 2010 2009 2008
Expected life of option (years) 4-5 4-5 3-5 3-5 4-5
Expected share price volatility 25.5-33.5% 25.7-27.7% 32.5-33.5% 30.9-31.0% 25.5-33.5%
Dividend yield 3.8-4.2% 4.0-4.4% 6.62% 5.04% 3.8-4.2%
Risk free rates 4.4-5.7% 5.5% 2.5-3.0% 4.9% 4.4-5.7%
Exercise price(2) £1.67-1.76 £1.68 £0.94 £1.21 £1.67-1.76
Notes:
(1) There were no options granted in the years ended 31 March 2010 and 31 March 2009.
(2) In the year ended 31 March 2008 there was more than one option grant.

The fair value of options granted is estimated at the date of grant using a lattice-based option valuation model, which incorporates ranges of assumptions for inputs as
disclosed above. Certain options granted to the Board of directors and Executive Committee have a market based performance condition attached and as a result the
assumptions are disclosed separately.

Share awards
Movements in non-vested shares during the year ended 31 March 2010 are as follows:
Global AllShare Plan Other Total
Weighted Weighted Weighted
average fair average fair average fair
value at value at value at
Millions grant date Millions grant date Millions grant date
1 April 2009 32 £1.43 288 £1.11 320 £1.15
Granted 21 £1.02 147 £0.90 168 £0.92
Vested (17) £1.53 (74) £1.00 (91) £1.10
Forfeited (2) £1.19 (21) £1.00 (23) £1.02
31 March 2010 34 £1.15 340 £1.05 374 £1.06

Other information
The weighted average grant date fair value of options granted during the 2010 financial year was £0.26 (2009: £0.39; 2008: £0.34).

The total fair value of shares vested during the year ended 31 March 2010 was £100 million (2009: £84 million; 2008: £75 million).

The compensation cost included in the consolidated income statement in respect of share options and share plans was £150 million (2009: £128 million; 2008: £107 million)
which is comprised entirely of equity-settled transactions.

The average share price for the year ended 31 March 2010 was 132 pence.

102 Vodafone Group Plc Annual Report 2010

 Financials

21. Capital and financial risk management The Group invests in repurchase agreements which are fully collateralised
investments. The collateral is sovereign and supranational debt of major EU countries
Capital management denominated in euros and US dollars and can be readily converted to cash. In the
The following table summarises the capital of the Group: event of any default, ownership of the collateral would revert to the Group. At
31 March 2010 the Group had no outstanding repurchase agreements (2009: £648
2010 2009
£m £m
million). The value of the collateral held by the Group at 31 March 2009 is
Cash and cash equivalents (4,423) (4,878) shown below:
2010 2009
Borrowings 39,795 41,373 £m £m
Other financial instruments (2,056) (2,272) Sovereign – 544
Net debt 33,316 34,223 Supranational – 104
Equity 90,810 84,777 – 648
Capital 124,126 119,000

In respect of financial instruments used by the Group’s treasury function, the

The Group’s policy is to borrow centrally using a mixture of long-term and short-term
capital market issues and borrowing facilities to meet anticipated funding
requirements. These borrowings, together with cash generated from operations, are
loaned internally or contributed as equity to certain subsidiaries. The Board has
approved three internal debt protection ratios being: net interest to operating cash
flow (plus dividends from associates); retained cash flow (operating cash flow plus
dividends from associates less interest, tax, dividends to minorities and equity
dividends) to net debt; and operating cash flow (plus dividends from associates) to
net debt. These internal ratios establish levels of debt that the Group should not
exceed other than for relatively short periods of time and are shared with the Group’s
debt rating agencies being Moody’s, Fitch Ratings and Standard & Poor’s. The Group
complied with these ratios throughout the financial year.
Financial risk management
The Group’s treasury function provides a centralised service to the Group for funding,
foreign exchange, interest rate management and counterparty risk management.
Treasury operations are conducted within a framework of policies and guidelines
authorised and reviewed annually by the Board, most recently on 28 July 2009.
A  treasury risk committee comprising of the Group’s Chief Financial Officer,
Group  General Counsel and Company Secretary, Corporate Finance Director
and Director of Financial Reporting meets at least annually to review treasury
activities and its members receive management information relating to treasury
activities on a quarterly basis. The Group accounting function, which does not report
to the Group Corporate Finance Director, provides regular update reports of treasury
activity to the Board. The Group’s internal auditors review the internal control
environment regularly.
aggregate credit risk the Group may have with one counterparty is limited by firstly,
reference to the long-term credit ratings assigned for that counterparty by Moody’s,
Fitch Ratings and Standard & Poor’s and secondly, as a consequence of collateral
support agreements introduced from the fourth quarter of 2008. Under collateral
support agreements the Group’s exposure to a counterparty with whom a collateral
support agreement is in place is reduced to the extent that the counterparty must
post cash collateral when there is value due to the Group under outstanding
derivative contracts that exceeds a contractually agreed threshold amount. When
value is due to the counterparty the Group is required to post collateral on identical
terms. Such cash collateral is adjusted daily as necessary.
In the event of any default, ownership of the cash collateral would revert to the
respective holder at that point. Detailed below is the value of the cash collateral,
which is reported within short-term borrowings, held by the Group at 31 March 2010:
2010 2009
£m £m
Cash collateral 604 691
The majority of the Group’s trade receivables are due for maturity within 90 days and
largely comprise amounts receivable from consumers and business customers. At
31 March 2010 £2,111 million (2009: £1,987 million) of trade receivables were not yet
due for payment. Total trade receivables consisted of £2,506 million (2009: £2,798
million) relating to the Europe region, £997 million (2009: £561 million) relating to
the Africa and Central Europe region and £564 million (2009: £448 million) relating
to the Asia Pacific and Middle East region. Accounts are monitored by management
and provisions for bad and doubtful debts raised where it is deemed appropriate.

The Group uses a number of derivative instruments for currency and interest rate risk The following table presents ageing of receivables that are past due and are presented
management purposes only that are transacted by specialist treasury personnel. In net of provisions for doubtful receivables that have been established.
light of the ongoing financial conditions within the banking sector the Group has
reviewed the types of financial risk it faces and continues to monitor these on an 2010 2009
ongoing basis. The Group considers that credit risk in the banking sector remains high £m £m
and has mitigated this risk by the adoption of collateral support agreements for the 30 days or less 1,499 1,430
majority of its bank counterparties. Between 31 – 60 days 119 131
Between 61 – 180 days 155 121
Credit risk Greater than 180 days 183 138
The Group considers its exposure to credit risk at 31 March to be as follows: 1,956 1,820

2010 2009 Concentrations of credit risk with respect to trade receivables are limited given that
£m £m the Group’s customer base is large and unrelated. Due to this management believes
Cash at bank and in hand 745 811 there is no further credit risk provision required in excess of the normal provision for
Cash held in restricted deposits 274 182 bad and doubtful receivables. Amounts charged to administrative expenses during
Government bonds 388 – the year ended 31 March 2010 were £465 million (2009: £423 million, 2008: £293
Repurchase agreements – 648 million) (see note 17).
Money market fund investments 3,678 3,419
Derivative financial instruments 2,128 2,707 The Group has other investments in preferred equity and a subordinated loan
Other investments – debt and bonds 2,366 2,114 received as part of the disposal of Vodafone Japan to SoftBank in the 2007 financial
Trade receivables 4,067 3,807 year. The carrying value of those investments at 31 March 2010 was £2,288 million
13,646 13,688 (2009: £2,073 million). As discussed in notes 15 and 29 the Group has covenanted to
provide security in favour of the Trustee of the Vodafone Group UK Pension Scheme
The Group has invested in index linked government bonds for the first time this year in respect of the funding deficit in the scheme. The initial security takes the form of a
on the basis that they generate a swap return in excess of £ LIBOR. Japanese law share pledge over 400,000 class 1 preferred shares of ¥200,000 in BB
Mobile Corp, a subsidiary of SoftBank.
Money market investments are in accordance with established internal treasury
policies which dictate that an investment’s long-term credit rating is no lower than
single A. Additionally, the Group invests in AAA unsecured money market mutual
funds where the investment is limited to 10% of each fund.

Vodafone Group Plc Annual Report 2010 103

Notes to the consolidated financial statements continued
21. Capital and financial risk management continued are yen denominated financial instruments but are owned by legal entities with
Liquidity risk either a sterling or euro functional currency. In addition, a US dollar denominated
At 31 March 2010 the Group had US$9.1 billion committed undrawn bank facilities financial liability arising from the put rights granted over the Essar Group’s interests
and US$15 billion and £5 billion commercial paper programmes, supported by the in Vodafone Essar in the 2008 financial year and discussed on page 44, were granted
US$9.1 billion committed bank facilities, available to manage its liquidity. The Group by a legal entity with a euro functional currency. A 19%, 8% or 12% (2009: 23%, 10%
uses commercial paper and bank facilities to manage short-term liquidity and or 15%) change in the ¥/£, ¥/€ or US$/€ exchange rates would have a £146 million,
manages long-term liquidity by raising funds on capital markets. £122 million or £393 million (2009: £164 million, £136 million and £496 million)
impact on profit or loss in relation to these financial instruments.
US$4.1 billion of the committed facility has a maturity date of 28 July 2011 and
the remaining US$5 billion has a maturity of 22 June 2012. Both facilities have The Group recognises foreign exchange movements in equity for the translation of
remained undrawn throughout the financial year and since year end and provide net investment hedging instruments and balances treated as investments in foreign
liquidity support. operations. However there is no net impact on equity for exchange rate movements
as there would be an offset in the currency translation of the foreign operation.
The Group manages liquidity risk on long-term borrowings by maintaining a varied
maturity profile with a cap on the level of debt maturing in any one calendar year, The following table details the Group’s sensitivity of the Group’s operating profit to a
therefore minimising refinancing risk. Long-term borrowings mature between one strengthening of the Group’s major currencies in which it transacts. The percentage
and 27 years. movement applied to each currency is based on the average movements in the
previous three annual reporting periods. Amounts are calculated by retranslating the
Liquidity is reviewed daily on at least a 12 month rolling basis and stress tested on the operating profit of each entity whose functional currency is either euro or US dollar.
assumption that all commercial paper outstanding matures and is not reissued. The
2010
Group maintains substantial cash and cash equivalents which at 31 March 2010
£m
amounted to £4,423 million (2009: £4,878 million).
Euro 12% change – Operating profit 804
US dollar 15% change – Operating profit 617
Market risk
Interest rate management
Under the Group’s interest rate management policy, interest rates on monetary At 31 March 2009 sensitivity of the Group’s operating profit was analysed for euro 12%
assets and liabilities denominated in euros, US dollars and sterling are maintained on change and US dollar 17% change, representing £347 million and £632 million
a floating rate basis except for periods up to four years when at least 20% of net debt respectively.
is fixed. Where assets and liabilities are denominated in other currencies interest rates
may also be fixed. In addition, fixing is undertaken for longer periods when interest Equity risk
rates are statistically low. The Group has equity investments, primarily in China Mobile Limited and Bharti
Infotel Private Limited, which are subject to equity risk. See note 15 to the consolidated
At 31 March 2010 36% (2009: 43%) of the Group’s gross borrowings were fixed for a financial statements for further details on the carrying value of these investments.
period of at least one year. For each one hundred basis point fall or rise in market
interest rates for all currencies in which the Group had borrowings at 31 March 2010 Fair value of financial instruments
there would be a reduction or increase in profit before tax by approximately £165 The table below sets out the valuation basis of financial instruments held at fair value
million (2009: increase or reduce by £175 million) including mark-to-market by the Group at 31 March 2010.
revaluations of interest rate and other derivatives and the potential interest on
outstanding tax issues. There would be no material impact on equity. Level 1(1) Level 2(2) Total
£m £m £m
Foreign exchange management Financial assets:
As Vodafone’s primary listing is on the London Stock Exchange its share price is Derivative financial instruments:
quoted in sterling. Since the sterling share price represents the value of its future Interest rate swaps – 1,996 1,996
multi-currency cash flows, principally in euro, US dollars and sterling, the Group Foreign exchange contracts – 132 132
maintains the currency of debt and interest charges in proportion to its expected Interest rate futures – 20 20
future principal multi-currency cash flows and has a policy to hedge external foreign – 2,148 2,148
exchange risks on transactions denominated in other currencies above certain de Financial investments available-for-sale:
minimis levels. As the Group’s future cash flows are increasingly likely to be derived Listed equity securities(3) 4,072 – 4,072
from emerging markets it is likely that more debt in emerging market currencies will Unlisted equity securities(3) – 623 623
be drawn. 4,072 623 4,695
4,072 2,771 6,843
As such, at 31 March 2010 120% of net debt was denominated in currencies other Financial liabilities:
than sterling (49% euro, 46% US dollar and 25% other) while 20% of net debt had Derivative financial instruments:
been purchased forward in sterling in anticipation of sterling denominated Interest rate swaps – 365 365
shareholder returns via dividends. This allows euro, US dollar and other debt to be Foreign exchange contracts – 95 95
serviced in proportion to expected future cash flows and therefore provides a partial – 460 460
hedge against income statement translation exposure, as interest costs will be Notes:
denominated in foreign currencies. Yen debt is used as a hedge against the value of (1) Level 1 classification is used where fair value is determined by unadjusted quoted prices in active
yen assets as the Group has minimal yen cash flows. A relative strengthening in the markets for identical assets or liabilities.
(2) Level 2 classification is used where valuation inputs are observable directly or indirectly from
value of sterling against certain currencies in which the Group maintains cash and quoted prices. Fair values for unlisted equity securities are derived from observable quoted
cash equivalents has resulted in a reduction in cash and cash equivalents of £257 market prices for similar items.
million from currency translation differences in the year ended 31 March 2010 (2009: (3) Details of listed and unlisted equity securities are included in note 15 “Other Investments”.
£371 million increase).

Under the Group’s foreign exchange management policy foreign exchange

transaction exposure in Group companies is generally maintained at the lower of €5
million per currency per month or €15 million per currency over a six month period.
The Group is exposed to profit and loss account volatility on the retranslation of
certain investments received upon the disposal of Vodafone Japan to SoftBank which

104 Vodafone Group Plc Annual Report 2010

 Financials

22. Borrowings
Carrying value and fair value information
2010 2009
Short-term Long-term Short-term Long-term
borrowings borrowings Total borrowings borrowings Total
£m £m £m £m £m £m
Financial liabilities measured at amortised cost:
Bank loans 3,460 4,183 7,643 893 5,159 6,052
Bank overdrafts 60 – 60 32 − 32
Redeemable preference shares – 1,242 1,242 – 1,453 1,453
Commercial paper 2,563 – 2,563 2,659 − 2,659
Bonds 1,174 12,675 13,849 515 8,064 8,579
Other liabilities(1)(2) 3,906 385 4,291 1,015 4,122 5,137
Bonds in fair value hedge relationships – 10,147 10,147 4,510 12,951 17,461
11,163 28,632 39,795 9,624 31,749 41,373

Notes:
(1) At 31 March 2010 amount includes £604 million (2009: £691 million) in relation to collateral support agreements.
(2) Amounts at 31 March 2010 includes £3,405 million (2009: £3,606 million) in relation to the written put options disclosed in note 12 and written put options granted to the Essar Group that, if exercised,
would allow the Essar Group to sell its 33% shareholding in Vodafone Essar to the Group for US$5 billion or to sell up to US$5 billion worth of Vodafone Essar shares at an independently appraised fair
market value.

Banks loans include a ZAR 4.85 billion loan borrowed by Vodafone Holdings SA Pty Limited (‘VHSA’), which directly and indirectly owns the Group’s 65% interest in Vodacom
Group Limited. VHSA has pledged its 100% equity shareholding in Vodafone Investments SA (‘VISA’), which holds a direct 20.1% equity shareholding in Vodacom Group
Limited, as security for its loan obligations. The terms and conditions of the pledge mean that should VHSA not meet all of its loan payment and performance obligations,
the lenders may sell the equity shareholding in its subsidiary VISA at market value to recover their losses, with any remaining sales proceeds being returned to VHSA.
Vodafone International Holdings B.V. has also guaranteed this loan with recourse only to the VHSA shares it has pledged. The terms and conditions of the security arrangement
mean the lenders may be able to sell these respective shares in preference to the VISA shares held by VHSA. An arrangement has been put in place where the Vodacom
Group Limited shares held by VHSA and VISA are held in an escrow account to ensure the shares cannot be sold to satisfy the pledge made by the Company. The maximum
collateral provided is ZAR 4.85 billion, being the carrying value of the bank loan at 31 March 2010 (2009: ZAR 6.4 billion). Bank loans also include INR175 billion of loans held
by Vodafone Essar Limited (‘VEL’) and its subsidiaries (the ‘VEL Group’). The VEL Group has a number of security arrangements supporting certain licences secured under
the terms of tri-party agreements between the relevant borrower, the department of telecommunications, Government of India and the agent representing the secured
lenders and certain share pledges of the shares under VEL. The terms and conditions of the security arrangements mean that should members of the VEL Group not meet
all of their loan payment and performance obligations, the lenders may sell the pledged shares and enforce rights over the certain licences under the terms of the tri-party
agreements to recover their losses, with any remaining sales proceeds being returned to the VEL Group. Each of the eight legal entities within the VEL Group provide cross
guarantees to the lenders in respect to debt contracted by the other seven.

The fair value and carrying value of the Group’s short-term borrowings is as follows:
Sterling equivalent
nominal value Fair value Carrying value
2010 2009 2010 2009 2010 2009
£m £m £m £m £m £m
Financial liabilities measured at amortised cost 11,023 5,131 11,130 5,108 11,163 5,114

Bonds in fair value hedge relationships: – 4,320 – 4,397 – 4,510

4.25% euro 1,859 million bond due May 2009 – 1,720 – 1,722 – 1,780
4.75% euro 859 million bond due May 2009 – 794 – 798 – 831
7.75% US dollar 2,582 million bond due February 2010 – 1,806 – 1,877 – 1,899
Short-term borrowings 11,023 9,451 11,130 9,505 11,163 9,624

Vodafone Group Plc Annual Report 2010 105

Notes to the consolidated financial statements continued
22. Borrowings continued
The fair value and carrying value of the Group’s long-term borrowings is as follows:
Sterling equivalent
nominal value Fair value Carrying value
2010 2009 2010 2009 2010 2009
£m £m £m £m £m £m
Financial liabilities measured at amortised cost:
Bank loans 4,149 4,993 4,183 5,159 4,183 5,159
Redeemable preference shares 1,174 1,237 1,098 1,453 1,242 1,453
Other liabilities 385 4,314 385 4,186 385 4,122
Bonds: 11,455 6,976 11,961 6,559 12,675 8,064
US dollar floating rate note due June 2011 230 245 230 227 230 245
5.5% US dollar 750 million bond due June 2011 494 – 518 – 524 –
Euro floating rate note due January 2012 1,158 1,203 1,157 1,136 1,161 1,218
US dollar floating rate note due February 2012 329 350 329 322 329 350
5.35% US dollar 500 million bond due February 2012 329 – 351 – 352 –
3.625% euro 1,250 million bond due November 2012 1,113 – 1,157 – 1,149 –
6.75% Australian dollar 265 million bond due January 2013 160 – 161 – 167 –
Czech krona floating rate note due June 2013 19 18 19 18 19 18
Euro floating rate note due September 2013 757 786 756 714 758 788
5.0% US dollar 1,000 million bond due December 2013 658 – 704 – 718 –
6.875% euro 1,000 million bond due December 2013 891 – 1,024 – 936 –
Euro floating rate note due June 2014 1,113 1,157 1,099 1,029 1,114 1,158
4.15% US dollar 1,250 million bond due June 2014 823 – 856 – 852 –
5.125% euro 500 million bond due April 2015 445 463 496 470 475 495
3.375% US dollar 500 million bond due November 2015 329 – 327 – 330 –
5% euro 750 million bond due June 2018 668 694 721 699 694 721
7.875% US dollar 750 million bond due February 2030 494 525 589 577 814 876
6.25% US dollar 495 million bond due November 2032 326 346 328 333 453 485
6.15% US dollar 1,700 million bond due February 2037 1,119 1,189 1,139 1,034 1,600 1,710

Bonds in fair value hedge relationships: 9,395 11,823 10,085 11,982 10,147 12,951
5.875% euro 1,250 million bond due June 2010 – 1,157 – 1,195 – 1,258
5.5% US dollar 750 million bond due June 2011 – 525 – 544 – 575
5.35% US dollar 500 million bond due February 2012 – 350 – 357 – 385
3.625% euro 1,000 million bond due November 2012 – 925 – 919 – 967
6.75% Australian dollar 265 million bond due January 2013 – 128 – 127 – 140
5.0% US dollar 1,000 million bond due December 2013 – 699 – 713 – 786
6.875% euro 1,000 million bond due December 2013 – 925 – 1,005 – 973
4.625% sterling 350 million bond due September 2014 350 350 367 352 388 381
4.625% sterling 525 million bond due September 2014 525 525 550 526 532 519
2.15% Japanese yen 3,000 million bond due April 2015 21 21 22 22 22 22
5.375% US dollar 900 million bond due January 2015 592 630 636 632 650 711
5.0% US dollar 750 million bond due September 2015 494 525 529 516 543 598
6.25% euro 1,250 million bond due January 2016 1,113 1,157 1,278 1,208 1,168 1,182
5.75% US dollar 750 million bond due March 2016 494 525 536 527 556 614
4.75% euro 500 million bond due June 2016 445 463 477 448 503 512
5.625% US dollar 1,300 million bond due February 2017 856 909 919 904 960 1,070
5.375% sterling 600 million bond due December 2017 600 – 634 – 628 –
4.625% US dollar 500 million bond due July 2018 329 350 328 315 349 392
8.125% sterling 450 million bond due November 2018 450 450 553 535 487 483
5.45% US dollar 1,250 million bond due June 2019 823 – 857 – 849 –
4.65% euro 1,250 million bond January 2022 1,113 – 1,129 – 1,145 –
5.375% euro 500 million bond June 2022 445 463 481 433 525 534
5.625% sterling 250 million bond due December 2025 250 250 254 234 285 287
6.6324% euro 50 million bond due December 2028 45 46 64 46 54 50
5.9% sterling 450 million bond due November 2032 450 450 471 424 503 512
Long-term borrowings 26,558 29,343 27,712 29,339 28,632 31,749

 uring the year ended 31 March 2010 fair value hedge relationships relating to bonds with nominal value US$2,750 million (£1,810 million), €4,750 million (£4,125 million)
D
and AUD 265 million (£161 million) were de-designated.

Fair values are calculated using quoted market prices or discounted cash flows with a discount rate based upon forward interest rates available to the Group at the end of
reporting period date.

106 Vodafone Group Plc Annual Report 2010

 Financials

Maturity of borrowings
The maturity profile of the anticipated future cash flows including interest in relation to the Group’s non-derivative financial liabilities on an undiscounted basis which,
therefore, differs from both the carrying value and fair value, is as follows:

Redeemable Loans in fair

Bank preference Commercial Other value hedge
loans shares paper Bonds liabilities relationships Total
£m £m £m £m £m £m £m
Within one year 3,406 93 2,572 1,634 3,983 510 12,198
In one to two years 858 56 – 3,008 145 510 4,577
In two to three years 847 56 – 1,712 156 510 3,281
In three to four years 1,852 56 – 2,671 – 510 5,089
In four to five years 138 56 – 2,152 31 1,977 4,354
In more than five years 598 1,370 – 6,009 68 9,983 18,028
7,699 1,687 2,572 17,186 4,383 14,000 47,527
Effect of discount/financing rates (56) (445) (9) (3,337) (32) (3,853) (7,732)
31 March 2010 7,643 1,242 2,563 13,849 4,351 10,147 39,795

Within one year 950 127 2,670 787 1,053 5,222 10,809
In one to two years 2,361 97 – 283 3,663 1,808 8,212
In two to three years 665 59 – 2,105 25 1,443 4,297
In three to four years 525 59 – 269 314 1,589 2,756
In four to five years 1,345 59 – 1,064 252 2,118 4,838
In more than five years 342 1,517 – 7,360 71 8,928 18,218
6,188 1,918 2,670 11,868 5,378 21,108 49,130
Effect of discount/financing rates (136) (465) (11) (3,289) (209) (3,647) (7,757)
31 March 2009 6,052 1,453 2,659 8,579 5,169 17,461 41,373

The maturity profile of the Group’s financial derivatives (which include interest rate and foreign exchange swaps), using undiscounted cash flows, is as follows:

2010 2009
Payable Receivable Payable Receivable
£m £m £m £m
Within one year 13,067 13,154 9,003 9,231
In one to two years 929 938 592 668
In two to three years 1,083 974 739 609
In three to four years 1,040 932 765 603
In four to five years 868 816 743 577
In more than five years 7,607 5,912 7,062 5,129
24,594 22,726 18,904 16,817

The currency split of the Group’s foreign exchange derivatives, all of which mature in less than one year, is as follows:
2010 2009
Payable Receivable Payable Receivable
£m £m £m £m
Sterling – 8,257 – 6,039
Euro 8,650 3,177 5,595 13
US dollar 1,545 55 2,527 1,127
Japanese yen 548 21 214 20
Other 1,485 755 81 1,285
12,228 12,265 8,417 8,484

Payables and receivables are stated separately in the table above as settlement is on a gross basis. The £37 million net receivable (2009: £67 million net receivable) in relation
to foreign exchange financial instruments in the table above is split £95 million (2009: £37 million) within trade and other payables and £132 million (2009: £104 million)
within trade and other receivables.

The present value of minimum lease payments under finance lease arrangements under which the Group has leased certain of its equipment is analysed as follows:

2010 2009
£m £m
Within one year 21 10
In two to five years 47 42
In more than five years 7 18

Vodafone Group Plc Annual Report 2010 107

Notes to the consolidated financial statements continued
22. Borrowings continued Borrowing facilities
At 31 March 2010 the Group’s most significant committed borrowing facilities
Interest rate and currency of borrowings comprised two bank facilities of US$4,115 million (£2,709 million) and US$5,025
Total Floating rate Fixed rate Other million (£3,308 million) both expiring between one and three years (2009: two bank
borrowings borrowings borrowings(1) borrowings(2) facilities of US$4,115 million (£2,878 million) and US$5,025 million (£3,514 million)),
Currency £m £m £m £m a US$650 million (£428 million) bank facility which expires in more than 5 years
Sterling 3,022 3,022 – – (2009: £nil), a ¥259 billion (£1,821 million, 2009: ¥259 billion (£1,820 million)) term
Euro 14,244 9,429 4,815 – credit facility, which expires within one year, two loan facilities of €400 million (£356
US dollar 15,195 7,329 4,461 3,405 million) and €350 million (£312 million) both expiring between two and five years
Japanese yen 2,605 2,605 – – and a loan facility of €410 million (£365 million) which expires in more than five years
Other 4,729 4,105 624 – (2009: two loan facilities of €400 million (£370 million) and €350 million (£324
31 March 2010 39,795 26,490 9,900 3,405 million)). The US dollar bank facilities remained undrawn throughout the financial
year, the ¥259 billion term credit facility was fully drawn down on 21 December 2005,
Sterling 2,549 2,549 – – the €400 million and €350 million loan facilities were fully drawn on 14 February
Euro 15,126 13,605 1,521 – 2007 and 12 August 2008 respectively and the €410 million facility remains undrawn.
US dollar 17,242 10,565 3,071 3,606
Japanese yen 2,660 2,660 – – Under the terms and conditions of the US$4,115 million and US$5,025 million bank
Other 3,796 3,323 473 – facilities, lenders have the right, but not the obligation, to cancel their commitment
31 March 2009 41,373 32,702 5,065 3,606 30 days from the date of notification of a change of control of the Company and have
Notes:
outstanding advances repaid on the last day of the current interest period.
(1) The weighted average interest rate for the Group’s euro denominated fixed rate borrowings is
5.3% (2009: 5.1%). The weighted average time for which the rates are fixed is 3.4 years (2009: 6.7 The facility agreements provide for certain structural changes that do not affect the
years). The weighted average interest rate for the Group’s US dollar denominated fixed rate
borrowings is 5.5% (2009: 6.6%). The weighted average time for which the rates are fixed is 12.3
obligations of the Company to be specifically excluded from the definition of a
years (2009: 25.4 years). The weighted average interest rate for the Group’s other currency fixed change of control. This is in addition to the rights of lenders to cancel their
rate borrowings is 10.1% (2009: 10.1%). The weighted average time for which the rates are fixed commitment if the Company has committed an event of default.
is 1.5 years (2009: 2.5 years).
(2) Other borrowings of £3,405 million (2009: £3,606 million) are the liabilities arising under put
options granted over direct and indirect interests in Vodafone Essar. Substantially the same terms and conditions apply in the case of Vodafone Finance
K.K.’s ¥259 billion term credit facility although the change of control provision is
The figures shown in the tables above take into account interest rate swaps used to applicable to any guarantor of borrowings under the term credit facility. Additionally,
manage the interest rate profile of financial liabilities. Interest on floating rate the facility agreement requires Vodafone Finance K.K. to maintain a positive tangible
borrowings is generally based on national LIBOR equivalents or government bond net worth at the end of each financial year. As of 31 March 2010 the Company was
rates in the relevant currencies. the sole guarantor.

At 31 March 2010 the Group had entered into foreign exchange contracts to decrease
its sterling currency borrowings above by £8,257 million and to increase its euro, US
dollar, Japanese yen and other currency borrowings above by amounts equal to
£5,473 million, £1,490 million, £527 million and £730 million respectively.
At 31 March 2009 the Group had entered into foreign exchange contracts to decrease
its sterling and other currency borrowings above by amounts equal to £6,039 million
and £1,204 million respectively and to increase its euro, US dollar and Japanese yen
borrowings above by amounts equal to £5,582 million, £1,400 million and £194
million respectively.
Further protection from euro and US dollar interest rate movements on debt is
provided by interest rate swaps. At 31 March 2010 the Group had euro denominated
interest rate swaps for amounts equal to £6,335 million and US dollar denominated
interest rate swaps for amounts equal to £5,761 million. The average effective rate
which has been fixed is 1.21% in relation to euro denominated interest rate swaps and
0.92% in relation to US dollar denominated interest rate swaps.
The Group has entered into euro and US dollar denominated interest rate futures. The
euro denominated interest rate futures cover the period June 2010 to September
2010, September 2010 to December 2010 and December 2010 to March 2011 for
amounts equal to £7,888 million, £8,461 million and £4,067 million respectively. The
average effective rate which has been fixed is 1.27%. The US dollar denominated
interest rate futures cover the period June 2010 to September 2010, September 2010
to December 2010 and December 2010 to March 2011 for amounts equal to £3,197
million, £2,582 million and £1,119 million respectively. The average effective rate
which has been fixed is 0.86%.
At 31 March 2009 the Group had entered into euro and US dollar denominated interest
rate futures. The euro denominated futures covered the period June 2009 to September
2009, September 2009 to December 2009 and December 2009 to March 2010 for
amounts equal to £6,845 million, £6,061 million and £3,931 million respectively. The
US dollar denominated interest rate futures cover the period June 2009 to September
2009, September 2009 to December 2009 and December 2009 to March 2010 for
amounts equal to £7,003 million, £7,871 million, and £9,333 million respectively.
The terms and conditions of the €400 million loan facility are similar to those of the
US dollar bank facilities, with the addition that, should the Group’s Turkish operating
company spend less than the equivalent of US$800 million on capital expenditure,
the Group will be required to repay the drawn amount of the facility that exceeds 50%
of the capital expenditure.
The terms and conditions of the €350 million loan facility are similar to those of the
US dollar bank facilities, with the addition that, should the Group’s Italian operating
company spend less than the equivalent of €1,500 million on capital expenditure,
the Group will be required to repay the drawn amount of the facility that exceeds 18%
of the capital expenditure.
In addition to the above, certain of the Group’s subsidiaries had committed facilities
at 31 March 2010 of £5,759 million (2009: £4,725 million) in aggregate, of which
£1,647 million (2009: £1,571 million) was undrawn. Of the total committed facilities
£1,139 million (2009: £675 million) expires in less than one year, £2,880 million
(2009: £2,275 million) expires between two and five years, and £1,740 million (2009:
£1,775 million) expires in more than five years.
Redeemable preference shares
Redeemable preference shares comprise class D and E preferred shares issued by
Vodafone Americas, Inc. An annual dividend of US$51.43 per class D and E preferred
share is payable quarterly in arrears. The dividend for the year amounted to £56
million (2009: £51 million). The aggregate redemption value of the class D and E
preferred shares is US$1.65 billion. The holders of the preferred shares are entitled to
vote on the election of directors and upon each other matter coming before any
meeting of the shareholders on which the holders of ordinary shares are entitled to
vote. Holders are entitled to vote on the basis of twelve votes for each share of class
D or E preferred stock held. The maturity date of the 825,000 class D preferred shares
is 6 April 2020. The 825,000 class E preferred shares have a maturity date of 1 April
2020. The class D and E preferred shares have a redemption price of US$1,000 per
share plus all accrued and unpaid dividends.

108 Vodafone Group Plc Annual Report 2010

 Financials

23. Post employment benefits The expected return on assets assumptions are derived by considering the expected
long-term rates of return on plan investments. The overall rate of return is a weighted
Background average of the expected returns of the individual investments made in the group
At 31 March 2010 the Group operated a number of pension plans for the benefit plans. The long-term rates of return on equities and property are derived from
of its employees throughout the world which vary depending on the conditions considering current risk free rates of return with the addition of an appropriate future
and practices in the countries concerned. The Group’s pension plans are provided risk premium from an analysis of historic returns in various countries. The long-term
through both defined benefit and defined contribution arrangements. Defined rates of return on bonds and cash investments are set in line with market yields
benefit schemes provide benefits based on the employees’ length of pensionable currently available at the statement of financial position date.
service and their final pensionable salary or other criteria. Defined contribution
schemes offer employees individual funds that are converted into benefits at the Mortality assumptions used are consistent with those recommended by the
time of retirement. individual scheme actuaries and reflect the latest available tables, adjusted for the
experience of the Group where appropriate. The largest scheme in the Group is the
The Group’s principal defined benefit pension scheme in the United Kingdom, a tax UK scheme and the tables used for this scheme indicate a further life expectancy for
approved final salary scheme which was closed to new entrants from 1 January a male/female pensioner currently aged 65 of 22.3/25.4 years (2009: 22.0/24.8
2006, was closed to future accrual by current members on 31 March 2010. The assets years, 2008: 22.0/24.8 years) and a further life expectancy from age 65 for a male/
of the scheme are held in an external trustee administered fund. In addition, the female non-pensioner member currently aged 40 of 24.6/27.9 years (2009:
Group operates defined benefit schemes in Germany, Ghana, Greece, India, Ireland, 23.2/26.0 years, 2008: 23.2/26.0 years).
Italy, Turkey and the United States. Defined contribution pension schemes are
currently provided in Australia, Egypt, Greece, Hungary, Ireland, Italy, Kenya, Malta, Measurement of the Group’s defined benefit retirement obligations are particularly
the Netherlands, New Zealand, Portugal, South Africa, Spain and the United Kingdom. sensitive to changes in certain key assumptions including the discount rate. An
increase or decrease in the discount rate of 0.5% would result in a £172 million
Income statement expense decrease or a £199 million increase in the defined benefit obligation respectively.
2010 2009 2008
£m £m £m Charges made to the consolidated income statement and consolidated statement
Defined contribution schemes 110 73 63 of comprehensive income (‘SOCI’) on the basis of the assumptions stated above are:
Defined benefit schemes 50 40 28
Total amount charged to the income
2010 2009 2008
statement (note 32) 160 113 91
£m £m £m
Current service cost 29 46 53
Defined benefit schemes Interest cost 77 83 69
The principal actuarial assumptions used for estimating the Group’s benefit Expected return on pension assets (76) (92) (89)
obligations are set out below: Curtailment/settlement 20 3 (5)
Total included within staff costs 50 40 28
2010(1) 2009(1) 2008(1)
% % % Actuarial losses recognised in the SOCI 149 220 47
Weighted average actuarial Cumulative actuarial losses recognised
assumptions used at 31 March: in the SOCI 496 347 127
Rate of inflation 3.5 2.6 3.1
Rate of increase in salaries 4.6 3.7 4.3
Rate of increase in pensions in payment
and deferred pensions 3.5 2.6 3.1
Discount rate 5.7 6.3 6.1
Expected rates of return:
Equities 8.5 8.4 8.0
Bonds(2) 5.1 5.7 4.4
Other assets 2.8 3.7 1.3
Notes:
(1) Figures shown represent a weighted average assumption of the individual schemes.
(2) For the year ended 31 March 2010 the expected rate of return for bonds consisted of a 5.5% rate
of return for corporate bonds (2009: 6.1%; 2008: 4.7%) and a 4.0% rate of return for government
bonds (2009: 4.0%; 2008: 3.5%).

Vodafone Group Plc Annual Report 2010 109

Notes to the consolidated financial statements continued
23. Post employment benefits continued
Fair value of the assets and present value of the liabilities of the schemes
The amount included in the statement of financial position arising from the Group’s obligations in respect of its defined benefit schemes is as follows:

2010 2009 2008

£m £m £m
Movement in pension assets:
1 April 1,100 1,271 1,251
Exchange rate movements (10) 50 50
Expected return on pension assets 76 92 89
Actuarial gains/(losses) 286 (381) (176)
Employer cash contributions 133 98 86
Member cash contributions 12 15 13
Benefits paid (45) (45) (42)
Other movements (65) – –
31 March 1,487 1,100 1,271

Movement in pension liabilities:

1 April 1,332 1,310 1,292
Exchange rate movements (15) 69 60
Arising on acquisition – 33 –
Current service cost 29 46 53
Interest cost 77 83 69
Member cash contributions 12 15 13
Actuarial losses/(gains) 435 (161) (129)
Benefits paid (79) (45) (42)
Other movements (101) (18) (6)
31 March 1,690 1,332 1,310

An analysis of net assets/(deficits) is provided below for the Group’s principal defined benefit pension scheme in the UK and for the Group as a whole.

UK Group
2010 2009 2008 2007 2006 2010 2009 2008 2007 2006
£m £m £m £m £m £m £m £m £m £m
Analysis of net assets/(deficits):
Total fair value of scheme assets 1,131 755 934 954 835 1,487 1,100 1,271 1,251 1,123
Present value of funded scheme
liabilities (1,276) (815) (902) (901) (847) (1,625) (1,196) (1,217) (1,194) (1,128)
Net (deficit)/assets for funded
schemes (145) (60) 32 53 (12) (138) (96) 54 57 (5)
Present value of unfunded scheme
liabilities – (8) − − − (65) (136) (93) (98) (96)
Net (deficit)/assets (145) (68) 32 53 (12) (203) (232) (39) (41) (101)
Net (deficit)/assets are analysed as:
Assets – − 32 53 − 34 8 65 82 19
Liabilities (145) (68) − − (12) (237) (240) (104) (123) (120)

It is expected that contributions of £31 million will be paid into the Group’s defined benefit retirement schemes during the year ending 31 March 2011.

Actual return on pension assets

2010 2009 2008
£m £m £m
Actual return on pension assets 362 (289) (87)

Analysis of pension assets at 31 March is as follows: % % %

Equities 59.6 55.6 68.5
Bonds 37.5 41.9 17.7
Property 0.3 0.4 0.3
Other 2.6 2.1 13.5
100.0 100.0 100.0

The schemes have no direct investments in the Group’s equity securities or in property currently used by the Group.

110 Vodafone Group Plc Annual Report 2010

 Financials

History of experience adjustments

2010 2009 2008 2007 2006
£m £m £m £m £m
Experience adjustments on pension liabilities:
Amount 8 6 (5) (2) (4)
Percentage of pension liabilities − − − − −

Experience adjustments on pension assets:

Amount 286 (381) (176) 26 121
Percentage of pension assets 19% (35%) (14%) 2% 11%

24. Provisions
Asset
retirement Other
obligations provisions Total
£m £m £m
1 April 2008 208 454 662
Exchange movements 34 75 109
Amounts capitalised in the year 111 – 111
Amounts charged to the income statement – 194 194
Utilised in the year − payments (4) (106) (110)
Amounts released to the income statement – (72) (72)
Other 12 – 12
31 March 2009 361 545 906
Exchange movements (7) (6) (13)
Arising on acquisition – 20 20
Amounts capitalised in the year 40 – 40
Amounts charged to the income statement – 259 259
Utilised in the year − payments (3) (157) (160)
Amounts released to the income statement – (37) (37)
Other (21) – (21)
31 March 2010 370 624 994

Provisions have been analysed between current and non-current as follows:

2010 2009
£m £m
Current liabilities 497 373
Non-current liabilities 497 533
994 906

Asset retirement obligations

In the course of the Group’s activities, a number of sites and other assets are utilised which are expected to have costs associated with exiting and ceasing their use. The
associated cash outflows are generally expected to occur at the dates of exit of the assets to which they relate, which are long-term in nature.

Other provisions
Included within other provisions are provisions for legal and regulatory disputes and amounts provided for property and restructuring costs. The Group is involved in a
number of legal and other disputes, including notification of possible claims. The directors of the Company, after taking legal advice, have established provisions after taking
into account the facts of each case. The timing of cash outflows associated with legal claims cannot be reasonably determined. For a discussion of certain legal issues
potentially affecting the Group, refer to note 29. The associated cash outflows for restructuring costs are substantially short-term in nature. The timing of the cash flows
associated with property is dependent upon the remaining term of the associated lease.

25. Trade and other payables

2010 2009
£m £m
Included within non-current liabilities:
Other payables 76 91
Accruals and deferred income 379 322
Derivative financial instruments 361 398
816 811

Included within current liabilities:

Trade payables 3,254 3,160
Amounts owed to associates 17 18
Other taxes and social security payable 998 762
Other payables 650 1,163
Accruals and deferred income 9,064 8,258
Derivative financial instruments 99 37
14,082 13,398

Vodafone Group Plc Annual Report 2010 111

Notes to the consolidated financial statements continued
The carrying amounts of trade and other payables approximate their fair value. The fair values of the derivative financial instruments are calculated by discounting the future
cash flows to net present values using appropriate market interest and foreign currency rates prevailing at 31 March.

2010 2009
£m £m
Included within “Derivative financial instruments”:
Fair value through the income statement (held for trading):
Interest rate swaps 330 381
Foreign exchange swaps 95 37
425 418
Fair value hedges:
Interest rate swaps 35 17
460 435

26. Acquisitions
The aggregate cash consideration in respect of purchases of interests in subsidiaries and joint ventures, net of cash acquired, is as follows:

£m
Cash consideration paid:
Vodacom Group Limited 1,577
Other acquisitions completed during the year 26
Acquisitions of non-controlling interests 150
Acquisitions completed in previous years (20)
1,733
Net overdrafts acquired 44
1,777

Total goodwill acquired was £1,185 million and included £1,193 million in relation to Vodacom, £27 million in relation to other acquisitions completed during the year and a
reduction of £35 million resulting from amendments to provisional purchase price allocations on acquisitions completed in previous periods. In addition, there was a
reduction of £102 million in relation to the merger of Vodafone Hutchison Australia.

Vodacom Group Limited (‘Vodacom’)

On 20 April 2009 the Group acquired an additional 15% stake in Vodacom for cash consideration of ZAR 20.6 billion (£1.6 billion). On 18 May 2009 Vodacom became a
subsidiary following the listing of its shares on the Johannesburg Stock Exchange and concurrent termination of the shareholder agreement with Telkom SA Limited, the
seller and previous joint venture partner. During the period from 20 April 2009 to 18 May 2009 the Group continued to account for Vodacom as a joint venture, proportionately
consolidating 65% of the results of Vodacom.

The results of the acquired entity have been consolidated in the income statement from 18 May 2009. From 18 May 2009 the acquired entity contributed £90 million to the
profit attributable to equity shareholders of the Group.

The purchase price allocation is set out in the table below:

Fair value
Book value adjustments Fair value
£m £m £m
Net assets acquired:
Identifiable intangible assets(1) 271 2,931 3,202
Property, plant and equipment 1,603 – 1,603
Other investments 25 – 25
Inventory 56 – 56
Trade and other receivables 870 – 870
Cash and cash equivalents 58 – 58
Current and deferred taxation liabilities (140) (834) (974)
Short and long-term borrowings (1,312) – (1,312)
Trade and other payables (897) 8 (889)
Net identifiable assets acquired 534 2,105 2,639
Goodwill(2) 1,193
Total asset acquired 3,832
Non-controlling interests (973)
Revaluation gain (860)
Value of investment held prior to acquisition (422)
Total consideration(3) 1,577
Notes:
(1) Identifiable intangible assets of £3,202 million consist of licences and spectrum fees of £1,454 million and other intangible assets of £1,748 million.
(2) The goodwill is attributable to the expected profitability of the acquired business and the synergies expected to arise after the Group’s acquisition of Vodacom.
(3) Includes £5 million of directly attributable costs.

112 Vodafone Group Plc Annual Report 2010

 Financials

Pro-forma full year information

The following unaudited pro-forma summary presents the Group as if the additional stake in Vodacom had been acquired on 1 April 2009. The pro-forma amounts include
the results of Vodacom, amortisation of the acquired intangible assets recognised on acquisition and interest expense on the increase in net debt as a result of the
acquisition. The pro-forma amounts do not include any possible synergies from the acquisition of an additional stake in Vodacom. The pro-forma information is provided
for comparative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations
of the combined companies.
2010
£m
Revenue 44,677
Profit for the financial year 8,556
Profit attributable to equity shareholders 8,603

Pence
Basic earnings per share 16.36
Diluted earnings per share 16.28

Australia
On 9 June 2009 Vodafone Australia completed its merger with Hutchison 3G Australia to form a 50:50 joint venture. Vodafone Hutchison Australia (Pty) Limited, which, in
due course, will market its products and services solely under the Vodafone brand. The results of the combined business have been proportionately consolidated in the
Group’s results as a joint venture from the date of the merger.

Other
During the 2010 financial year the Group completed a number of smaller acquisitions for net cash consideration of £26 million paid during the year. The aggregate goodwill
and fair values of identifiable assets and liabilities of the acquired operations were £27 million, £23 million and £24 million respectively.

27. Reconciliation of net cash flow from operating activities

2010 2009 2008
£m £m £m
Profit for the financial year 8,618 3,080 6,756
Adjustments for:
Share-based payments 150 128 107
Depreciation and amortisation 7,910 6,814 5,909
Loss on disposal of property, plant and equipment 101 10 70
Share of result in associates (4,742) (4,091) (2,876)
Impairment losses, net 2,100 5,900 –
Other income and expense (114) – 28
Non-operating income and expense 10 44 (254)
Investment income (716) (795) (714)
Financing costs 1,512 2,419 2,014
Income tax expense 56 1,109 2,245
Decrease/(increase) in inventory 2 81 (78)
(Increase)/decrease in trade and other receivables (714) 80 (378)
Increase/(decrease) in trade and other payables 1,164 (145) 460
Cash generated by operations 15,337 14,634 13,289
Tax paid (2,273) (2,421) (2,815)
Net cash flow from operating activities 13,064 12,213 10,474

Vodafone Group Plc Annual Report 2010 113

Notes to the consolidated financial statements continued
28. Commitments
Operating lease commitments
The Group has entered into commercial leases on certain properties, network infrastructure, motor vehicles and items of equipment. The leases have various terms,
escalation clauses, purchase options and renewal rights, none of which are individually significant to the Group.

Future minimum lease payments under non-cancellable operating leases comprise:

2010 2009
£m £m
Within one year 1,200 1,041
In more than one year but less than two years 906 812
In more than two years but less than three years 776 639
In more than three years but less than four years 614 539
In more than four years but less than five years 512 450
In more than five years 2,235 2,135
6,243 5,616

The total of future minimum sublease payments expected to be received under non-cancellable subleases is £246 million (2009: £197 million).

Capital commitments
Company and subsidiaries Share of joint ventures Group
2010 2009 2010 2009 2010 2009
£m £m £m £m £m £m
Contracts placed for future capital expenditure not provided in the financial
statements(1) 1,800 1,706 219 401 2,019 2,107
Note:
(1) Commitment includes contracts placed for property, plant and equipment and intangible assets.

29. Contingent liabilities

2010 2009
£m £m
Performance bonds 246 157
Credit guarantees – third party indebtedness 76 61
Other guarantees and contingent liabilities 496 445

Performance bonds
Performance bonds require the Group to make payments to third parties in the event that the Group does not perform what is expected of it under the terms of any related
contracts or commercial arrangements.

Credit guarantees – third party indebtedness

Credit guarantees comprise guarantees and indemnities of bank or other facilities including those in respect of the Group’s associates and investments.

Other guarantees and contingent liabilities

Other guarantees principally comprise commitments to the Spanish tax authorities of £221 million (2009: £229 million).

The Group also enters into lease arrangements in the normal course of business which are principally in respect of land, buildings and equipment. Further details on the
minimum lease payments due under non-cancellable operating lease arrangements can be found in note 28.

The Company has covenanted to provide security in favour of the Trustee of the Vodafone Group UK Pension Scheme in respect of the funding deficit in the scheme. The
initial security takes the form of a Japanese law share pledge over 400,000 class 1 preferred shares of ¥200,000 in BB Mobile Corp. The security may be replaced either on
a voluntary or mandatory basis but while the security asset consists of the preferred shares, the percentage cover to the secured liabilities will be 100%. As and when
alternative security is provided, the Company has agreed that the security cover should include additional headroom of 33% but (i) where cash is used as the security asset
the ratio will revert to 100% of the relevant liabilities and (ii) where the proposed replacement security asset is listed on an internationally recognised stock exchange in
certain defined core jurisdictions, the Trustee may decide to agree a lower ratio than 133%.

Legal proceedings
The Company and its subsidiaries are currently, and may be from time to time, involved in a number of legal proceedings, including inquiries from or discussions with
governmental authorities, that are incidental to their operations. However, save as disclosed below, the Company and its subsidiaries are not involved currently in any legal
or arbitration proceedings (including any governmental proceedings which are pending or known to be contemplated) which may have, or have had in the 12 months
preceding the date of this report, a significant effect on the financial position or profitability of the Company and its subsidiaries. With the exception of the Vodafone 2 enquiry,
due to inherent uncertainties, no accurate quantification of any cost, or timing of such cost, which may arise from any of the legal proceedings outlined below can be made.

The Company is one of a number of co-defendants in four actions filed in 2001 and 2002 in the Superior Court of the District of Columbia in the United States alleging
personal injury, including brain cancer, from mobile phone use. We are not aware that the health risks alleged in such personal injury claims have been substantiated and
we are vigorously defending such claims. In August 2007 the trial court dismissed all four actions against the Company on the basis of the federal pre-emption doctrine. On
29 October 2009 the District of Columbia Court of Appeals ruled on the plaintiffs’ appeal of the trial court’s dismissal of all claims in the action on the basis of the federal
pre-emption doctrine. The Court of Appeals has upheld the dismissal of most claims. However the decision permits the plaintiffs to continue any claims alleging i) injuries

114 Vodafone Group Plc Annual Report 2010

 Financials

in respect of mobile phones purchased before 1 August 1996 (the date of the Federal
Communication Commission’s Specific Absorption Rate standard (‘FCC standard’));
ii) injuries in respect of mobile phones alleged not to have complied with the FCC
standard; and iii) fraud and misrepresentation in respect of the sale or marketing of
mobile phones in question. The cases have returned to the trial court to be
adjudicated in accordance with the Court of Appeals’ decision, and on 3 May 2010,
plaintiffs in the four actions filed amended complaints with the Superior Court. The
defendants are expected to answer or move to dismiss the actions in June 2010.
In October 2004, one of our subsidiaries, Vodafone 2, instigated a legal challenge to
an enquiry (‘the Vodafone 2 enquiry’) by HMRC with regard to the UK tax treatment
of its Luxembourg holding company, Vodafone Investments Luxembourg SARL (‘VIL’),
under the CFC Regime. Vodafone 2 argued that the CFC Regime was incompatible
with EU law and the Vodafone 2 enquiry ought to be closed.
In September 2006, the European Court of Justice determined in the Cadbury
Schweppes case (C-196/04) that the CFC Regime would be incompatible with EU law
unless it could be interpreted as applying only to wholly artificial arrangements
intended to escape national tax normally payable (‘wholly artificial arrangements’).
On 22 May 2009, the Court of Appeal (‘CoA’) held that the CFC Regime could be so
interpreted by reading a new exemption into the CFC Regime in respect of subsidiaries
which are ‘actually established’ in another EU Member State and carry on ‘genuine
economic activities’ there. The CoA ruled that the Vodafone 2 enquiry should be
allowed to continue on this basis. The CoA’s decision became final when, on 17
December 2009, the Supreme Court refused Vodafone 2 permission to appeal.
Vodafone Essar Limited (‘VEL’) and Vodafone International Holdings B.V. (‘VIHBV’)
each received notices in August 2007 and September 2007 respectively, from the
Indian tax authorities alleging potential liability in connection with alleged failure by
VIHBV to deduct withholding tax from consideration paid to the Hutchison
Telecommunications International Limited group (‘HTIL’) in respect of HTIL’s gain on
its disposal to VIHBV of its interests in a wholly-owned subsidiary that indirectly holds
interests in VEL. Following the receipt of such notices, VEL and VIHBV each filed writs
seeking orders that their respective notices be quashed and that the tax authorities
take no further steps under the notices. Initial hearings have been held before the
Bombay High Court and in the case of VIHBV the High Court heard the writ in June
2008. In December 2008 the High Court dismissed VIHBV’s writ. VIHBV subsequently
filed a special leave petition to the Supreme Court to appeal the High Court’s dismissal
of the writ. On 23 January 2009 the Supreme Court referred the question of the tax
authority’s jurisdiction to seek to pursue tax back to the tax authority for adjudication
on the facts with permission granted to VIHBV to appeal that decision back to the
High Court should VIHBV disagree with the tax authority’s findings. On 30 October
2009 VIHBV received a notice from the tax authority requiring VIHBV to show cause
as to why it believes that the tax authority does not have competent jurisdiction to
proceed against VIHBV for the default of non-deduction of withholding tax from
consideration paid to HTIL. VIHBV provided a response on 29 January 2010. VEL’s
case continues to be stayed pending the outcome of the VIHBV hearing. VIHBV
believes that neither it nor any other member of the Group is liable for such
withholding tax and intends to defend this position vigorously.

The Vodafone 2 enquiry and other enquiries involving similar holding companies in
Luxembourg are ongoing. The outcome of these enquiries, including whether further
legal proceedings will be required to ultimately resolve them, is uncertain at this
stage. We carried provisions of £2.2 billion (2009: £2.2 billion) in respect of the
potential UK corporation tax exposure at 31 March 2010.

On 12 November 2007 the Company became aware of the filing of a purported class
action complaint in the United States District Court for the Southern District of New
York by The City of Edinburgh Council on behalf of the Lothian Pension Fund
(‘Lothian’) against the Company and certain of the Company’s current and former
officers and directors for alleged violations of US federal securities laws. The
complaint alleged that the Company’s financial statements and certain disclosures
between 10 June 2004 and 27 February 2006 were materially false and misleading,
among other things, as a result of the Company’s alleged failure to report on a timely
basis a write‑down for the impaired value of Vodafone’s German, Italian and Japanese
subsidiaries. The complaint sought compensatory damages of an unspecified
amount and other relief on behalf of a putative class comprised of all persons who
purchased publicly traded securities, including ordinary shares and American
depositary receipts, of the Company between 10 June 2004 and 27 February 2006.
The plaintiff subsequently served the complaint and, on or about 27 March 2008, the
plaintiff filed an amended complaint asserting substantially the same claims against
the same defendants on behalf of the same putative investor class. Thereafter an
additional plaintiff, a US pension fund that purportedly purchased Vodafone ADRs on
the New York Stock Exchange, was added as an additional plaintiff by stipulated
order. We believe that the allegations are without merit and filed a motion to dismiss
the amended complaint on 6 June 2008. By judgment entered on 1 December 2008
the court dismissed the amended complaint for lack of subject matter jurisdiction.
The plaintiffs subsequently filed a motion for reconsideration of that dismissal
arguing that the court overlooked the claims of the US pension fund, as to which
there had been no subject matter jurisdiction challenge. On 9 April 2009 the court
granted that motion to the extent that it sought reopening of the action for the
purpose of adjudication of the claims asserted on behalf of the US pension fund but
denied the motion with respect to the dismissal of Lothian’s claims. On 20 May 2009,
the Court granted the Company’s motion to dismiss the claims of the US pension
fund on the grounds that the complaint failed to plead securities fraud with the
requisite specificity, but granted the plaintiff leave to file a motion to amend its
complaint. The plaintiff filed a motion for leave to amend the complaint on 26 June
2009, which the Company opposed. On 22 January 2010 the Court denied that
motion and on 30 January 2010 entered a judgment dismissing the action. The
Company has not been served with a notice of appeal within the time permitted
under the relevant civil procedure rules and now considers the case to be closed.

Vodafone Group Plc Annual Report 2010 115

Notes to the consolidated financial statements continued
30. Directors and key management compensation
Directors
Aggregate emoluments of the directors of the Company were as follows:

2010 2009 2008

£m £m £m
Salaries and fees 5 4 5
Incentive schemes 3 2 4
Benefits 1 – 1
Other(1) – 1 –
9 7 10
Note:
(1) Other amounts in 2009 include the value of the cash allowance taken by some individuals in lieu of pension contributions and payments in respect of loss of office and relocation to the US.

The aggregate gross pre-tax gain made on the exercise of share options in the year ended 31 March 2010 by directors who served during the year was £1 million (2009: £nil,
2008: £nil).

Further details of directors’ emoluments can be found in “Directors’ remuneration” on pages 57 to 67.

Key management compensation

Aggregate compensation for key management, being the directors and members of the Executive Committee, was as follows:

2010 2009 2008

£m £m £m
Short-term employee benefits 21 17 20
Post-employment benefits:
Defined benefit schemes – – 1
Defined contribution schemes 1 1 1
Share-based payments 20 14 10
42 32 32

31. Related party transactions

The Group’s related parties are its joint ventures (see note 13), associates (see note 14), pension schemes, directors and Executive Committee members. Group contributions
to pension schemes are disclosed in note 23. Compensation paid to the Company’s Board and members of the Executive Committee is disclosed in note 30.

Transactions with joint ventures and associates

Related party transactions with the Group’s joint ventures and associates primarily comprise fees for the use of products and services including network airtime and access
charges, and cash pooling arrangements.

No related party transactions have been entered into during the year which might reasonably affect any decisions made by the users of these consolidated financial
statements except as disclosed below. Transactions between the Company and its joint ventures are not material to the extent that they have not been eliminated through
proportionate consolidation or disclosed below.

2010 2009 2008

£m £m £m

Sales of goods and services to associates 281 205 165

Purchase of goods and services from associates 159 223 212
Purchase of goods and services from joint ventures 194 57 13
Net interest (receivable from)/payable to joint ventures(1) (44) (18) 27

Trade balances owed:

by associates 24 50 21
to associates 17 18 22
by joint ventures 27 10 16
to joint ventures 40 33 39
Other balances owed by joint ventures(1) 751 311 127
Note:
(1) Amounts arise primarily through Vodafone Italy, Vodafone Hutchison Australia and Indus Towers and represent amounts not eliminated on consolidation. Interest is paid in line with market rates.

Amounts owed by and owed to associates are disclosed within notes 17 and 25. Dividends received from associates are disclosed in the consolidated statement of cash flows.

116 Vodafone Group Plc Annual Report 2010

 Financials

Transactions with directors other than compensation

During the three years ended 31 March 2010, and as of 17 May 2010, neither any director nor any other executive officer, nor any associate of any director or any other
executive officer, was indebted to the Company.

During the three years ended 31 March 2010, and as of 17 May 2010, the Company has not been a party to any other material transaction, or proposed transactions, in which
any member of the key management personnel (including directors, any other executive officer, senior manager, any spouse or relative of any of the foregoing or any relative
of such spouse) had or was to have a direct or indirect material interest.

32. Employees
The average employee headcount during the year by nature of activity and by segment is shown below:

2010 2009 2008

Employees Employees Employees
By activity:
Operations 14,099 13,889 12,891
Selling and distribution 27,398 25,174 22,063
Customer care and administration 43,493 40,034 37,421
84,990 79,097 72,375

By segment:
Germany 13,507 13,788 13,631
Italy 6,207 6,247 6,669
Spain 4,326 4,354 4,057
UK 9,766 10,350 10,367
Other Europe 8,591 8,765 8,645
Europe 42,397 43,504 43,369

Vodacom 6,833 3,246 2,751

Other Africa and Central Europe 14,231 13,789 10,925
Africa and Central Europe 21,064 17,035 13,676

India 10,132 8,674 6,323

Other Asia Pacific and Middle East 7,905 6,765 6,051
Asia Pacific and Middle East 18,037 15,439 12,374

Common Functions 3,492 3,119 2,956

Total 84,990 79,097 72,375

The cost incurred in respect of these employees (including directors) was:

2010 2009 2008
£m £m £m
Wages and salaries 3,045 2,607 2,175
Social security costs 415 379 325
Share-based payments (note 20) 150 128 107
Other pension costs (note 23) 160 113 91
3,770 3,227 2,698

Vodafone Group Plc Annual Report 2010 117

Audit report on the Company financial statements
Independent auditor’s report to the members of Opinion on other matters prescribed by the
Vodafone Group Plc Companies Act 2006
In our opinion:
We have audited the parent company financial statements of Vodafone Group Plc for
the year ended 31 March 2010 which comprise the balance sheet and the related
■■ the part of the directors’ remuneration report to be audited has been properly
notes 1 to 11. The financial reporting framework that has been applied in their
prepared in accordance with the Companies Act 2006; and
preparation is applicable law and United Kingdom Accounting Standards (United
■■ the information given in the directors’ report for the financial year for which
Kingdom Generally Accepted Accounting Practice).
the financial statements are prepared is consistent with the parent company
financial statements.
We have reported separately on the consolidated financial statements of Vodafone
Group Plc for the year ended 31 March 2010.
Matters on which we are required to report by exception
This report is made solely to the Company’s members, as a body, in accordance with We have nothing to report in respect of the following matters where the Companies
Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken Act 2006 requires us to report to you if, in our opinion:
so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent ■■ adequate accounting records have not been kept by the parent company, or
permitted by law, we do not accept or assume responsibility to anyone other than returns adequate for our audit have not been received from branches not visited
the Company and the Company’s members as a body, for our audit work, for this by us; or
report, or for the opinions we have formed. ■■ t he parent company financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with the accounting
records and returns; or
Respective responsibilities of directors and auditors
■■ certain disclosures of directors’ remuneration specified by law are not made; or
The directors’ responsibilities for preparing the annual report and the parent company
■■ we have not received all the information and explanations we require for
financial statements in accordance with applicable law and United Kingdom
our audit.
Accounting Standards (United Kingdom Generally Accepted Accounting Practice)
are set out in the directors’ statement of responsibilities.

Our responsibility is to audit the parent company financial statements in accordance

with relevant legal and regulatory requirements and International Standards on
Panos Kakoullis (Senior Statutory Auditor)
Auditing (UK and Ireland). Those standards require us to comply with the Auditing
for and on behalf of Deloitte LLP
Practices Board’s (APB’s) Ethical Standards for Auditors.
Chartered Accountants and Statutory Auditors
London
Scope of the audit of the financial statements United Kingdom
An audit involves obtaining evidence about the amounts and disclosures in the 18 May 2010
financial statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or error.
This includes an assessment of: whether the accounting policies are appropriate to
the parent company’s circumstances and have been consistently applied and
adequately disclosed; the reasonableness of significant accounting estimates made
by the directors; and the overall presentation of the financial statements.

Opinion on financial statements

In our opinion the parent company financial statements:

■■ give a true and fair view of the state of the parent company’s affairs as at
31 March 2010;
■■ have been properly prepared in accordance with United Kingdom Accounting
Standards (United Kingdom Generally Accepted Accounting Practice); and
■■ have been prepared in accordance with the requirements of the Companies
Act 2006.

118 Vodafone Group Plc Annual Report 2010

 Financials

Company financial statements of Vodafone Group Plc

at 31 March
2010 2009
Note £m £m
Fixed assets
Shares in Group undertakings 3 65,085 64,937
Current assets
Debtors: amounts falling due after more than one year 4 1,914 2,352
Debtors: amounts falling due within one year 4 116,905 126,334
Other investments 5 388 –
Cash at bank and in hand 24 111
119,231 128,797
Creditors: amounts falling due within one year 6 (78,185) (92,339)
Net current assets 41,046 36,458
Total assets less current liabilities 106,131 101,395
Creditors: amounts falling due after more than one year 6 (23,840) (21,970)
82,291 79,425

Capital and reserves

Called up share capital 7 4,153 4,153
Share premium account 9 43,011 43,008
Capital redemption reserve 9 10,101 10,101
Capital reserve 9 88 88
Other reserves 9 988 957
Own shares held 9 (7,827) (8,053)
Profit and loss account 9 31,777 29,171
Equity shareholders’ funds 82,291 79,425

The Company financial statements were approved by the Board of directors on 18 May 2010 and were signed on its behalf by:

Vittorio Colao Andy Halford

Chief Executive Chief Financial Officer

The accompanying notes are an integral part of these financial statements.

Vodafone Group Plc Annual Report 2010 119

Notes to the Company financial statements
1. Basis of preparation
The separate financial statements of the Company are drawn up in accordance with
the Companies Act 2006 and UK GAAP.
The preparation of Company financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the Company financial statements
and the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only
that period or in the period of the revision and future periods if the revision affects
both current and future periods.
As permitted by section 408(3) of the Companies Act 2006, the profit and loss
account of the Company is not presented in this annual report. These separate
financial statements are not intended to give a true and fair view of the profit or loss
or cash flows of the Company. The Company has not published its individual cash
flow statement as its liquidity, solvency and financial adaptability are dependent on
the Group rather than its own cash flows.
The Company has taken advantage of the exemption contained in FRS 8 “Related
Party Disclosures” and has not reported transactions with fellow Group undertakings.
The Company has taken advantage of the exemption contained in FRS 29 “Financial
Instruments: Disclosures” and has not produced any disclosures required by that
standard, as disclosures that comply with FRS 29 are available in the Vodafone Group
Plc annual report for the year ended 31 March 2010.
2. Significant accounting policies
The Company’s significant accounting policies are described below.
Accounting convention
The Company financial statements are prepared under the historical cost convention
and in accordance with applicable accounting standards of the UK Accounting
Standards Board and pronouncements of the Urgent Issues Task Force.
Investments
Shares in Group undertakings are stated at cost less any provision for impairment.
The Company assesses investments for impairment whenever events or changes in
circumstances indicate that the carrying value of an investment may not be
recoverable. If any such indication of impairment exists, the Company makes an
estimate of the recoverable amount. If the recoverable amount of the cash-
generating unit is less than the value of the investment, the investment is considered
to be impaired and is written down to its recoverable amount. An impairment loss is
recognised immediately in the profit and loss account.
For available-for-sale investments, gains and losses arising from changes in fair value
are recognised directly in equity, until the investment is disposed of or is determined
to be impaired, at which time the cumulative gain or loss previously recognised in
equity, determined using the weighted average cost method, is included in the net
profit or loss for the period.
Foreign currencies
Transactions in foreign currencies are initially recorded at the rates of exchange
prevailing on the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies are retranslated into the Company’s functional
currency at the rates prevailing on the balance sheet date. Non-monetary items
carried at fair value that are denominated in foreign currencies are retranslated at the
rates prevailing on the initial transaction dates. Non-monetary items measured in
terms of historical cost in a foreign currency are not retranslated.
120 Vodafone Group Plc Annual Report 2010
Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in the profit and loss account for the
period. Exchange differences arising on the retranslation of non-monetary items
carried at fair value are included in the profit and loss account for the period.
Borrowing costs
All borrowing costs are recognised in the profit and loss account in the period in
which they are incurred.
Taxation
Current tax, including UK corporation tax and foreign tax, is provided at amounts
expected to be paid (or recovered) using the tax rates and laws that have been
enacted or substantively enacted by the balance sheet date.
Deferred tax is provided in full on timing differences that exist at the balance sheet
date and that result in an obligation to pay more tax, or a right to pay less tax in the
future. The deferred tax is measured at the rate expected to apply in the periods in
which the timing differences are expected to reverse, based on the tax rates and laws
that are enacted or substantively enacted at the balance sheet date. Timing
differences arise from the inclusion of items of income and expenditure in taxation
computations in periods different from those in which they are included in the
Company financial statements. Deferred tax assets are recognised to the extent that
it is regarded as more likely than not that they will be recovered. Deferred tax assets
and liabilities are not discounted.
Financial instruments
Financial assets and financial liabilities, in respect of financial instruments, are
recognised on the company balance sheet when the Company becomes a party to
the contractual provisions of the instrument.
Financial liabilities and equity instruments
Financial liabilities and equity instruments issued by the Company are classified
according to the substance of the contractual arrangements entered into and the
definitions of a financial liability and an equity instrument. An equity instrument is
any contract that evidences a residual interest in the assets of the Company after
deducting all of its liabilities and includes no obligation to deliver cash or other
financial assets. The accounting policies adopted for specific financial liabilities and
equity instruments are set out below.
Capital market and bank borrowings
Interest bearing loans and overdrafts are initially measured at fair value (which is
equal to cost at inception) and are subsequently measured at amortised cost using
the effective interest rate method, except where they are identified as a hedged item
in a fair value hedge. Any difference between the proceeds net of transaction
costs and the settlement or redemption of borrowings is recognised over the term of
the borrowing.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received,
net of direct issuance costs.
Derivative financial instruments and hedge accounting
The Company’s activities expose it to the financial risks of changes in foreign
exchange rates and interest rates.
The use of financial derivatives is governed by the Group’s policies approved by the
Board of directors, which provide written principles on the use of financial derivatives
consistent with the Group’s risk management strategy.
Derivative financial instruments are initially measured at fair value on the contract
date and are subsequently remeasured to fair value at each reporting date. The
Company designates certain derivatives as hedges of the change of fair value of
recognised assets and liabilities (‘fair value hedges’). Hedge accounting is
discontinued when the hedging instrument expires or is sold, terminated or exercised,
no longer qualifies for hedge accounting or the Company chooses to end the
hedging relationship.
 Financials

Fair value hedges

The Company’s policy is to use derivative instruments (primarily interest rate swaps) to convert a proportion of its fixed rate debt to floating rates in order to hedge the interest
rate risk arising, principally, from capital market borrowings.

The Company designates these as fair value hedges of interest rate risk with changes in fair value of the hedging instrument recognised in the profit and loss account for the
period together with the changes in the fair value of the hedged item due to the hedged risk, to the extent the hedge is effective. The ineffective portion is recognised
immediately in the profit and loss account.

Share-based payments
The Group operates a number of equity settled share-based compensation plans for the employees of subsidiaries using the Company’s equity instruments. The fair value
of the compensation given in respect of these share-based compensation plans is recognised as a capital contribution to the Company’s subsidiaries over the vesting period.
The capital contribution is reduced by any payments received from subsidiaries in respect of these share-based payments.

Dividends paid and received

Dividends paid and received are included in the Company financial statements in the period in which the related dividends are actually paid or received or, in respect of the
Company’s final dividend for the year, approved by shareholders.

Pensions
The Company is the sponsoring employer of the Vodafone Group pension scheme, a defined benefit pension scheme. The Company is unable to identify its share of the
underlying assets and liabilities of the Vodafone Group pension scheme on a consistent and reasonable basis. Therefore, the Company has applied the guidance within FRS
17 to account for defined benefit schemes as if they were defined contribution schemes and recognise only the contribution payable each year. The Company had no
contributions payable for the years ended 31 March 2010 and 31 March 2009.

3. Fixed assets
Shares in Group undertakings
£m
Cost:
1 April 2009 70,208
Additions 489
Capital contributions arising from share-based payments 150
Contributions received in relation to share-based payments (119)
Disposals (12)
31 March 2010 70,716

Amounts provided for:

1 April 2009 5,271
Amounts provided for during the year 360
31 March 2010 5,631

Net book value:

31 March 2009 64,937
31 March 2010 65,085

At 31 March 2010 the Company had the following principal subsidiaries:

Country of Percentage
Name Principal activity incorporation shareholding
Vodafone European Investments Holding company England 100
Vodafone Group Services Limited Global products and services provider England 100

4. Debtors
2010 2009
£m £m
Amounts falling due within one year:
Amounts owed by subsidiaries 116,521 126,010
Taxation recoverable 200 44
Other debtors 184 280
116,905 126,334

Amounts falling due after more than one year:

Deferred taxation 12 18
Other debtors 1,902 2,334
1,914 2,352

Vodafone Group Plc Annual Report 2010 121

Notes to the Company financial statements continued
5. Other investments
2010 2009
£m £m
Investments 388 –

The short-term investments are classified as available-for-sale and consist of index linked government bonds which are held on an effective floating rate basis.

6. Creditors
2010 2009
£m £m
Amounts falling due within one year:
Bank loans and other loans 4,360 7,717
Amounts owed to subsidiaries 73,663 84,394
Taxation payable 31 –
Other creditors 111 174
Accruals and deferred income 20 54
78,185 92,339

Amounts falling due after more than one year:

Other loans 23,488 21,707
Other creditors 352 263
23,840 21,970

Included in amounts falling due after more than one year are other loans of £12,468 million, which are due in more than five years from 1 April 2010 and are payable otherwise
than by instalments. Interest payable on these loans ranges from 2.15% to 8.125%.

7. Share capital
2010 2009
Number £m Number £m
Authorised:(1)
Ordinary shares of 113/7 US cents each 68,250,000,000 4,875 68,250,000,000 4,875
B shares of 15 pence each 38,563,935,574 5,784 38,563,935,574 5,784
Deferred shares of 15 pence each 28,036,064,426 4,206 28,036,064,426 4,206

Ordinary shares allotted, issued and fully paid:(2)

1 April 57,806,283,716 4,153 58,255,055,725 4,182
Allotted during the year 2,963,016 – 51,227,991 3
Cancelled during the year – – (500,000,000) (32)
31 March 57,809,246,732 4,153 57,806,283,716 4,153

B shares allotted, issued and fully paid:(3)

1 April – – 87,429,138 13
Redeemed during the year – – (87,429,138) (13)
31 March – – – –
Notes:
(1) 50,000 (2009: 50,000) 7% cumulative fixed rate shares of £1 each were authorised, allotted, issued and fully paid by the Company.
(2) At 31 March 2010 the Company held 5,146,112,159 (2009: 5,322,411,101) treasury shares with a nominal value of £370 million (2009: £382 million). The number of shares held by the Group as treasury
shares, at 31 March 2010, has been adjusted down by 27 million which represents a number of shares that the Company previously reported as being purchased on the 10 September 2008, via Lehman
Brothers International (Europe) (‘LBIE’), and held in treasury. As a result of LBIE being placed in administration on the 15 September 2008 the shares were not settled to the Company’s designated
treasury account and are believed to be held in a proprietary account with the Administrator. The Company has treated the transaction to buy back the shares as failed.
(3) On 31 July 2006 Vodafone Group Plc undertook a return of capital to shareholders via a B share scheme and associated share consolidation. A total of 66,271,035,240 B shares were issued on that day,
and 66,271,035,240 existing ordinary shares of 10 US cents each were consolidated into 57,987,155,835 new ordinary shares of 113/7 US cents each. B shareholders were given the alternatives of initial
redemption or future redemption at 15 pence per share or the payment of an initial dividend of 15 pence per share. The initial redemption took place on 4 August 2006 with future redemption dates
on 5 February and 5 August each year until 5 August 2008 when the Company redeemed all B shares still in issue at their nominal value of 15 pence.

Allotted during the year

Nominal Net
value proceeds
Number £m £m
UK share awards and option scheme awards 1,612,486 – 1
US share awards and option scheme awards 1,350,530 – 2
Total for share awards and option scheme awards 2,963,016 – 3

122 Vodafone Group Plc Annual Report 2010

 Financials

8. Share-based payments
The Company currently uses a number of equity settled share plans to grant options and shares to the directors and employees of its subsidiaries, as listed below.

Share option plans

■■ Vodafone Group savings related and sharesave plans
■■ Vodafone Group executive plans
■■ Vodafone Group 1999 Long-Term Stock Incentive Plan and ADSs
■■ Other share option plans

Share plans
■■ Share Incentive Plan
■■ Other share plans

At 31 March 2010 the Company had 266 million ordinary share options outstanding (2009: 333 million) and 1 million ADS options outstanding (2009: 1 million).

The Company has made a capital contribution to its subsidiaries in relation to share-based payments. At 31 March 2010 the cumulative capital contribution net of payments
received from subsidiaries was £359 million (31 March 2009: £328 million, 1 April 2008: £313 million). During the year ended 31 March 2010 the capital contribution arising
from share-based payments was £150 million (2009: £128 million), with payments of £119 million (2009: £113 million) received from subsidiaries.

Full details of share-based payments, share option schemes and share plans are disclosed in note 20 to the consolidated financial statements.

9. Reserves and reconciliation of movements in equity shareholders’ funds

Share Capital Own Profit Total equity
Share premium redemption Capital Other shares and loss shareholders’
Capital account reserve reserve reserves held account funds
£m £m £m £m £m £m £m £m
1 April 2009 4,153 43,008 10,101 88 957 (8,053) 29,171 79,425
Allotment of shares – 3 – – – – – 3
Own shares released on vesting of share awards – – – – – 189 – 189
Profit for the financial year – – – – – – 6,693 6,693
Dividends – – – – – – (4,131) (4,131)
Capital contribution given relating to share-based payments – – – – 150 – – 150
Contribution received relating to share-based payments – – – – (119) – – (119)
Other movements – – – – – 37 44 81
31 March 2010 4,153 43,011 10,101 88 988 (7,827) 31,777 82,291

The profit for the financial year dealt with in the accounts of the Company is £6,693 million (2009: £5,853 million). Under English law, the amount available for distribution
to shareholders is based upon the profit and loss reserve of the Company and is reduced by the amount of own shares held and is limited by statutory or other restrictions.

The auditor’s remuneration for the current year in respect of audit and audit related services was £0.9 million (2009: £1.3 million) and for non-audit services was £0.5 million
(2009: £0.2 million).

The directors are remunerated by the Company for their services to the Group as a whole. No remuneration was paid to them specifically in respect of their services to
Vodafone Group Plc for either year. Full details of the directors’ remuneration are disclosed in “Directors’ remuneration” on pages 57 to 67.

There were no employees other than directors of the Company throughout the current or the preceding year.

10. Equity dividends

2010 2009
£m £m
Declared during the financial year:
Final dividend for the year ended 31 March 2009: 5.20 pence per share (2008: 5.02 pence per share) 2,731 2,667
Interim dividend for the year ended 31 March 2010: 2.66 pence per share (2009: 2.57 pence per share) 1,400 1,350
4,131 4,017
Proposed after the balance sheet date and not recognised as a liability:
Final dividend for the year ended 31 March 2010: 5.65 pence per share (2009: 5.20 pence per share) 2,976 2,731

Vodafone Group Plc Annual Report 2010 123

Notes to the Company financial statements continued
11. Contingent liabilities
2010 2009
£m £m
Performance bonds 5 35
Credit guarantees – third party indebtedness 5,112 5,317
Other guarantees and contingent liabilities 224 231

Performance bonds
Performance bonds require the Company to make payments to third parties in the event that the Company or its subsidiaries do not perform what is expected of them under
the terms of any related contracts.

Credit guarantees – third party indebtedness

Credit guarantees comprise guarantees and indemnities of bank or other facilities.

A subsidiary of the Company has granted put options exercisable between 8 May 2010 and 8 May 2011 to members of the Essar group of companies that, if exercised, would
allow the Essar group to sell its 33% shareholding in Vodafone Essar to the Group for US$5 billion or to sell up to US$5 billion worth of Vodafone Essar shares to the Group
at an independently appraised fair market value. The Company has guaranteed payment of up to US$5 billion related to these options.

At 31 March 2010 the Company had also guaranteed debt of Vodafone Finance K.K. amounting to £1,821 million (2009: £1,820 million). This facility expires in March 2011.

Other guarantees and contingent liabilities

Other guarantees principally comprise of a guarantee relating to a commitment to the Spanish tax authorities of £221 million (2009: £229 million).

As discussed in note 29 to the consolidated financial statements the Company has covenanted to provide security in favour of the Trustee of the Vodafone Group UK Pension
Scheme in respect of the funding deficit in the scheme.

Legal proceedings
Details regarding certain legal actions which involve the Company are set out in note 29 to the consolidated financial statements.

124 Vodafone Group Plc Annual Report 2010

 Additional information

Shareholder information
Financial calendar for the 2011 financial year ■■ resident outside the UK and eurozone automatically receive dividends in pounds
sterling by lodging UK bank account details but may elect to receive dividends in
Interim management statement 23 July 2010 local currency into their bank account directly via our registrars’ global payments
Half-year financial results announcement 9 November 2010 service. Visit www.investorcentre.co.uk for details and terms and conditions.

Further details will be published at www.vodafone.com/investor as they become For dividend payments in euros, the sterling/euro exchange rate will be determined
available. Results announcements are available online at www.vodafone.com/investor by us shortly before the payment date in accordance with the Company’s articles
– we do not publish them in the press. of association.

Dividends We will pay the ADS depositary, BNY Mellon, its dividend in US dollars. The sterling/
Full details on the dividend amount per share can be found on page 40. Set out below is US dollar exchange rate for this purpose will be determined by us up to ten New York
information relevant to the final dividend for the year ended 31 March 2010. and London business days prior to the payment date. Cash dividends to ADS holders
will be paid by the ADS depositary in US dollars.
Ex-dividend date 2 June 2010
Record date 4 June 2010 Further information about the dividend payments can be found at www.vodafone.
Dividend reinvestment plan last election date 16 July 2010 com/dividends or, alternatively, please contact our registrars or the ADS depositary,
Dividend payment date(1) 6 August 2010 as applicable, for further details.
Note:
(1) Payment date for both ordinary shares and american depositary shares (‘ADSs’).
Dividend reinvestment
We offer a dividend reinvestment plan which allows holders of ordinary shares, who
Dividend payment methods choose to participate, to use their cash dividends to acquire additional shares in the
Currently holders of ordinary shares and ADSs can: Company. These are purchased on their behalf by the plan administrator through a
low cost dealing arrangement.
■■ have cash dividends paid direct to a bank or building society account; or
■■ elect to use the cash dividends to purchase more Vodafone ordinary shares under For ADS holders BNY Mellon maintains a Global BuyDIRECT Plan which is a direct
the dividend reinvestment plan (see below) or, in the case of ADSs, have the purchase and sale plan for depositary receipts with a dividend reinvestment facility.
dividends reinvested to purchase additional Vodafone ADSs.
Telephone share dealing
ADS holders can, in addition to the above, have their cash dividends paid in the form A telephone share dealing service operated by our registrars is available for holders of
of a cheque. ordinary shares. The service is available from 8.00 am to 4.30 pm, Monday to Friday,
excluding bank holidays, on telephone number +44 (0)870 703 0084. Detailed terms and
Holders of ordinary shares: conditions are available on request by calling the above number.

■■ resident in the UK automatically receive their dividends in pounds sterling

provided that UK bank details have been provided to the Company;
■■ resident in the eurozone (defined for this purpose as a country that has adopted
the euro as its national currency) automatically receive their dividends in euros
provided that euro bank details have been provided to the Company; or

Registrars and transfer office

If private shareholders have any enquiries about their holding of ordinary shares, such as a change of address, change of ownership or dividend payments, they should
contact our registrars at the address or telephone number below. Computershare Investor Services PLC maintain the Company’s share register and holders of ordinary
shares can visit the registrars’ investor centre at www.investorcentre.co.uk to view and update details of their shareholding.

ADS holders should address any queries or instructions regarding their holdings to the depositary bank for the Company’s ADR programme at the address or telephone
number below. At www.bnymellon.com/shareowner ADS holders can view their account information, make changes and conduct many other transactions.

The Registrar Holders of ordinary shares resident in Ireland:

Computershare Investor Services PLC Computershare Investor Services (Ireland) Limited
The Pavilions PO Box 9742
Bridgwater Road, Bristol BS99 6ZZ, England Dublin 18, Ireland
Telephone: +44 (0)870 702 0198 Telephone: 0818 300 999
www.investorcentre.co.uk/contactus www.investorcentre.co.uk/contactus

ADS depositary
BNY Mellon
BNY Mellon Shareowner Services
PO Box 358516
Pittsburgh, PA 15252-8516, USA
Telephone: +1 800 233 5601 (toll free) or, for calls outside the USA,
+1 201 680 6837 (not toll free) and enter company number 2160
Email: shrrelations@bnymellon.com

Vodafone Group Plc Annual Report 2010 125

Shareholder information continued
Internet share dealing Share price history
An internet share dealing service is available for holders of ordinary shares who want Upon flotation of the Company on 11 October 1988 the ordinary shares were valued
either to buy or sell ordinary shares. Further information about this service can at 170 pence each. When the Company was finally demerged on 16 September 1991
be  obtained from our registrars on +44 (0)870 702 0198 or by logging onto the base cost of Racal Electronics Plc shares for UK taxpayers was apportioned
www.computershare.com/dealing/uk. between the Company and Racal Electronics Plc for Capital Gains Tax purposes in the
ratio of 80.036% and 19.964% respectively. Opening share prices on 16 September
Online shareholder services 1991 were 332 pence for each Vodafone share and 223 pence for each Racal share.
We provide a number of shareholder services online at www.vodafone.com/investor
where shareholders may: On 21 July 1994 the Company effected a bonus issue of two new shares for every one
then held and on 30 September 1999 it effected a bonus issue of four new shares for
■■ register to receive electronic shareholder communications. Benefits to every one held at that date. The flotation and demerger share prices therefore may
shareholders include faster receipt of communications, such as annual be restated as 11.333 pence and 22.133 pence respectively.
reports, with cost and time savings for the Company. Electronic shareholder
communications are also more environmentally friendly; On 31 July 2006 the Group returned approximately £9 billion to shareholders in the
■■ update registered address or dividend bank mandate instructions; form of a B share arrangement. As part of this arrangement, and in order to facilitate
■■ view a live webcast of the AGM of the Company on 27 July 2010. A recording will historical share price comparisons, the Group’s share capital was consolidated on
be available to view after that date; the basis of seven new ordinary shares for every eight ordinary shares held at this
■■ view and/or download the 2010 annual report; date. Share prices in the five year data table below have not been restated to reflect
■■ check the current share price; this consolidation.
■■ calculate dividend payments; and
■■ use interactive tools to calculate the value of shareholdings, look up the historic The closing share price at 31 March 2010 was 152.0 pence (31 March 2009: 122.8
price on a particular date and chart Vodafone ordinary share price changes pence). The closing share price on 17 May 2010 was 136.4 pence.
against indices.
The following tables set out, for the periods indicated, i) the reported high and low
Shareholders and other interested parties can also receive company press releases, middle market quotations of ordinary shares on the London Stock Exchange, and ii)
including London Stock Exchange announcements, by registering for Vodafone the reported high and low sales prices of ADSs on the New York Stock Exchange
news via the website at www.vodafone.com/media. Registering for Vodafone news (‘NYSE’)/NASDAQ. The Company transferred its ADSs from the NYSE to NASDAQ on
will enable users to: 29 October 2009.

London Stock
■■ access the latest news from their mobile; and
Exchange
■■ have news automatically e-mailed to them. Pounds per NYSE/NASDAQ(1)
ordinary share Dollars per ADS
Year ended 31 March High Low High Low
Annual general meeting
2006 1.55 1.09 28.04 19.32
The twenty-sixth AGM of the Company will be held at The Queen Elizabeth II
2007 1.54 1.08 29.85 20.07
Conference Centre, Broad Sanctuary, Westminster, London SW1 on 27 July 2010 at
2008 1.98 1.36 40.87 26.88
11.00 a.m.
2009 1.70 0.96 32.87 15.30
2010 1.54 1.11 24.04 17.68
A combined review of the year and notice of AGM, including details of the business
to be conducted at the AGM, will be circulated to shareholders or can be viewed on
London Stock
our website at www.vodafone.com/agm. Shareholders who have registered to
Exchange
receive communications electronically will receive an email notification when the Pounds per NYSE/NASDAQ(1)
document is available to view on the website. ordinary share Dollars per ADS
Quarter High Low High Low
The AGM will be transmitted via a live webcast or can be viewed on the website at 2008/2009
www.vodafone.com/agm on the day of the meeting and a recording will be available First quarter 1.70 1.40 32.87 27.72
to view after that date. Second quarter 1.58 1.18 31.21 21.01
Third quarter 1.41 0.96 23.06 15.30
Fourth quarter 1.48 1.13 21.88 15.46
ShareGift
We support ShareGift, the charity share donation scheme (registered charity number 2009/2010
1052686). Through ShareGift shareholders who have only a very small number of First quarter 1.33 1.11 20.08 17.68
shares, which might be considered uneconomic to sell, are able to donate them to Second quarter 1.44 1.12 23.85 18.25
charity. Donated shares are aggregated and sold by ShareGift, the proceeds being Third quarter 1.45 1.32 24.04 21.10
passed on to a wide range of UK charities. Donating shares to charity gives rise neither Fourth quarter 1.54 1.32 23.32 21.32
to a gain nor a loss for UK capital gains tax purposes and UK taxpayers may also be 2010/2011
able to claim income tax relief on the value of the donation. First quarter(2) 1.53 1.32 23.79 19.41

London Stock
ShareGift transfer forms specifically for our shareholders are available from our Exchange
registrars, Computershare Investor Services PLC, and even if the share certificate has Pounds per NYSE/NASDAQ(1)
ordinary share Dollars per ADS
been lost or destroyed, the gift can be completed. The service is generally free.
Month High Low High Low
However there may be an indemnity charge for a lost or destroyed share certificate
November 2009 1.40 1.33 23.61 21.86
where the value of the shares exceeds £100. Further details about ShareGift can be
December 2009 1.45 1.38 24.04 22.21
obtained from its website at www.ShareGift.org or at 17 Carlton House Terrace,
January 2010 1.44 1.32 23.31 21.42
London SW1Y 5AH (telephone: +44 207 930 3737).
February 2010 1.44 1.34 22.51 21.39
March 2010 1.54 1.42 23.32 21.32
Asset Checker Limited April 2010 1.53 1.40 23.79 21.58
We participate in Asset Checker, the online service which provides a search facility May 2010(2) 1.48 1.32 22.61 19.41
for solicitors and probate professionals to quickly and easily trace UK shareholdings
Notes:
relating to deceased estates. For further information visit www.assetchecker.co.uk (1) The Company transferred its ADSs from the NYSE to NASDAQ on 29 October 2009.
or call 0870 707 4004. (2) Covering period up to 17 May 2010.

126 Vodafone Group Plc Annual Report 2010

 Additional information

The current authorised share capital comprises 68,250,000,000 ordinary shares of Shareholders at 31 March 2010
113/7 US cents each and 50,000 7% cumulative fixed rate shares of £1.00 each and Number of % of total
38,563,935,574 B shares of 15 pence each and 28,036,064,426 deferred shares of Number of ordinary shares held accounts issued shares
15 pence each. 1 – 1,000 435,142 0.21
1,001 – 5,000 80,280 0.31
Inflation and foreign currency translation 5,001 – 50,000 26,783 0.58
Inflation 50,001 – 100,000 1,130 0.14
Inflation has not had a significant effect on the Group’s results of operations and 100,001 – 500,000 1,066 0.43
financial condition during the three years ended 31 March 2010. More than 500,000 1,663 98.33
546,064 100.00
Foreign currency translation
The following table sets out the pounds sterling exchange rates of the other principal Geographical analysis of shareholders
currencies of the Group, being: “euros”, “€” or “eurocents”, the currency of the At 31 March 2010 approximately 48.8% of the Company’s shares were held in the UK,
European Union (‘EU’) Member states which have adopted the euro as their currency, 27.4% in North America, 16.4% in Europe (excluding the UK) and 7.4% in the rest of
and “US dollars”, “US$”, “cents” or “¢”, the currency of the United States. the world.
31 March %
Currency (=£1) 2010 2009 change Major shareholders
Average: BNY Mellon, as custodian of the Company’s ADR programme, held approximately 14%
Euro 1.13 1.20 (5.8) of the Company’s ordinary shares of 113/7 US cents each at 17 May 2010 as nominee.
US dollar 1.60 1.72 (7.0) The total number of ADRs outstanding at 17 May 2010 was 740,793,229. At this date
At 31 March: 1,313 holders of record of ordinary shares had registered addresses in the United States
Euro 1.12 1.08 3.7 and in total held approximately 0.006% of the ordinary shares of the Company. At 17
US dollar 1.52 1.43 6.3 May 2010 the following percentage interests in the ordinary share capital of the
Company, disclosable under the Disclosure and Transparency Rules, (DTR 5), have been
The following table sets out, for the periods and dates indicated, the period end, notified to the directors:
average, high and low exchanges rates for pounds sterling expressed in US dollars
Shareholder Shareholding
per £1.00.
Black Rock Inc 5.74%
Year ended 31 March 31 March Average High Low
Legal & General Group Plc 4.07%
2006 1.74 1.79 1.92 1.71
2007 1.97 1.89 1.98 1.74 The rights attaching to the ordinary shares of the Company held by these
2008 1.99 2.01 2.11 1.94 shareholders are identical in all respects to the rights attaching to all the ordinary
2009 1.43 1.72 2.00 1.37 shares of the Company. The directors are not aware, at 17 May 2010, of any other
2010 1.52 1.60 1.70 1.44 interest of 3% or more in the ordinary share capital of the Company. The Company is
not directly or indirectly owned or controlled by any foreign government or any other
Month High Low legal entity. There are no arrangements known to the Company that could result in
November 2009 1.68 1.64 a change of control of the Company.
December 2009 1.67 1.59
January 2010 1.64 1.59 Articles of association and applicable English law
February 2010 1.60 1.52 The following description summarises certain provisions of the Company’s articles
March 2010 1.54 1.48 of association and applicable English law. This summary is qualified in its entirety by
April 2010 1.55 1.52 reference to the Companies Act 2006 of England and Wales and the Company’s
articles of association. Information on where shareholders can obtain copies of the
articles of association is provided under “Documents on display” on page 129.
Markets
Ordinary shares of Vodafone Group Plc are traded on the London Stock Exchange The Company is a public limited company under the laws of England and Wales. The
and with effect from 29 October 2009 its listing of ADSs was transferred from the Company is registered in England and Wales under the name Vodafone Group Public
NYSE to NASDAQ. The Company had a total market capitalisation of approximately Limited Company with the registration number 1833679.
£71.8 billion at 17 May 2010 making it the third largest listing in The Financial Times
Stock Exchange 100 index and the 38th largest company in the world based on All of the Company’s ordinary shares are fully paid. Accordingly, no further
market capitalisation at that date. contribution of capital may be required by the Company from the holders of
such shares.
ADSs, each representing ten ordinary shares, are traded on NASDAQ under the
symbol ‘VOD’. The ADSs are evidenced by ADRs issued by BNY Mellon, as depositary, English law specifies that any alteration to the articles of association must be
under a deposit agreement, dated as of 12 October 1988, as amended and restated approved by a special resolution of the shareholders.
on 26 December 1989, 16 September 1991, 30 June 1999, 31 July 2006 and 30 July
2009 between the Company, the depositary and the holders from time to time of Articles of association
ADRs issued thereunder. Pursuant to the Companies Act 2006, a company can remove the object clauses
which become part of its articles of association and as a result the company’s objects
ADS holders are not members of the Company but may instruct BNY Mellon on the will be unrestricted.
exercise of voting rights relative to the number of ordinary shares represented by
their ADSs. See “Articles of association and applicable English law – Rights attaching A special resolution will be proposed at the 2010 AGM to i) remove the Company’s
to the Company’s shares – Voting rights” on page 128. object clause together with all other provisions of its memorandum which, by virtue
of the Companies Act 2006, are treated as forming part of the Company’s articles of
association and ii) adopt new articles of association in order to update the Company’s
existing articles of association to take account of the implementation on 3 August
2009 of the Shareholders’ Rights Regulations and the implementation of the
remaining parts of the Companies Act 2006.

Vodafone Group Plc Annual Report 2010 127

Shareholder information continued
Directors
The Company’s articles of association provide for a Board of directors, consisting
of not fewer than three directors, who shall manage the business and affairs of
the Company.
The directors are empowered to exercise all the powers of the Company subject to
any restrictions in the articles of association, the Companies Act (as defined in the
articles of association) and any special resolution.
Under the Company’s articles of association a director cannot vote in respect of any
proposal in which the director, or any person connected with the director, has a
material interest other than by virtue of the director’s interest in the Company’s
shares or other securities. However this restriction on voting does not apply to
resolutions i) giving the director or a third party any guarantee, security or indemnity
in respect of obligations or liabilities incurred at the request of or for the benefit of
the Company, ii) giving any guarantee, security or indemnity to the director or a third
party in respect of obligations of the Company for which the director has assumed
responsibility under an indemnity or guarantee, iii) relating to an offer of securities of
the Company in which the director is entitled to participate as a holder of shares or
other securities or in the underwriting of such shares or securities, iv) concerning any
other company in which the director (together with any connected person) is a
shareholder or an officer or is otherwise interested, provided that the director
(together with any connected person) is not interested in 1% or more of any class of
the Company’s equity share capital or the voting rights available to its shareholders,
v) relating to the arrangement of any employee benefit in which the director will share
equally with other employees and vi) relating to any insurance that the Company
purchases or renews for its directors or any group of people including directors.
The directors are empowered to exercise all the powers of the Company to borrow
money, subject to the limitation that the aggregate amount of all liabilities and
obligations of the Group outstanding at any time shall not exceed an amount equal
to 1.5 times the aggregate of the Group’s share capital and reserves calculated in the
manner prescribed in the articles of association unless sanctioned by an ordinary
resolution of the Company’s shareholders.
The Company can make market purchases of its own shares or agree to do so in the
future provided it is duly authorised by its members in a general meeting and subject
to and in accordance with Section 701 of the Companies Act 2006.
At each AGM all directors who were elected or last re-elected at or before the AGM
held in the third calendar year before the current year shall automatically retire. In
2005 the Company reviewed its policy regarding the retirement and re-election of
directors and, although it is not intended to amend the Company’s articles of
association in this regard, the Board has decided in the interests of good corporate
governance that all of the directors wishing to continue in office should offer
themselves for re-election annually.
No person is disqualified from being a director or is required to vacate that office by
reason of attaining a maximum age.
Directors are not required under the Company’s articles of association to hold any
shares of the Company as a qualification to act as a director, although executive
directors participating in long-term incentive plans must comply with the Company’s
share ownership guidelines. In accordance with best practice in the UK for corporate
governance, compensation awarded to executive directors is decided by a
remuneration committee consisting exclusively of non-executive directors.
In addition, as required by The Directors’ Remuneration Report Regulations, the
Board has, since 2003, prepared a report to shareholders on the directors’
remuneration which complies with the regulations (see pages 57 to 67). The report
is also subject to a shareholder vote.
Rights attaching to the Company’s shares
At 31 March 2010 the issued share capital of the Company was comprised of 50,000
7% cumulative fixed rate shares of £1.00 each and 52,663,134,573 ordinary shares
(excluding treasury shares) of 113/7 US cents each.
128 Vodafone Group Plc Annual Report 2010
Dividend rights
Holders of 7% cumulative fixed rate shares are entitled to be paid in respect of each
financial year, or other accounting period of the Company, a fixed cumulative
preferential dividend of 7% per annum on the nominal value of the fixed rate shares.
A fixed cumulative preferential dividend may only be paid out of available distributable
profits which the directors have resolved should be distributed. The fixed rate shares
do not have any other right to share in the Company’s profits.
Holders of the Company’s ordinary shares may, by ordinary resolution, declare
dividends but may not declare dividends in excess of the amount recommended by
the directors. The Board of directors may also pay interim dividends. No dividend may
be paid other than out of profits available for distribution. Dividends on ordinary
shares can be paid to shareholders in whatever currency the directors decide, using
an appropriate exchange for any currency conversions which are required.
If a dividend has not been claimed for one year after the date of the resolution passed
at a general meeting declaring that dividend or the resolution of the directors
providing for payment of that dividend, the directors may invest the dividend or use
it in some other way for the benefit of the Company until the dividend is claimed. If
the dividend remains unclaimed for 12 years after the relevant resolution either
declaring that dividend or providing for payment of that dividend, it will be forfeited
and belong to the Company.
Voting rights
The Company’s articles of association provide that voting on substantive resolutions
(i.e. any resolution which is not a procedural resolution) at a general meeting shall be
decided on a poll. On a poll, each shareholder who is entitled to vote and is present
in person or by proxy has one vote for every share held. Procedural resolutions (such
as a resolution to adjourn a General Meeting or a resolution on the choice of Chairman
of a general meeting) shall be decided on a show of hands, where each shareholder
who is present at the meeting has one vote regardless of the number of shares held,
unless a poll is demanded. In addition, the articles of association allow persons
appointed as proxies of shareholders entitled to vote at general meetings to vote on
a show of hands, as well as to vote on a poll and attend and speak at general meetings.
Under English law two shareholders present in person constitute a quorum for
purposes of a general meeting unless a company’s articles of association specify
otherwise. The Company’s articles of association do not specify otherwise, except
that the shareholders do not need to be present in person and may instead be present
by proxy to constitute a quorum.
Under English law shareholders of a public company such as the Company are not
permitted to pass resolutions by written consent.
Record holders of the Company’s ADSs are entitled to attend, speak and vote on a
poll or a show of hands at any general meeting of the Company’s shareholders by the
depositary’s appointment of them as corporate representatives with respect to the
underlying ordinary shares represented by their ADSs. Alternatively holders of ADSs
are entitled to vote by supplying their voting instructions to the depositary or its
nominee who will vote the ordinary shares underlying their ADSs in accordance with
their instructions.
Employees are able to vote any shares held under the Vodafone Group Share
Incentive Plan and ‘My ShareBank’ (a vested share account) through the respective
plan’s trustees.
Holders of the Company’s 7% cumulative fixed rate shares are only entitled to vote
on any resolution to vary or abrogate the rights attached to the fixed rate shares.
Holders have one vote for every fully paid 7% cumulative fixed rate share.
Liquidation rights
In the event of the liquidation of the Company, after payment of all liabilities and
deductions in accordance with English law, the holders of the Company’s 7%
cumulative fixed rate shares would be entitled to a sum equal to the capital paid up
on such shares, together with certain dividend payments, in priority to holders of the
Company’s ordinary shares. The holders of the fixed rate shares do not have any other
right to share in the Company’s surplus assets.

Pre-emptive rights and new issues of shares
Under Section 549 of the Companies Act 2006 directors are, with certain exceptions,
unable to allot the Company’s ordinary shares or securities convertible into the
Company’s ordinary shares without the authority of the shareholders in a general
meeting. In addition, Section 561 of the Companies Act 2006 imposes further
restrictions on the issue of equity securities (as defined in the Companies Act 2006
which include the Company’s ordinary shares and securities convertible into ordinary
shares) which are, or are to be, paid up wholly in cash and not first offered to existing
shareholders. The Company’s articles of association allow shareholders to authorise
directors for a period up to five years to allot i) relevant securities generally up to an
amount fixed by the shareholders and ii) equity securities for cash other than in
connection with a rights issue up to an amount specified by the shareholders and
free of the pre-emption restriction. In accordance with institutional investor
guidelines, the amount of relevant securities to be fixed by shareholders is normally
restricted to one third of the existing issued ordinary share capital and the amount of
equity securities to be issued for cash other than in connection with a rights issue is
restricted to 5% of the existing issued ordinary share capital.
Disclosure of interests in the Company’s shares
There are no provisions in the articles of association whereby persons acquiring,
holding or disposing of a certain percentage of the Company’s shares are required to
make disclosure of their ownership percentage although such requirements exist
under rules derived by the Disclosure and Transparency Rules (‘DTRs’).
The basic disclosure requirement upon a person acquiring or disposing of shares that
are admitted to trading on a regulated market and carrying voting rights is an
obligation to provide written notification to the Company, including certain details
as set out in DTR 5, where the percentage of the person’s voting rights which he holds
as shareholder or through his direct or indirect holding of financial instruments
(falling within DTR 5.3.1R) reaches or exceeds 3% and reaches, exceeds or falls below
each 1% threshold thereafter.
Under Section 793 of the Companies Act 2006 the Company may, by notice in
writing, require a person that the Company knows or has reasonable cause to believe
is, or was during the preceding three years, interested in the Company’s shares to
indicate whether or not that is correct and, if that person does or did hold an interest
in the Company’s shares, to provide certain information as set out in the Companies
Act 2006. DTR 3 deals with the disclosure by persons “discharging managerial
responsibility” and their connected persons of the occurrence of all transactions
conducted on their account in the shares of the Company. Part 28 of The Companies
Act 2006 sets out the statutory functions of the Panel on Takeovers & Mergers (the
‘Panel’). The Panel is responsible for issuing and administering the Code on Takeovers
& Mergers which includes disclosure requirements on all parties to a takeover with
regard to dealings in the securities of an offeror or offeree company and also on their
respective associates during the course of an offer period.
General meetings and notices
Subject to the articles of association, annual general meetings are held at such times
and place as determined by the directors of the Company. The directors may also,
when they think fit, convene other general meetings of the Company. General
meetings may also be convened on requisition as provided by the Companies
Act 2006.
An annual general meeting needs to be called by not less than twenty-one days’
notice in writing. Subject to obtaining shareholder approval on an annual basis, the
Company may call other general meetings on 14 clear days’ notice. The directors
may determine that persons entitled to receive notices of meetings are those persons
entered on the register at the close of business on a day determined by the directors
but not later than twenty-one days before the date the relevant notice is sent. The
notice may also specify the record date, which shall not be more than forty-eight
hours before the time fixed for the meeting (non-working days must be excluded,
pursuant to the Companies Act 2006).
Shareholders must provide the Company with an address or (so far as the Companies
Act 2006 allows) an electronic address or fax number in the United Kingdom in order
to be entitled to receive notices of shareholders’ meetings and other notices and
documents. In certain circumstances the Company may give notices to shareholders
by advertisement in newspapers in the United Kingdom. Holders of the Company’s
ADSs are entitled to receive notices under the terms of the Deposit Agreement
relating to the ADSs.
Additional information
Under Section 336 of the Companies Act 2006 the annual general meeting of
shareholders must be held each calendar year and within six months of the
Company’s year end.
Electronic communications
The Company may, subject to and in accordance with the Companies Act 2006,
communicate all shareholder information by electronic means, including by making
such information available on a website, with notification that such information shall
be available on the website.
Variation of rights
If at any time the Company’s share capital is divided into different classes of shares,
the rights attached to any class may be varied, subject to the provisions of the
Companies Act 2006, either with the consent in writing of the holders of three
quarters in nominal value of the shares of that class or at a separate meeting of the
holders of the shares of that class.
At every such separate meeting all of the provisions of the articles of association
relating to proceedings at a general meeting apply, except that i) the quorum is to be
the number of persons (which must be at least two) who hold or represent by proxy
not less than one third in nominal value of the issued shares of the class or, if such
quorum is not present on an adjourned meeting, one person who holds shares of the
class regardless of the number of shares he holds, ii) any person present in person or
by proxy may demand a poll, and iii) each shareholder will have one vote per share
held in that particular class in the event a poll is taken. Class rights are deemed not to
have been varied by the creation or issue of new shares ranking equally with or
subsequent to that class of shares in sharing in profits or assets of the Company or by
a redemption or repurchase of the shares by the Company.
Limitations on voting and shareholding
As far as the Company is aware there are no limitations imposed on the transfer,
holding or voting of the Company’s shares other than those limitations that would
generally apply to all of the shareholders. No shareholder has any securities carrying
special rights with regard to control of the Company.
Documents on display
The Company is subject to the information requirements of the Exchange Act
applicable to foreign private issuers. In accordance with these requirements the
Company files its annual report on Form 20-F and other related documents with the
SEC. These documents may be inspected at the SEC’s public reference rooms located
at 100 F Street, NE Washington, DC 20549. Information on the operation of the public
reference room can be obtained in the US by calling the SEC on +1-800-SEC-0330.
In addition, some of the Company’s SEC filings, including all those filed on or after 4
November 2002, are available on the SEC’s website (www.sec.gov). Shareholders can
also obtain copies of the Company’s articles of association from the Vodafone website
at www.vodafone.com/governance or from the Company’s registered office.
Debt securities
Pursuant to an Agreement of Resignation, Appointment and Acceptance, dated as of
24 July 2007, by and among the Company, BNY Mellon and Citibank N.A, BNY Mellon
became the successor trustee to Citibank N.A. under the Company’s Indenture dated
as of 10 February 2000.
Material contracts
At the date of this annual report the Group is not party to any contracts that are
considered material to the Group’s results or operations except for its US$9.1 billion
credit facilities which are discussed under “Financial position and resources” on
page 43.
Exchange controls
There are no UK government laws, decrees or regulations that restrict or affect the
export or import of capital, including but not limited to, foreign exchange controls on
remittance of dividends on the ordinary shares or on the conduct of the Group’s
operations except as otherwise set out under “Taxation” on the following page.
Vodafone Group Plc Annual Report 2010 129
Shareholder information continued
Taxation
As this is a complex area investors should consult their own tax advisor regarding the
US federal, state and local, the UK and other tax consequences of owning and
disposing of shares and ADSs in their particular circumstances.
This section describes, primarily for a US holder (as defined below), in general terms,
the principal US federal income tax and UK tax consequences of owning or disposing
of shares or ADSs in the Company held as capital assets (for US and UK tax purposes).
This section does not however cover the tax consequences for members of certain
classes of holders subject to special rules including officers of the Company,
employees and holders that, directly or indirectly, hold 10% or more of the Company’s
voting stock.
A US holder is a beneficial owner of shares or ADSs that is for US federal income
tax purposes:
■■ a citizen or resident of the United States;
■■ a US domestic corporation;
■■ an estate, the income of which is subject to US federal income tax regardless
of its source; or
■■ a trust, if a US court can exercise primary supervision over the trust’s administration
and one or more US persons are authorised to control all substantial decisions of
the trust.
If a partnership holds the shares or ADSs, the US federal income tax treatment of a
partner will generally depend on the status of the partner and the tax treatment of
the partnership. A partner in a partnership holding the shares or ADSs should consult
its tax advisor with regard to the US federal income tax treatment of an investment in
the shares or ADSs.
This section is based on the Internal Revenue Code of 1986, as amended, its legislative
history, existing and proposed regulations thereunder, published rulings and court
decisions, and on the tax laws of the United Kingdom and the Double Taxation
Convention between the United States and the United Kingdom (the ‘treaty’), all as
currently in effect. These laws are subject to change, possibly on a retroactive basis.
This section is further based in part upon the representations of the depositary and
assumes that each obligation in the deposit agreement and any related agreement
will be performed in accordance with its terms.
Based on this assumption, for purposes of the treaty and the US-UK double taxation
convention relating to estate and gift taxes (the ‘Estate Tax Convention’), and for US
federal income tax and UK tax purposes, a holder of ADRs evidencing ADSs will be
treated as the owner of the shares in the Company represented by those ADSs.
Generally exchanges of shares for ADRs and ADRs for shares will not be subject to US
federal income tax or to UK tax other than stamp duty or stamp duty reserve tax (see
the section on these taxes on the following page).
Taxation of dividends
UK taxation
Under current UK tax law no withholding tax will be deducted from the dividends we
pay. Shareholders who are within the charge to UK corporation tax will be subject to
corporation tax on the dividends we pay unless the dividends fall within an exempt
class and certain other conditions are met. It is expected that the dividends we pay
would generally be exempt.
A shareholder in the Company who is an individual resident for UK tax purposes in the
United Kingdom is entitled, in calculating their liability to UK income tax, to a tax
credit on cash dividends we pay on our shares or ADSs and the tax credit is equal to
one-ninth of the cash dividend.
US federal income taxation
Subject to the PFIC rules described below, a US holder is subject to US federal income
taxation on the gross amount of any dividend we pay out of our current or
accumulated earnings and profits (as determined for US federal income tax purposes).
Dividends paid to a non-corporate US holder in tax years beginning before 1 January
2011 that constitute qualified dividend income will be taxable to the holder at a
maximum tax rate of 15% provided that the ordinary shares or ADSs are held for more
than 60 days during the 121 day period beginning 60 days before the ex-dividend
date and the holder meets other holding period requirements. Dividends paid by us
with respect to the shares or ADSs will generally be qualified dividend income.
130 Vodafone Group Plc Annual Report 2010
A US holder is not subject to a UK withholding tax. The US holder includes in gross
income for US federal income tax purposes only the amount of the dividend actually
received from us and the receipt of a dividend does not entitle the US holder to a
foreign tax credit.
Dividends must be included in income when the US holder, in the case of shares, or
the depositary, in the case of ADSs, actually or constructively receives the dividend
and will not be eligible for the dividends-received deduction generally allowed to US
corporations in respect of dividends received from other US corporations. Dividends
will be income from sources outside the United States. For the purpose of the foreign
tax credit limitation, foreign source income is classified in one or two baskets and the
credit for foreign taxes on income in any basket is limited to US federal income tax
allocable to that income. Generally the dividends we pay will constitute foreign
source income in the passive income basket.
In the case of shares, the amount of the dividend distribution to be included in income
will be the US dollar value of the pound sterling payments made determined at the
spot pound sterling/US dollar rate on the date of the dividend distribution regardless
of whether the payment is in fact converted into US dollars. Generally any gain or loss
resulting from currency exchange fluctuations during the period from the date the
dividend payment is to be included in income to the date the payment is converted
into US dollars will be treated as ordinary income or loss. Generally the gain or loss
will be income or loss from sources within the United States for foreign tax credit
limitation purposes.
Taxation of capital gains
UK taxation
A US holder may be liable for both UK and US tax in respect of a gain on the disposal
of our shares or ADSs if the US holder is:
■■ a citizen of the United States resident or ordinarily resident for UK tax purposes in
the United Kingdom;
■■ a citizen of the United States who has been resident or ordinarily resident for UK
tax purposes in the United Kingdom, ceased to be so resident or ordinarily resident
for a period of less than five years of assessment and who disposed of the shares
or ADSs during that period (a ‘temporary non-resident’), unless the shares or ADSs
were also acquired during that period, such liability arising on that individual’s
return to the UK;
■■ a US domestic corporation resident in the United Kingdom by reason of being
centrally managed and controlled in the United Kingdom; or
■■ a citizen of the United States or a US domestic corporation that carries on a trade,
profession or vocation in the United Kingdom through a branch or agency or, in
the case of US domestic companies, through a permanent establishment and that
has used the shares or ADSs for the purposes of such trade, profession or vocation
or has used, held or acquired the shares or ADSs for the purposes of such branch
or agency or permanent establishment.
Under the treaty capital gains on dispositions of the shares or ADSs are generally
subject to tax only in the country of residence of the relevant holder as determined
under both the laws of the United Kingdom and the United States and as required by
the terms of the treaty. However individuals who are residents of either the United
Kingdom or the United States and who have been residents of the other jurisdiction
(the US or the UK, as the case may be) at any time during the six years immediately
preceding the relevant disposal of shares or ADSs may be subject to tax with respect
to capital gains arising from the dispositions of the shares or ADSs not only in the
country of which the holder is resident at the time of the disposition but also in that
other country (although, in respect of UK taxation, generally only to the extent that
such an individual comprises a temporary non-resident).
US federal income taxation
Subject to the PFIC rules described below a US holder that sells or otherwise disposes of
our shares or ADSs will recognise a capital gain or loss for US federal income tax
purposes equal to the difference between the US dollar value of the amount realised
and the holder’s tax basis, determined in US dollars, in the shares or ADSs. Generally
a capital gain of a non-corporate US holder that is recognised in tax years beginning
before 1 January 2011 is taxed at a maximum rate of 15% provided the holder has a
holding period of more than one year. The gain or loss will generally be income or loss
from sources within the United States for foreign tax credit limitation purposes. The
deductibility of losses is subject to limitations.

Additional tax considerations
UK inheritance tax
An individual who is domiciled in the United States (for the purposes of the Estate Tax
Convention) and is not a UK national will not be subject to UK inheritance tax in
respect of our shares or ADSs on the individual’s death or on a transfer of the shares
or ADSs during the individual’s lifetime, provided that any applicable US federal gift
or estate tax is paid, unless the shares or ADSs are part of the business property of a
UK permanent establishment or pertain to a UK fixed base used for the performance
of independent personal services. Where the shares or ADSs have been placed in
trust by a settlor they may be subject to UK inheritance tax unless, when the trust was
created, the settlor was domiciled in the United States and was not a UK national.
Where the shares or ADSs are subject to both UK inheritance tax and to US federal
gift or estate tax, the estate tax convention generally provides a credit against US
federal tax liabilities for UK inheritance tax paid.
UK stamp duty and stamp duty reserve tax
Stamp duty will, subject to certain exceptions, be payable on any instrument
transferring our shares to the custodian of the depositary at the rate of 1.5% on the
amount or value of the consideration if on sale or on the value of such shares if not
on sale. Stamp duty reserve tax (‘SDRT’), at the rate of 1.5% of the price or value of the
shares, could also be payable in these circumstances and on issue to such a person
but no SDRT will be payable if stamp duty equal to such SDRT liability is paid. A recent
ruling by the European Court of Justice has determined that the 1.5% SDRT charge
on issue to a clearance service is contrary to EU law. HMRC have indicated that where
new shares are first issued to a clearance service or to a depositary within the
European Union, the 1.5% SDRT charge will not be levied. However to the extent that
the clearance service or depositary is located outside the European Union, HMRC
have indicated that such charge would still apply. In accordance with the terms of the
deposit agreement, any tax or duty payable on deposits of shares by the depositary
or the custodian of the depositary will be charged to the party to whom ADSs are
delivered against such deposits.
Additional information
No stamp duty will be payable on any transfer of our ADSs provided that the ADSs
and any separate instrument of transfer are executed and retained at all times outside
the United Kingdom. A transfer of our shares in registered form will attract ad valorem
stamp duty generally at the rate of 0.5% of the purchase price of the shares. There is
no charge to ad valorem stamp duty on gifts.
SDRT is generally payable on an unconditional agreement to transfer our shares in
registered form at 0.5% of the amount or value of the consideration for the transfer,
but is repayable if, within six years of the date of the agreement, an instrument
transferring the shares is executed or, if the SDRT has not been paid, the liability to
pay the tax (but not necessarily interest and penalties) would be cancelled. However
an agreement to transfer our ADSs will not give rise to SDRT.
PFIC rules
We do not believe that our shares or ADSs will be treated as stock of a passive foreign
investment company (‘PFIC’) for US federal income tax purposes. This conclusion is
a factual determination that is made annually and thus is subject to change. If we are
treated as a PFIC, any gain realised on the sale or other disposition of the shares or
ADSs would in general not be treated as capital gain unless a US holder elects to be
taxed annually on a mark-to-market basis with respect to the shares or ADSs.
Otherwise a US holder would be treated as if he or she has realised such gain
and certain “excess distributions” rateably over the holding period for the shares
or ADSs and would be taxed at the highest tax rate in effect for each such year to
which the gain was allocated. An interest charge in respect of the tax attributable to
each such year would also apply. Dividends received from us would not be eligible
for the preferential tax rate applicable to qualified dividend income for certain
non‑corporate holders.
Vodafone Group Plc Annual Report 2010 131
History and development
The Company was incorporated under English law in 1984 as Racal Strategic Radio
Limited (registered number 1833679). After various name changes, 20% of Racal
Telecom Plc capital was offered to the public in October 1988. The Company was
fully demerged from Racal Electronics Plc and became an independent company in
September 1991, at which time it changed its name to Vodafone Group Plc.
17 August 2008 – Ghana: We acquired 70.0% of Ghana Telecommunications for
cash consideration of £486 million.
18 December 2008 – Poland: We increased our stake in Polkomtel S.A. by 4.8% to
24.4% for net cash consideration of €186 million (£171 million).

Since then we have entered into various transactions which consolidated our position
in the United Kingdom and enhanced our international presence. The most significant
of these transactions were as follows:
■■ the merger with AirTouch Communications, Inc. which completed on 30 June 1999.
The Company changed its name to Vodafone AirTouch plc in June 1999 but then
reverted to its former name, Vodafone Group Plc, on 28 July 2000;
■■ the acquisition of Mannesmann AG which completed on 12 April 2000. Through
this transaction we acquired subsidiaries in Germany and Italy and increased our
indirect holding in SFR;
■■ through a series of business transactions between 1999 and 2004 we acquired a
97.7% stake in Vodafone Japan. This was then disposed of on 27 April 2006; and
■■ on 8 May 2007 we acquired companies with interests in Vodafone Essar for
US$10.9 billion (£5.5 billion), following which we control Vodafone Essar.
9 January 2009 – Verizon Wireless: Verizon Wireless completed its acquisition of
Alltel Corp. for approximately US$5.9 billion (£3.9 billion).
20 April 2009 – South Africa: We acquired an additional 15.0% stake in Vodacom for
cash consideration of ZAR 20.6 billion (£1.6 billion). On 18 May 2009 Vodacom
became a subsidiary following the listing of its shares on the Johannesburg Stock
Exchange and concurrent termination of the shareholder agreement with Telkom SA
Limited, the seller and previous joint venture partner (see note 26 to the consolidated
financial statements).
10 May 2009 – Qatar: Vodafone Qatar completed a public offering of 40.0% of its
authorised share capital raising QAR 3.4 billion (£0.6 billion). The shares were listed
on the Qatar Exchange on 22 July 2009. Qatar launched full services on its network
on 7 July 2009.

Other transactions that have occurred since 31 March 2007 are as follows: 9 June 2009 – Australia: Vodafone Australia merged with Hutchison 3G Australia to
form a 50:50 joint venture, Vodafone Hutchison Australia Pty Limited (see note 26 to
9 May 2007 – India: A Bharti group company irrevocably agreed to purchase our the consolidated financial statements).
5.60% direct shareholding in Bharti Airtel Limited.

3 December 2007 – Italy and Spain: Acquired Tele2 Italia SpA and Tele2
Telecommunications Services SLU from Tele2 AB Group for €747 million
(£532 million).

11 December 2007 – Qatar: A consortium comprising Vodafone and The Qatar

Foundation was named as the successful applicant in the auction to become the
second mobile operator in Qatar.

19 May 2008 – Arcor: We increased our stake in Arcor for €460 million (£366 million)
and now own 100% of Arcor.

132 Vodafone Group Plc Annual Report 2010


Regulation
Our operating companies are generally subject to regulation governing
the operation of their business activities. Such regulation typically takes the form
of  industry specific law and regulation covering telecommunications services
and  general competition (antitrust) law applicable to all activities. Some
regulation  implements commitments made by governments under the Basic
Telecommunications Accord of the World Trade Organisation to facilitate market
entry and establish regulatory frameworks.
The following section describes the regulatory frameworks and the key regulatory
developments at the global and regional level and in selected countries in which we
have significant interests. Many of the regulatory developments reported in the
following section involve ongoing proceedings or consideration of potential
proceedings that have not reached a conclusion. Accordingly, we are unable to attach
a specific level of financial risk to our performance from such matters.
European Union (‘EU’)
In November 2007 the European Commission (the ‘Commission’) published
proposals to amend the EU framework. These new rules were approved by the
European Parliament and the Council of Member States (the ‘Council’) in November
2009 and became EU law following their publication in the Official Journal of the
European Union on 18 December 2009. The new rules consist of the Better
Regulation Directive and the Citizens’ Rights Directive which will need to be
transposed into national laws of the 27 EU Member States by June 2011. The new
rules include:
■■ the creation of a new European Telecoms Authority called the Body of European
Regulators for Electronic Communications (‘BEREC’) effective from 7 January 2010;
■■ changes to the licensing of spectrum, introducing a multi-year spectrum policy
programme, more flexibility, trading and market-based approaches;
■■ adjustments to the Article 7 process in which regulatory decisions are reviewed
by the Commission and BEREC;
■■ the addition of functional separation as a remedy which may be imposed by national
regulatory authorities (‘NRAs’) subject to certain conditions being fulfilled;
■■ provisions to safeguard “net neutrality” to address the concerns that the services
of some internet service providers will be blocked or otherwise discriminated
against by network operators;
■■ an obligation to complete number portability in one day on all networks in the EU
and various other measures regarding consumer protection and user rights;
■■ various measures regarding network security; and
■■ obligations for telecommunication providers to register any serious data breaches
and to inform NRAs and their customers.
The Commission’s Competition Directorate General has indicated that it is not
currently pursuing its investigation into the provision of voice over internet protocol
(‘VOIP’) and other internet services over mobile networks.
The Commission has begun to consult on future obligations to provide universal
services in the EU. Current obligations generally involve the provision of a fixed
connection allowing access to voice and simple data services. In some countries those
operators responsible for providing universal services receive compensation from a
fund to which we and others are required to make a financial contribution. Future
obligations could extend to the provision of broadband data services, whether by
mobile or fixed means.
Roaming
A revised roaming regulation (the ‘roaming regulation’) entered into force in July
2009 amending and extending the requirements on mobile operators to supply voice
roaming by means of a euro-tariff (from which customers may opt out) under which
the cost of making and receiving calls within the EU is capped. New caps for making
calls are set at 39 eurocents and 35 eurocents and new caps for the costs of receiving
calls at 15 eurocents and 11 eurocents effective July 2010 and July 2011 respectively.
The revised regulation requires roaming voice charges to be levied in per second
units although operators may establish certain initial charges for making calls.
The roaming regulations also regulate roaming text messages and data roaming
including a retail cap of 11 eurocents, a wholesale cap of 4 eurocents on roaming text
messages and an average wholesale price cap for data roaming services of €1 per
megabyte. This price cap reduces to 80 eurocents in July 2010 and to 50 eurocents
Additional information
in July 2011. In addition, the regulation sets out a number of transparency measures
to be fully implemented by July 2010. The Commission is required to publish an
interim report on developments in international roaming during 2010.
Call termination
Call termination rates are subject to regulation by the appropriate NRA in all of our
EU subsidiaries and joint ventures. The Commission adopted a recommendation in
May 2009 on the treatment of termination rates from 31 December 2012 (or later
under certain circumstances) aimed at achieving further convergence of termination
rates in Europe. The recommendation states that NRAs should set symmetric rates
for all mobile network operators using an incremental cost methodology. NRAs are
required to take utmost account of the recommendation but may depart from it in
justified circumstances.
In December 2009 the European Regulators Group, now incorporated into BEREC,
conducted a consultation on the potential adoption of zero termination rates (“bill
and keep”) for voice call termination. Responses have not yet been published.
At 31 March 2010 the termination rates effective for our subsidiaries and joint
ventures within the EU, which differs from our Europe region, ranged from 4.3
eurocents per minute (3.9 pence) to 9.0 eurocents per minute (8.0 pence), at the
relevant 31 March 2010 exchange rate.
Fixed network regulation
In June 2009 the Commission published the second draft of proposals for a
recommendation on the future regulation of fibre ‘next generation’ broadband
access networks. A final recommendation is expected to be published during 2010.
In September 2009 the Commission adopted Guidelines on the application of EC
Treaty state aid rules to the public funding of broadband networks. Virtually all
European governments have stated their intent to stimulate the provision of, partially
fund or provide, fast and superfast broadband networks. The Commission has
proposed a target of making broadband available to all households by 2013 and
being available with at least 30 Mbps by 2020, with at least 50% of households able
to subscribe to speeds of 100 Mbps or more.
Spectrum
In February 2007 the Commission published a communication on its plans to
introduce greater flexibility in the use of spectrum in selected bands, including 2G
and 3G bands, through the use of decisions agreed with the Radio Spectrum
Committee (an EU level committee comprising the Commission and member states).
In July 2009 the Council adopted the amended GSM directive allowing the use of the
900 MHz and 1800 MHz GSM bands for UMTS technology (‘refarming’) and, in
the  future, other technologies. It must be implemented by member states by
May 2010.
In November 2007 the Commission made a policy announcement on part of the UHF
band known as the 800 MHz ‘digital dividend’ spectrum (to be released following the
transition from analogue to digital TV) and urged the member states to identify new
harmonised bands of spectrum for mobile broadband services and mobile TV. In
December 2009 the Commission published a draft decision on the technical
harmonisation of the digital dividend 790-862 MHz sub-band. Final adoption is
expected in 2010. The decision does not oblige a member state to open the sub-band
for new uses other than broadcasting, but if and when a member state does so, it will
have to follow the common technical parameters.
Europe region
Germany
The current termination rates of 6.59 eurocents per minute will remain effective until
30 November 2010. Proposals for future rates are expected in October 2010.
The rates that access seekers have to pay in order to unbundle Deutsche Telekom’s
VDSL network were set by the NRA on 26 March 2010. We have appealed against
these rates.
The auction for 800 MHz (digital dividend), 1800 MHz, 2.1 GHz and 2.6 GHz spectrum
began on 12 April 2010.
On 20 May 2010 Vodafone acquired nationwide 15 year licences for 2x10 MHz of
800 MHz spectrum, 2x5 MHz of 2.1 GHz spectrum, 2x20 MHz of 2.6 GHz spectrum
and 25 MHz of 2.6 GHz unpaired spectrum for a cost of €1.43 billion (£1.23 billion).
Vodafone Group Plc Annual Report 2010 133
Regulation continued
Italy
In July 2008 the NRA reduced our termination rate to 8.85 eurocents per minute and
in July 2009 to 7.70 eurocents. The NRA foresees further reductions to 6.60 eurocents
in July 2010, 5.30 eurocents in July 2011 and 4.50 eurocents in July 2012 subject to
the findings of its cost model analysis.
Following the auction of 2.1 GHz spectrum in June 2009 we and two of the other
existing network operators (Telecom Italia and Wind) each acquired an additional
2x5MHz of spectrum at 2.1GHz. We paid €90 million for this additional spectrum. The
NRA also reorganised the 900 MHz spectrum during the 2009 calendar year and as
a result we increased our 900 MHz spectrum assignment to 12 MHz.
Spain
The NRA reduced our termination rate to 7.87 eurocents per minute in October 2008
and to 7.00 eurocents in April 2009. The NRA has adopted a glide path of termination
rate reductions from 6.13 eurocents in October 2009 to 4.00 eurocents by October
2011 (on a per second charging basis).
The National Competition Authority (‘NCA’) issued a statement of objections in the
procedure opened for an alleged anti-competitive practice in January 2007,
concerning alleged concerted practice by Vodafone and others to establish the same
call set-up charges. The NCA has decided to close the file.
After an initial decision determining the net cost and industry contributions
corresponding to universal service provision in the years 2003 to 2005, the NRA has
adopted new decisions with the same principles for years 2006 and 2007. In its
decision for 2006 it declared an amount of €75.3 million payable by the industry. We
have been held liable for between approximately 15% and 20% of the industry total
for the years 2003 to 2006 with a decision for 2007 pending.
The Spanish Government removed advertising from state television and radio
services in September 2009 but sought to replace advertising revenue through
imposition of a new tax on revenue earned by Spanish telecommunication operators.
In January 2010 the European Commission announced that it had initiated an enquiry
as to whether these provisions breach European laws on State Aid.
United Kingdom
Our regulated average termination rate from April 2008 to March 2009 was 5.75
pence per minute. From 1 April 2009 the rate declined to 4.72 pence following
appeals by BT and H3G to the competition appeals tribunal. On 1 April 2010 the rate
declined to 4.43 pence. The NRA is currently consulting upon the rates to apply
from 1 April 2011 to 31 March 2015. It currently proposes a reduction to 0.50 pence
during 2014/15.
An auction of the digital dividend spectrum in the 790-862 MHz range and 2.6 GHz
spectrum is expected during 2011.
The UK Government’s proposals to permit refarming, restructure 2G spectrum and
determine the basis upon which existing operators could participate in the 2.6 GHz
and digital dividend spectrum auctions failed to pass through Parliament before its
dissolution. As part of the conditions for clearance of the merger between Orange
UK and T-Mobile UK, the European Commission has required them to dispose of 15
MHz of spectrum in the 1800 MHz band.
Other Europe
Greece
In January 2009 the termination rate reduced from 9.91 eurocents to 7.86 eurocents
per minute. In January 2010 the rate fell to 6.24 eurocents and a further reduction to
4.95 eurocents will take place in January 2011.
Vodafone Greece and other mobile operators have encountered difficulties in
obtaining authorisations to install and maintain base stations and antennae.
Operators have proposed amendments to the relevant law and have requested that
the Government extend the deadline for obtaining such approvals. In May 2009 the
Government set a new deadline of March 2010 which has been extended further until
March 2011. Vodafone Greece is negotiating a co-location agreement to site base
stations on the premises of OTE, following a regulatory decision in February 2009
mandating co-location.
134 Vodafone Group Plc Annual Report 2010
Vodafone Greece continues to appeal findings and sanctions arising from the 2007
interception incident. A number of civil lawsuits are also pending in the Greek courts.
A new tax law passed by the Parliament in July 2009 has introduced a 12% levy on
prepaid subscriptions and changed the method of assessment thereby increasing
the levy on contract subscriptions, both of which are paid by the customer.
Mobile subscriber registration was implemented in Greece on 7 November 2009 and
all prepaid subscribers should be registered by the end of July 2010. Any remaining
anonymous prepaid accounts are to be disconnected by 31 July 2010.
Ireland
The NRA has proposed re-auctioning all licences in the 900MHz spectrum band on
expiry of their existing term in (in our case) 2011.
Netherlands
Following an appeal by one stakeholder against the NRA’s decision setting of call
termination rates, Vodafone’s termination rate reduced to 7.00 eurocents per minute
in July 2009. This is likely to be reduced in July 2010 following a cost model analysis by
the NRA which proposes reducing to 1.2 eurocents per minute by September 2012.
Auctions of 2.6 GHz spectrum concluded in April 2010. We acquired 2x10MHz of
2.6 GHz of spectrum for the reserve price of €200,000.
Portugal
The NRA has adopted a glide path of termination rate reductions from May 2010 to
take the rate from 6.50 eurocents to 3.50 eurocents per minute by April 2011.
The NRA is expected to auction 2.6 GHz spectrum in 2010.
Africa and Central Europe region
South Africa
The NRA has released draft regulations proposing adoption of a uniform mobile
termination rate and further reductions to ZAR 0.65 per minute in July 2010, ZAR
0.50 in July 2011 and ZAR 0.40 in July 2012.
In January 2009 the NRA published a notice that it was issuing converted licences to
close the licence conversion process which commenced in 2006. Vodacom’s mobile
cellular telecommunications licence was transformed into two distinct licences: an
individual electronic communications network service (‘I ECNS’) licence and an
individual electronic communications services (‘I ECS’) licence. The NRA gazetted
a  further document setting out a process through which it will determine
standard terms and conditions regulations, licence fees, spectrum fees and universal
service obligations.
In July 2009 the NRA published proposals for the future allocation of spectrum
licences including the 2.6 GHz band.
Other Africa and Central Europe
Romania
The NRA awarded us an additional 2x2.8 MHz of 1800 MHz spectrum in August 2009.
Czech Republic
The NRA awarded us an additional 2x3.8 MHz of 900 MHz spectrum in June 2009.
Hungary
Proposals to award additional 900 MHz spectrum have been delayed and are
expected in 2010.
Turkey
The Government undertook an auction of four 2.1 GHz licences in November 2008.
Each of the three existing operators obtained licences. Concession agreements
were  awarded to the successful bidders in April 2009. The fourth licence was
not awarded.
The NRA adopted rules in April 2009 which require Turkcell to ensure that on-net
tariffs do not fall below a level determined by reference to the prevailing mobile
termination rate. In May 2009 the termination rate was reduced from Kr 9.5 per
minute to Kr 6.8. A further reduction to Kr 3.2 took place in April 2010.
 Additional information

Ghana Qatar
In May 2009 the Government of Ghana initiated an Inter-Ministerial review of the We launched commercial mobile services on 7 July 2009. In April 2010 the NRA
transaction in which we acquired 70% of Ghana Telecommunications. Following this issued a fixed licence to Vodafone Qatar.
review the Government announced in October 2009 that it would not abrogate the
sale and purchase agreement with us. In November 2009 the Qatar NRA imposed a price floor on retail services offered by
us and QTel, although only QTel is designated a dominant service provider. The NRA
In December 2008 the NRA awarded Ghana Telecommunications one of five national is expected to review this regulation by July 2010.
3G licences. The licences have been issued as provisional authorisations, pending
conversion to formal licences. Licences
The table below summarises the most significant mobile licences held by our
Asia Pacific and Middle East region operating subsidiaries and our joint venture in Italy at 31 March 2010.
India
The NRA announced a new interconnect charge usage regime effective 1 April 2009 Mobile licences
under which mobile termination rates were reduced to 20 paisa per minute. Vodafone Country by region 2G licence expiry date 3G licence expiry date
Essar and a number of other operators and industry bodies have appealed this Europe
decision to the Telecom Dispute Settlement and Appellate Tribunal which held Germany December 2016 December 2020
hearings in February 2010. Italy February 2015 December 2021
Spain July 2023(1) April 2020
An auction of 2.1 GHz and 2.3 GHz 3G and broadband wireless access spectrum UK See note 2 December 2021
commenced on 9 April 2010. From 1 April 2010 spectrum fees were increased by Albania June 2016 None issued
1% to 2% of Vodafone Essar’s adjusted gross revenue. We have appealed against Greece August 2016(3) August 2021
this decision. Ireland May 2011(4) October 2022
Malta(5) September 2010 August 2020
On 11 May 2010 the NRA published recommendations on a spectrum management Netherlands March 2013 December 2016
and licensing framework. These recommendations will be reviewed by the Portugal October 2021 January 2016
Department of Telecommunications before a final decision on implementation is
made. If implemented, these recommendations would have a significant impact on Africa and Central Europe
spectrum allocations and the cost of spectrum. Vodacom: South Africa Annual(6) Annual(6)
Romania(7) December 2011 March 2020
In September 2009 the NRA made regulations for the implementation of mobile Turkey April 2023 April 2029
number portability with a deadline of 31 March 2010 for its introduction. Subsequently Czech Republic(8) January 2021 February 2025
the Department of Telecommunications has indicated that the implementation date Ghana December 2019 December 2023(9)
will be delayed. Hungary July 2014(10) December 2019(11)

On 19 May 2010 Vodafone secured 20 year licences for 2x5 MHz of 3G spectrum in
nine circles in the Indian auction for a total price of INR 11.6 billion (£1.74 billion).
These circles include Delhi, Mumbai, Kolkata and a further 3 ‘A’ circles and 3 ‘B’
circles providing a footprint covering 66% of Vodafone Essar Limited’s current
revenue base.
Other Asia Pacific and Middle East
Australia
The Australian Government has announced that it intends to underwrite the roll out
of a national broadband network, which will provide wholesale fibre access to third
parties. The Government is also undertaking a comprehensive review of the
regulatory framework, including consideration of the existing arrangements for the
regulation of services such as call termination, universal service arrangements (to
which we currently contribute) and consumer measures. Legislation that could see
the incumbent, Telstra, split its retail and wholesale businesses is expected to be put
to a Senate vote by June 2010. The Government has announced that it intends to
extend all existing GSM licences until 2028, subject to agreement of satisfactory
financial terms.
Egypt
Applicable from the 2010 financial year Vodafone Egypt is required to pay up to 0.5%
of its revenue into a universal service fund. The NRA has issued a request for
information for the provision and operation of basic telecommunications services to
unserved, low income areas in five regions as a preliminary step towards a universal
service tender. The NRA has set termination rates at 65% of each operator’s average
on-net retail revenue per minute.
New Zealand
In September 2009 the New Zealand government released its final proposal for the
ultra-fast broadband initiative, committing up to NZ$1.5 billion to deploy an open
access, dark fibre infrastructure. We are currently exploring how to participate in this
government initiative.
Asia Pacific and Middle East
India(12) November 2014 – None issued
December 2026
Egypt(13) January 2022 January 2022
New Zealand See note 13 March 2021(14)
Qatar June 2028 June 2028
Notes:
(1) Date relates to 1800 MHz spectrum licence. Spain also has a separate 900 MHz spectrum licence
which expires in February 2020.
(2) Indefinite licence with a one year notice of revocation.
(3) The licence granted in 1992 (900 MHz spectrum) will expire in September 2012. The licence
granted in 2001 (900 and 1800 MHz spectrum) will expire in August 2016.
(4) Date refers to 900 MHz licence. Ireland also has a separate 1800 MHz spectrum licence which
expires in December 2015.
(5) Malta also holds a WiMAX licence, granted in October 2005, which expires in October 2020.
(6) Vodacom’s South African spectrum licences are renewed annually. As part of the migration to
a new licensing regime the NRA has issued Vodacom a service licence and a network licence
which will permit Vodacom to offer mobile and fixed services. The service and network licences
have a 20 year duration and will expire in 2028. Vodacom also holds licences to provide 2G and/
or 3G services in the Democratic Republic of Congo, Lesotho, Mozambique and Tanzania.
(7) Romania was awarded an additional 2x28 MHz of 1800 MHz spectrum in August 2009.
(8) Czech Republic was awarded an additional 2x3.8 MHz of 900 MHz spectrum in June 2009.
(9) The NRA has issued provisional licences with the intention of converting these to full licences
once the NRA board has been reconvened.
(10) There is an option to extend this licence for seven years.
(11) There is an option to extend this licence.
(12) India is comprised of 23 service areas with a variety of expiry dates. There is an option to extend
these licences by ten years.
(13) Egypt acquired an additional 3G carrier at 2.1 GHz (2 x 5 MHz) in July 2009 for EGP 1.1. billion.
(14) New Zealand owns two 900 MHz licences which expire in November 2011 and in June 2012.
These licences are expected to be renewed until November 2031. Additionally Vodafone New
Zealand owns a 1800 MHz spectrum licence and a 2100 MHz licence which expire in March
2021. All licences can be used for 2G and 3G at our discretion.

Vodafone Group Plc Annual Report 2010 135

Non-GAAP information
In the discussion of our reported financial position, operating results and cash flows, information is presented to provide readers with additional financial information that is
regularly reviewed by management. However this additional information presented is not uniformly defined by all companies including those in the Group’s industry.
Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies. Additionally, certain information presented is derived from amounts
calculated in accordance with IFRS but is not itself an expressly permitted GAAP measure. Such non-GAAP measures should not be viewed in isolation or as an alternative
to the equivalent GAAP measure.

Adjusted EBITDA
Adjusted EBITDA is operating profit excluding share in results of associates, depreciation and amortisation, gains/losses on the disposal of fixed assets, impairment losses
and other operating income and expense. We use adjusted EBITDA, in conjunction with other GAAP and non-GAAP financial measures such as adjusted operating profit,
operating profit and net profit, to assess our operating performance. We believe that adjusted EBITDA is an operating performance measure, not a liquidity measure, as it
includes non-cash changes in working capital and is reviewed by the Chief Executive to assess internal performance in conjunction with adjusted EBITDA margin, which is
an alternative sales margin figure. We believe it is both useful and necessary to report adjusted EBITDA as a performance measure as it enhances the comparability of profit
across segments.

Because adjusted EBITDA does not take into account certain items that affect operations and performance, adjusted EBITDA has inherent limitations as a performance
measure. To compensate for these limitations, we analyse adjusted EBITDA in conjunction with other GAAP and non-GAAP operating performance measures. Adjusted
EBITDA should not be considered in isolation or as a substitute for a GAAP measure of operating performance.

A reconciliation of adjusted EBITDA to the closest equivalent GAAP measure, operating profit, is provided in note 3 to the consolidated financial statements on page 85.

Group adjusted operating profit and adjusted earnings per share

Group adjusted operating profit excludes non-operating income of associates, impairment losses and other income and expense. Adjusted earnings per share also excludes
amounts in relation to equity put rights and similar arrangements and certain foreign exchange differences, together with related tax effects. We believe that it is both useful
and necessary to report these measures for the following reasons:

■■ these measures are used for internal performance analysis;

■■ these measures are used in setting director and management remuneration; and
■■ they are useful in connection with discussion with the investment analyst community and debt rating agencies.

Reconciliations of adjusted operating profit and adjusted earnings per share to the respective closest equivalent GAAP measure, operating profit and basic earnings per
share, are provided in “Operating results” beginning on page 25.

Cash flow measures

In presenting and discussing our reported results, free cash flow and operating free cash flow are calculated and presented even though these measures are not recognised
within IFRS. We believe that it is both useful and necessary to communicate free cash flow to investors and other interested parties, for the following reasons:

■■ free cash flow allows us and external parties to evaluate our liquidity and the cash generated by our operations. Free cash flow does not include payments for licences
and spectrum included within intangible assets, items determined independently of the ongoing business, such as the level of dividends, and items which are deemed
discretionary, such as cash flows relating to acquisitions and disposals or financing activities. In addition, it does not necessarily reflect the amounts which we have an
obligation to incur. However it does reflect the cash available for such discretionary activities, to strengthen the consolidated statement of financial position or to provide
returns to shareholders in the form of dividends or share purchases;
■■ free cash flow facilitates comparability of results with other companies although our measure of free cash flow may not be directly comparable to similarly titled measures
used by other companies;
■■ these measures are used by management for planning, reporting and incentive purposes; and
■■ these measures are useful in connection with discussion with the investment analyst community and debt rating agencies.

A reconciliation of cash generated by operations, the closest equivalent GAAP measure, to operating free cash flow and free cash flow, is provided in “Financial position and
resources” on page 41.

Other
Certain of the statements within the section titled “Chief Executive’s review” on pages 6 to 9 contain forward-looking non-GAAP financial information for which at this time
there is no comparable GAAP measure and which at this time cannot be quantitatively reconciled to comparable GAAP financial information.

Certain of the statements within the section titled “Guidance” on page 37 contain forward-looking non-GAAP financial information which at this time cannot be quantitatively
reconciled to comparable GAAP financial information.

Organic growth
All amounts in this document marked with an “(*)” represent organic growth which present performance on a comparable basis, both in terms of merger and acquisition
activity and foreign exchange rates. We believe that “organic growth”, which is not intended to be a substitute for or superior to reported growth, provides useful and
necessary information to investors and other interested parties for the following reasons:

■■ it provides additional information on underlying growth of the business without the effect of certain factors unrelated to the operating performance of the business;
■■ it is used for internal performance analysis; and
■■ it facilitates comparability of underlying growth with other companies, although the term “organic” is not a defined term under IFRS and may not, therefore, be comparable
with similarly titled measures reported by other companies.

136 Vodafone Group Plc Annual Report 2010

 Additional information

Reconciliation of organic growth to reported growth is shown where used, or in the table below:

Organic M&A Foreign Reported

change activity exchange change
% pps pps %
31 March 2010
Group
Data revenue 19.3 6.9 6.8 33.0
Fixed line revenue 7.9 6.0 6.7 20.6
Service revenue (1.6) 4.9 5.6 8.9
VGE service revenue 2 1 6 9
Europe
Enterprise revenue (4.1) – 4.7 0.6
Fixed line revenue 7.7 – 6.3 14.0
Service revenue for the quarter ended 31 March 2010 (1.7) (0.1) (2.0) (3.8)
Germany – service revenue for the quarter ended 31 March 2010 (1.6) – (2.4) (4.0)
Germany – fixed line revenue 1.3 – 6.1 7.4
Spain – service revenue for the quarter ended 31 March 2010 (6.2) – (2.3) (8.5)
Netherlands – service revenue 3.0 – 6.4 9.4
Greece – service revenue (14.5) – 5.6 (8.9)
Portugal – service revenue (4.9) – 6.1 1.2
Africa and Central Europe
Service revenue for the quarter ended 31 March 2010 2.4 45.5 8.4 56.3
Vodacom – revenue 3.2 108.6 38.5 150.3
Vodacom – data revenue 32.9 155.3 57.3 245.5
Vodacom – service revenue for the quarter ended 31 March 2010 4.6 123.7 29.3 157.6
Romania – service revenue (19.9) – 5.2 (14.7)
Romania – adjusted EBITDA (26.5) – 4.7 (21.8)
Turkey – service revenue 5.3 – (1.6) 3.7
Turkey – service revenue for the quarter ended 31 March 2010 31.3 – 1.5 32.8
Asia Pacific and Middle East
Service revenue for the quarter ended 31 March 2010 5.0 (3.5) 5.1 6.6
India – service revenue for the quarter ended 31 March 2010 6.5 – 0.1 6.6
Egypt – service revenue 1.3 – 4.7 6.0
Egypt – data and fixed line revenue 64.2 – 4.4 68.6
Verizon Wireless
Service revenue 6.3 11.7 5.6 23.6
Revenue 5.0 11.8 5.5 22.3
Adjusted EBITDA 4.4 10.9 5.4 20.7
Group’s share of result of Verizon Wireless 8.0 2.5 5.6 16.1

31 March 2009
Group
Data revenue 25.9 0.7 17.1 43.7
Service revenue (0.3) 3.1 13.1 15.9
Pro-forma revenue 1 2 13 16
Pro-forma adjusted EBITDA (3) – 13 10
Europe
Service revenue for the quarter ended 31 March 2009 (3.3) 0.1 15.7 12.5
Spain – service revenue for the quarter ended 31 March 2009 (8.6) – 18.1 9.5
Other Europe – service revenue for the quarter ended 31 March 2009 (5.0) (0.3) 18.8 13.5
Africa and Central Europe
Vodacom – data revenue 59.7 – (5.0) 54.7
Asia Pacific and Middle East
Pro-forma revenue 19 3 10 32
Pro-forma adjusted EBITDA 7 1 10 18
India – pro-forma revenue 33 9 6 48
India – pro-forma adjusted EBITDA 6 9 5 20
Australia – service revenue 6.1 0.7 6.4 13.2
Australia – adjusted EBITDA (16.9) (4.3) 4.7 (16.5)
Verizon Wireless
Service revenue 10.5 5.3 23.3 39.1
Revenue 10.4 5.2 23.3 38.9
Adjusted EBITDA 13.0 4.3 23.7 41.0
Group’s share of result of Verizon Wireless 21.6 (0.7) 23.8 44.7

Vodafone Group Plc Annual Report 2010 137

Form 20-F cross reference guide
This annual report on Form 20-F for the fiscal year ended 31 March 2010 has not been approved or disapproved by the SEC nor has the SEC passed judgement upon the
adequacy or accuracy of this document. The table below sets out the location in this document of the information required by SEC Form 20-F.

Item Form 20-F caption Location in this document Page

1 Identity of directors, senior management
and advisers Not applicable –
2 Offer statistics and expected timetable Not applicable –
3 Key information
3A Selected financial data Selected financial data 142
Shareholder information – Inflation and foreign currency translation 127
3B Capitalisation and indebtedness Not applicable –
3C Reasons for the offer and use of proceeds Not applicable –
3D Risk factors Principal risk factors and uncertainties 38
4 Information on the Company
4A History and development of the company History and development 132
Contact details IBC
4B Business overview Global presence 10
Customers and distribution 12
Products and services 14
Value added services 16
Operating results 25
Telecommunications industry 4
4C Organisational structure Note 12 “Principal subsidiaries” 96
Note 13 “Investments in joint ventures” 97
Note 14 “Investments in associates” 98
Note 15 “Other investments” 98
4D Property, plant and equipment Technology and resources 18
Financial position and resources 40
Corporate responsibility 45
4A Unresolved staff comments None –
5 Operating and financial review and prospects
5A Operating results Operating results 25
Note 22 “Borrowings” 105
Shareholder information – Inflation and foreign currency translation 127
Regulation 133
5B Liquidity and capital resources Financial position and resources – Liquidity and capital resources 41
Note 21 “Capital and financial risk management” 103
Note 22 “Borrowings” 105
5C R
 esearch and development,
patents and licences, etc Technology and resources 18
5D Trend information Telecommunications industry 4
5E Off-balance sheet arrangements Financial position and resources – Off-balance sheet arrangements 44
Note 28 “Commitments” 114
Note 29 “Contingent liabilities” 114
5F Tabular disclosure of contractual obligations Financial position and resources – Contractual obligations 40
5G Safe harbor Forward-looking statements 140
6 Directors, senior management and employees
6A Directors and senior management Board of directors and Group management 48
6B Compensation Directors’ remuneration 57
6C Board practices Corporate governance 51
Directors’ remuneration 57
Board of directors and Group management 48
6D Employees People 22
Note 32 “Employees” 117
6E Share ownership Directors’ remuneration 57
Note 20 “Share-based payments” 101
7 Major shareholders and related party transactions
7A Major shareholders Shareholder information – Major shareholders 127
7B Related party transactions Directors’ remuneration 57
Note 29 “Contingent liabilities” 114
Note 31 “Related party transactions” 116
7C Interests of experts and counsel Not applicable –

138 Vodafone Group Plc Annual Report 2010

 Additional information

Item Form 20-F caption Location in this document Page

8 Financial information
8A Consolidated statements and other
financial information Financials(1) 68
Audit report on the consolidated financial statements 73
Note 29 “Contingent liabilities” 114
Financial position and resources 40
8B Significant changes Subsequent events A-1
9 The offer and listing
9A Offer and listing details Shareholder information – Share price history 126
9B Plan of distribution Not applicable –
9C Markets Shareholder information – Markets 127
9D Selling shareholders Not applicable –
9E Dilution Not applicable –
9F Expenses of the issue Not applicable –
10 Additional information
10A Share capital Not applicable –
10B Memorandum and articles of association Shareholder information – Articles of association and applicable
English law 127
10C Material contracts Shareholder information – Material contracts 129
10D Exchange controls Shareholder information – Exchange controls 129
10E Taxation Shareholder information – Taxation 130
10F Dividends and paying agents Not applicable –
10G Statement by experts Not applicable –
10H Documents on display Shareholder information – Documents on display 129
10I Subsidiary information Not applicable –
11 Quantitative and qualitative disclosures
about market risk Note 21 “Capital and financial risk management” 103
12 Description of securities other than equity securities
12A Debt securities Not applicable –
12B Warrants and rights Not applicable –
12C Other securities Not applicable –
12D American depositary shares ADR payment information C-1
13 Defaults, dividend arrearages and delinquencies Not applicable –
14 Material modifications to the rights of security
holders and use of proceeds Shareholder information – Debt securities 129
15 Controls and procedures Corporate governance 51
Directors’ statement of responsibility – Management’s report on
internal control over financial reporting 69
Audit report on internal controls 70
16 16A Audit Committee financial expert Corporate governance – Board committees 53
16B Code of ethics Corporate governance 51
16C Principal accountant fees and services Note 4 “Operating profit” 86
Corporate governance – Auditors 55
16D E xemptions from the listing standards for
audit committees Not applicable –
16E Purchase of equity securities by the issuer and
affiliated purchasers Financial position and resources 42
16F Change in registrant’s certifying accountant Not applicable –
16G Corporate governance Corporate governance – US listing requirements 55
17 Financial statements Not applicable –
18 Financial statements Financials(1) 68
18A Separate financial statements required
by Rule 3-09 of Regulation S-X Financials B-1
18B Report of Independent Registered Public
Accounting Firm Financials B-29
19 Exhibits Filed with the SEC Index to Exhibits
Note:
(1) The Company financial statements, and the audit report and notes relating thereto, on pages 118 to 124 should not be considered to form part of the Company’s annual report on Form 20-F.

Vodafone Group Plc Annual Report 2010 139

Forward-looking statements
This document contains “forward-looking statements” within the meaning of the
US Private Securities Litigation Reform Act of 1995 with respect to the Group’s
financial condition, results of operations and businesses and certain of the Group’s
plans and objectives.
In particular, such forward-looking statements include statements with respect to:
■■ the Group’s expectations regarding its financial and operating performance,
including statements contained within the Chief Executive’s review on pages 6 to
9, the Group’s 7% dividend per share growth target contained on pages 8 and 37
and the Guidance statement on page 37 of this document, and the performance
of joint ventures, associates, including Verizon Wireless, other investments and
newly acquired businesses;
■■ intentions and expectations regarding the development of products, services and
initiatives introduced by, or together with, Vodafone or by third parties, including
new mobile technologies, such as the introduction of 4G, the Vodafone Money
Transfer System and an increase in download speeds;
■■ expectations regarding the global economy and the Group’s operating
environment, including future market conditions, growth in the number of
worldwide mobile phone users and other trends;
■■ revenue and growth expected from the Group’s total communications strategy,
including data revenue growth, and its expectations with respect to long-term
shareholder value growth;
■■ mobile penetration and coverage rates, the Group’s ability to acquire spectrum,
expected growth prospects in Europe, Africa and Central Europe, Asia Pacific and
Middle East regions and growth in customers and usage generally;
■■ expected benefits associated with the merger of Vodafone Australia and Hutchison
3G Australia including receipt of deferred payments;
■■ anticipated benefits to the Group from cost efficiency programmes, including the
recently initiated £1 billion cost reduction programme, the two-year working
capital reduction programme and the outsourcing of IT functions and network
sharing agreements;
■■ possible future acquisitions, including increases in ownership in existing
investments, the timely completion of pending acquisition transactions and
pending offers for investments, including licence acquisitions, and the expected
funding required to complete such acquisitions or investments;
■■ expectations regarding the Group’s future revenue, operating profit, adjusted
EBITDA margin, free cash flow, capital intensity, depreciation and amortisation
charges, tax rates and capital expenditure;
■■ expectations regarding the Group’s access to adequate funding for its
working capital requirements and the rate of dividend growth by the Group
(including the  Group’s 7% dividend per share growth target) or its existing
investments; and
■■ the impact of regulatory and legal proceedings involving Vodafone and of
scheduled or potential regulatory changes.
Forward-looking statements are sometimes, but not always, identified by their use
of a date in the future or such words as “will”, “anticipates”, “aims”, “could”, “may”,
“should”, “expects”, “believes”, “intends”, “plans” or “targets”. By their nature, forward-
looking statements are inherently predictive, speculative and involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by these forward-
looking statements. These factors include, but are not limited to, the following:
■■ general economic and political conditions in the jurisdictions in which the Group
operates and changes to the associated legal, regulatory and tax environments;
■■ increased competition, from both existing competitors and new market entrants,
including mobile virtual network operators;
■■ levels of investment in network capacity and the Group’s ability to deploy new
technologies, products and services in a timely manner, particularly data content
and services;
■■ rapid changes to existing products and services and the inability of new products
and services to perform in accordance with expectations, including as a result of
third party or vendor marketing efforts;
■■ the ability of the Group to integrate new technologies, products and services with
existing networks, technologies, products and services;
■■ the Group’s ability to generate and grow revenue from both voice and non-voice
services and achieve expected cost savings;
140 Vodafone Group Plc Annual Report 2010
■■ a lower than expected impact of new or existing products, services or technologies
on the Group’s future revenue, cost structure and capital expenditure outlays;
■■ slower than expected customer growth, reduced customer retention, reductions
or changes in customer spending and increased pricing pressure;
■■ the Group’s ability to expand its spectrum position, win 3G and 4G allocations and
realise expected synergies and benefits associated with 3G and 4G;
■■ the Group’s ability to secure the timely delivery of high quality, reliable handsets,
network equipment and other key products from suppliers;
■■ loss of suppliers, disruption of supply chains and greater than anticipated prices of
new mobile handsets;
■■ changes in the costs to the Group of, or the rates the Group may charge for,
terminations and roaming minutes;
■■ the Group’s ability to realise expected benefits from acquisitions, partnerships,
joint ventures, franchises, brand licences or other arrangements with third parties,
particularly those related to the development of data and internet services;
■■ acquisitions and divestments of Group businesses and assets and the pursuit of
new, unexpected strategic opportunities which may have a negative impact on
the Group’s financial condition and results of operations;
■■ the Group’s ability to integrate acquired business or assets and the imposition of
any unfavourable conditions, regulatory or otherwise, on any pending or future
acquisitions or dispositions;
■■ the extent of any future write-downs or impairment charges on the Group’s assets,
or restructuring charges incurred as a result of an acquisition or disposition;
■■ developments in the Group’s financial condition, earnings and distributable funds
and other factors that the Board of directors takes into account in determining the
level of dividends;
■■ the Group’s ability to satisfy working capital requirements through borrowing in
capital markets, bank facilities and operations;
■■ changes in exchange rates, including particularly the exchange rate of pounds
sterling to the euro and the US dollar;
■■ changes in the regulatory framework in which the Group operates, including the
commencement of legal or regulatory action seeking to regulate the Group’s
permitted charging rates;
■■ the impact of legal or other proceedings against the Group or other companies in
the communications industry; and
■■ changes in statutory tax rates and profit mix, the Group’s ability to resolve open tax
issues and the timing and amount of any payments in respect of tax liabilities.
Furthermore, a review of the reasons why actual results and developments may differ
materially from the expectations disclosed or implied within forward-looking
statements can be found under “Principal risk factors and uncertainties” on pages 38
and 39 of this document. All subsequent written or oral forward-looking statements
attributable to the Company or any member of the Group or any persons acting on
their behalf are expressly qualified in their entirety by the factors referred to above.
No assurances can be given that the forward-looking statements in this document
will be realised. Subject to compliance with applicable law and regulations, Vodafone
does not intend to update these forward-looking statements and does not undertake
any obligation to do so.
 Additional information

Definition of terms
3G broadband  G services enabled with high speed downlink packet access (‘HSDPA’) technology which enables data transmission at speeds of up to
3
7.2 megabits per second.
ARPU S ervice revenue excluding fixed line revenue, fixed advertising revenue, revenue related to business managed services and revenue
from certain tower sharing arrangements divided by average customers.
Capital expenditure This measure includes the aggregate of capitalised property, plant and equipment additions and capitalised software costs.
Churn Total gross customer disconnections in the period divided by the average total customers in the period.
Contribution margin The contribution margin is stated after direct costs, acquisition and retention costs and ongoing commissions.
Controlled and jointly  ontrolled and jointly controlled measures include 100% for the Group’s mobile operating subsidiaries and the Group’s proportionate
C
controlled share for joint ventures.
Customer costs Customer costs include acquisition costs, being the total of connection fees, trade commissions and equipment costs relating to new
customer connections, and retention costs, being the total of trade commissions, loyalty scheme and equipment costs relating to
customer retention and upgrades, as well as expenses related to ongoing commissions.
Customer delight T he Group uses a proprietary ‘customer delight’ system to track customer satisfaction across its controlled markets and jointly
controlled market in Italy. Customer delight is measured by an index based on the results of surveys performed by an external research
company which cover all aspects of service provided by Vodafone and incorporates the results of the relative satisfaction of the
competitors’ customers. An overall index for the Group is calculated by weighting the results for each of the Group’s operations based
on service revenue.
Direct costs Direct costs include interconnect costs and other direct costs of providing services.
DSL A digital subscriber line which is a fixed line enabling data to be transmitted at high speeds.
Fixed broadband customer A fixed broadband customer is defined as a physical connection or access point to a fixed line network.
Free cash flow Operating free cash flow after cash flows in relation to taxation, interest, dividends received from associates and investments, and
dividends paid to non-controlling shareholders in subsidiaries
Handheld business device A wireless connection device which allows access to business applications and push and pull email.
HSDPA  igh speed downlink packet access is a wireless technology enabling network to mobile data transmission speeds of up to
H
28.8 Mbps.
HSUPA High speed uplink packet access is a wireless technology enabling mobile to network data transmission speeds of up to 5.8 Mbps.
Interconnect costs  charge paid by Vodafone to other fixed line or mobile operators when a Vodafone customer calls a customer connected to a
A
different network.
Mobile customer  mobile customer is defined as a subscriber identity module (‘SIM’), or in territories where SIMs do not exist, a unique mobile telephone
A
number, which has access to the network for any purpose, including data only usage, except telemetric applications. Telemetric
applications include, but are not limited to, asset and equipment tracking, mobile payment and billing functionality, e.g. vending
machines and meter readings, and include voice enabled customers whose usage is limited to a central service operation, e.g.
emergency response applications in vehicles.
Mobile PC connectivity device A connection device which provides access to 3G services to users with an active PC or laptop connection. This includes Vodafone
Mobile Broadband data cards, Vodafone Mobile Connect 3G/GPRS data cards and Vodafone Mobile Broadband USB modems.
Net debt L ong-term borrowings, short-term borrowings and mark-to-market adjustments on financing instruments less cash and
cash equivalents.
Operating costs Operating expenses plus customer costs other than acquisition and retention costs.
Operating expenses  perating expenses comprise primarily of network and IT related expenditure, support costs from HR and finance and certain
O
intercompany items.
Operating free cash flow  ash generated from operations after cash payments for capital expenditure (excludes capital licence and spectrum payments) and
C
cash receipts from the disposal of intangible assets and property, plant and equipment.
Organic growth T he percentage movements in organic growth are presented to reflect operating performance on a comparable basis, both in terms of
merger and acquisition activity and foreign exchange rates.
Partner markets  arkets in which the Group has entered into a partner agreement with a local mobile operator enabling a range of Vodafone’s global
M
products and services to be marketed in that operator’s territory and extending Vodafone’s brand reach into such new markets.
Penetration  umber of customers in a country as a percentage of the country’s population. Penetration can be in excess of 100% due to customers’
N
owning more than one SIM.
Pro-forma growth Pro-forma growth is organic growth adjusted to include acquired business for the whole of both periods.
Proportionate mobile The proportionate customer number represents the number of mobile customers in ventures which the Group either controls or in
customers which it invests, based on the Group’s ownership in such ventures.
Reported growth Reported growth is based on amounts reported in pounds sterling as determined under IFRS.
Service revenue S ervice revenue comprises all revenue related to the provision of ongoing services including, but not limited to, monthly access
charges, airtime usage, roaming, incoming and outgoing network usage by non-Vodafone customers and interconnect charges for
incoming calls.
Smartphones A smartphone is a mobile phone offering advanced capabilities including access to email and the internet.
Termination rate  per minute charge paid by a telecommunications network operator when a customer makes a call to another mobile or fixed line
A
network operator.
Total communications Comprises all fixed location services, data services, fixed line services, visitor revenue and other services.
Visitor revenue  mounts received by a Vodafone operating company when customers of another operator, including those of other Vodafone
A
companies, roam onto its network.

Vodafone Group Plc Annual Report 2010 141

Selected financial data
At/for the year ended 31 March 2010 2009 2008 2007 2006
Consolidated income statement data (£m)
Revenue 44,472 41,017 35,478 31,104 29,350
Operating profit/(loss) 9,480 5,857 10,047 (1,564) (14,084)
Profit/(loss) before taxation 8,674 4,189 9,001 (2,383) (14,853)
Profit/(loss) for the financial year from continuing operations 8,618 3,080 6,756 (4,806) (17,233)
Profit/(loss) for the financial year 8,618 3,080 6,756 (5,222) (20,131)

Consolidated statement of financial position data (£m)

Total assets 156,985 152,699 127,270 109,617 126,502
Total equity 90,810 84,777 76,471 67,293 85,312
Total equity shareholders’ funds 90,381 86,162 78,043 67,067 85,425

Earnings per share(1)

Weighted average number of shares (millions)
– Basic 52,595 52,737 53,019 55,144 62,607
– Diluted 52,849 52,969 53,287 55,144 62,607

Basic earnings/(loss) per ordinary share (pence)

– Profit/(loss) from continuing operations 16.44p 5.84p 12.56p (8.94)p (27.66)p
– Profit/(loss) for the financial year 16.44p 5.84p 12.56p (9.70)p (32.31)p
Diluted earnings/(loss) per ordinary share
– Profit/(loss) from continuing operations 16.36p 5.81p 12.50p (8.94)p (27.66)p
– Profit/(loss) for the financial year 16.36p 5.81p 12.50p (9.70)p (32.31)p

Cash dividends(1)(2)
Amount per ordinary share (pence) 8.31p 7.77p 7.51p 6.76p 6.07p
Amount per ADS (pence) 83.1p 77.7p 75.1p 67.6p 60.7p

Amount per ordinary share (US cents) 12.62c 11.11c 14.91c 13.28c 10.56c
Amount per ADS (US cents) 126.2c 111.1c 149.1c 132.8c 105.6c

Other data
Ratio of earnings to fixed charges(3) 3.6 1.2 3.9 – –
Ratio of earnings to fixed charges deficit(3) – – – (4,389) (16,520)
Notes:
(1) See note 8 to the consolidated financial statements, “Earnings per share”. Earnings and dividends per ADS is calculated by multiplying earnings per ordinary share by ten, the number of ordinary shares
per ADS. Dividend per ADS is calculated on the same basis.
(2) The final dividend for the year ended 31 March 2010 was proposed by the directors on 18 May 2010 and is payable on 6 August 2010 to holders of record as of 4 June 2010. The total dividends have been
translated into US dollars at 31 March 2010 for purposes of the above disclosure but the dividends are payable in US dollars under the terms of the ADS depositary agreement.
(3) For the purposes of calculating these ratios, earnings consist of profit before tax adjusted for fixed charges, dividend income from associates, share of profits and losses from associates and profits and
losses on ordinary activities before taxation from discontinued operations. Fixed charges comprise one third of payments under operating leases, representing the estimated interest element of these
payments, interest payable and similar charges and preferred share dividends.

142 Vodafone Group Plc Annual Report 2010

 Financials

Notes

Vodafone Group Plc Annual Report 2010 143

Notes

144 Vodafone Group Plc Annual Report 2010

 We are one of the world’s largest Contact details
mobile communications companies Investor Relations
by revenue, operating across the Telephone: +44 (0) 1635 33251
globe providing a wide range of Media Relations
communications services. Our vision Telephone: +44 (0) 1635 664444
is to be the communications leader Corporate Responsibility
in an increasingly connected world. Fax: +44 (0) 1635 674478
E-mail: responsibility@vodafone.com
Website: www.vodafone.com/responsibility

This constitutes the annual report on Form 20-F of Vodafone Group Plc (the ‘Company’) in Contents
accordance with the requirements of the US Securities and Exchange Commission (the
‘SEC’) for the year ended 31 March 2010 and is dated 2 June 2010. This document contains Executive summary #
certain information set out within the Company’s annual report in accordance with 1 Highlights
International Financial Reporting Standards (‘IFRS’) and with those parts of the UK
2 Chairman’s statement
Companies Act 2006 applicable to companies reporting under IFRS, dated 18 May 2010, as
4 Telecommunications industry
updated or supplemented if necessary. Details of events occurring subsequent to the
approval of the annual report on 18 May 2010 are summarised on page A-1. The content of 6 Chief Executive’s review
the Group’s website (www.vodafone.com) should not be considered to form part of this 10 Global presence
annual report on Form 20-F.
Business #
In the discussion of the Group’s reported financial position, operating results and cash flow 12 Customers and distribution
for the year ended 31 March 2010, information is presented to provide readers with 14 Products and services
additional financial information that is regularly reviewed by management. However this 16 Value added services
additional information is not uniformly defined by all companies, including those in the
18 Technology and resources
Group’s industry. Accordingly, it may not be comparable with similarly titled measures and
22 People
disclosures by other companies. Additionally, certain information presented is derived
from amounts calculated in accordance with IFRS but is not itself an expressly permitted
Performance #
GAAP measure. Such non-GAAP measures should not be viewed in isolation or as an
alternative to the equivalent GAAP measure. 24 Key performance indicators
25 Operating results
All amounts in this document marked with an “(*)” represent organic growth which presents 37 Guidance
performance on a comparable basis, both in terms of merger and acquisition activity and 38 Principal risk factors and uncertainties
foreign exchange rates. 40 Financial position and resources
45 Corporate responsibility
For further information see “Non-GAAP information” on pages 136 and 137 and “Definition
of terms” on page 141. Governance #
The terms “Vodafone”, the “Group”, “we”, “our” and “us” refer to the Company and, as applicable, 48 Board of directors and Group management
its subsidiaries and/or its interests in joint ventures and associates. 51 Corporate governance
57 Directors’ remuneration
This document contains forward-looking statements within the meaning of the US Private
Securities Litigation Reform Act of 1995 with respect to the Group’s financial condition, Financials
results of operations and business management and strategy, plans and objectives for the 68 Contents
Group. For further details please see “Forward-looking statements” on page 140 and
69 Directors’ statement of responsibility #
“Principal risk factors and uncertainties” on pages 38 and 39 for a discussion of the risks
70 Audit report on internal controls
associated with these statements.
71 Critical accounting estimates
Vodafone, the Vodafone logo, Vodafone Mobile Broadband, Vodafone Passport, Vodafone 73 Audit report on the consolidated
Email Plus, M-PESA, M-PAISA, Vodafone Money Transfer, Vodafone Station, Vodafone 360, financial statements
Vodafone One Net, Vodafone Sure Signal, Vodafone Mobile Connect and Vodacom are 74 Consolidated financial statements
trade marks of the Vodafone Group. The RIM® and BlackBerry® families of trade marks, 118 Audit report on the Company
images and symbols are the exclusive properties and trade marks of Research in Motion financial statements
Limited, used by permission. RIM and BlackBerry are registered with the US Patent and 119 Company financial statements
Trademark Office and may be pending or registered in other countries. Windows Mobile and
ActiveSync are either registered trade marks or trade marks of Microsoft Corporation in the Additional information This report has been printed on Revive 75 Special Silk paper. The composition of the paper is
United States and/or other countries. Other product and company names mentioned 50% de-inked post consumer waste, 25% pre-consumer waste and 25% virgin wood fibre. It has
herein may be the trade marks of their respective owners. 125 Shareholder information # been certified according to the rules of the Forest Stewardship Council (FSC). It is manufactured
132 History and development # at a mill that has been awarded the ISO14001 certificate for environmental management. The
Copyright © Vodafone Group 2010 133 Regulation # mill uses pulps that are elemental chlorine free (ECF) and totally chlorine free (TCF) process
and the inks used are all vegetable oil based.
136 Non-GAAP information #
138 Form 20-F cross reference guide Printed at St Ives Westerham Press Ltd, ISO14001, FSC certified and CarbonNeutral®.
140 Forward-looking statements
www.vodafone.com/annual_report10/index.html 141 Definition of terms
Designed and produced by Addison, www.addison.co.uk

142 Selected financial data

#
These sections make up the directors’ report.
 Vodafone Group Plc
Vodafone Group Plc
Registered Office
Vodafone House
Vodafone Group Plc
The Connection Annual Report on Form 20-F
Newbury
Berkshire For the year ended 31 March 2010
RG14 2FN
England

Annual Report on Form 20-F for the year ended 31 March 2010
Registered in England No. 1833679

Tel: +44 (0) 1635 33251

Fax: +44 (0) 1635 45713

www.vodafone.com
Events occurring subsequent to the approval of the
Company’s Annual Report on 18 May 2010

India licence auction

On 19 May 2010 Vodafone secured 20 year licences for 2x5 MHz of 3G spectrum in nine circles in the Indian auction for a
total price of INR 11.6 billion (£1.74 billion). These circles include Delhi, Mumbai, Kolkata and a further 3 ‘A’ circles and 3 ‘B’
circles providing a footprint covering 66% of Vodafone Essar Limited’s current revenue base.

German licence auction

On 20 May 2010 Vodafone acquired nationwide 15 year licences for 2x10 MHz of 800 MHz spectrum, 2x5 MHz of 2.1 GHz
spectrum, 2x20 MHz of 2.6 GHz spectrum and 25 MHz of 2.6 GHz unpaired spectrum for a cost of €1.43 billion (£1.23 billion).

Legal proceedings
On 31 May 2010 VIHBV received an order from the Indian tax authorities confirming their view that they do have jurisdiction
as well as a further notice alleging that VIHBV should be treated as the agent of HTIL for the purpose of recovering tax on the
transaction. VIHBV continues to believe that neither it nor any other member of the Group is liable for any tax and intends to
defend this position vigorously, including if necessary through appeal to the Courts as permitted by the Supreme Court in its
judgment of 23 January 2009 (see note 29 for further details).

A-1
Cellco Partnership
(d/b/a Verizon Wireless)
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements
For the years ended
December 31, 2009, 2008 and 2007

B-1
Table of Contents

Cellco Partnership (d/b/a Verizon Wireless)

Consolidated Statements of Income

For the years ended December 31, 2009, 2008 and 2007 2

Consolidated Balance Sheets

December 31, 2009 and 2008 3

Consolidated Statements of Cash Flows

For the years ended December 31, 2009, 2008 and 2007 4

Consolidated Statements of Changes in Partners’ Capital

For the years ended December 31, 2009, 2008 and 2007 5

Notes to Consolidated Financial Statements 6-27

2 B-2
Consolidated Statements of Income
Cellco Partnership (d/b/a Verizon Wireless)

Years Ended December 31,

(Dollars in Millions) 2009 2008 2007

Operating Revenue (including $102, $106 and $105 from affiliates)

Service revenue $ 53,497 $ 42,635 $ 38,016
Equipment and other 8,634 6,697 5,866
Total operating revenue 62,131 49,332 43,882

Operating Costs and Expenses (including $1,651, $1,541 and $1,304 from
affiliates)
Cost of service (exclusive of items shown below) 7,722 6,015 5,294
Cost of equipment 12,222 9,705 8,162
Selling, general and administrative 18,289 14,220 13,477
Depreciation and amortization 7,347 5,405 5,154
Total operating costs and expenses 45,580 35,345 32,087

Operating Income 16,551 13,987 11,795

Other Income (Expenses)
Interest expense, net (see Note 11) (1,141) (161) (251)
Interest income and other, net 71 265 30
Income Before Provision for Income Taxes 15,481 14,091 11,574
Provision for income taxes (797) (802) (714)
Net Income $ 14,684 $ 13,289 $ 10,860

Net income attributable to noncontrolling interest 286 263 255

Net income attributable to Cellco Partnership 14,398 13,026 10,605
Net Income $ 14,684 $ 13,289 $ 10,860

See Notes to Consolidated Financial Statements.

3 B-3
Consolidated Balance Sheets
Cellco Partnership (d/b/a Verizon Wireless)

As of December 31,
(Dollars in Millions) 2009 2008

Assets
Current assets
Cash and cash equivalents $ 607 $ 9,227
Receivables, net of allowances of $356 and $244 5,721 4,618
Due from affiliates, net 58 155
Inventories, net 1,373 1,046
Prepaid expenses and other current assets 3,335 579
Total current assets 11,094 15,625

Plant, property and equipment, net 30,850 27,136

Wireless licenses 72,005 62,392
Goodwill 17,303 955
Investment in debt obligations, net – 4,781
Deferred charges and other assets, net 3,100 987
Total assets $ 134,352 $ 111,876

Liabilities and Partners’ Capital

Current liabilities
Short-term debt, including current maturities $ 2,998 $ 444
Due to affiliates 5,003 2,941
Accounts payable and accrued liabilities 6,123 5,395
Advance billings 1,695 1,403
Other current liabilities 415 220
Total current liabilities 16,234 10,403

Long-term debt 18,661 9,938

Due to affiliates – 9,363
Deferred tax liabilities, net 10,593 6,213
Other non-current liabilities 1,877 973
Total liabilities 47,365 36,890

Commitments and contingencies (see Note 13) – –

Partners’ capital
Capital 84,886 73,410
Accumulated other comprehensive income (loss) 113 (116)
Noncontrolling interest 1,988 1,692
Total partners’ capital 86,987 74,986
Total liabilities and partners’ capital $ 134,352 $ 111,876

See Notes to Consolidated Financial Statements.

4 B-4
Consolidated Statements of Cash Flows
Cellco Partnership (d/b/a Verizon Wireless)

Years Ended December 31,

(Dollars in Millions) 2009 2008 2007

Cash Flows from Operating Activities

Net income $ 14,684 $ 13,289 $ 10,860
Adjustments to reconcile income to net cash provided by operating activities:
Depreciation and amortization 7,347 5,405 5,154
Provision for uncollectible receivables 696 507 395
Provision for deferred income taxes 147 176 98
Changes in current assets and liabilities (net of the effects of acquisitions):
Receivables, net (1,000) (1,032) (914)
Inventories, net (127) 60 (209)
Prepaid expenses and other current assets (42) (74) 14
Accounts payable and accrued liabilities (607) (365) 71
Other operating activities, net 830 181 689
Net cash provided by operating activities 21,928 18,147 16,158

Cash Flows from Investing Activities

Capital expenditures (including capitalized software) (7,152) (6,510) (6,503)
Acquisition of businesses and licenses, net of cash acquired (4,881) (10,277) –
Investment in debt obligations – (4,766) –
Other investing activities, net (29) (526) (520)
Net cash used in investing activities (12,062) (22,079) (7,023)

Cash Flows from Financing Activities

Proceeds from affiliates – 9,363 –
Repayments to affiliates (6,291) (3,891) (5,609)
Net increase (decrease) in revolving affiliate borrowings (457) 307 (1,355)
Issuance of long-term debt 9,223 10,324 –
Repayment of long-term debt (17,028) (1,505) –
Distributions to partners (3,138) (1,529) (1,918)
Other financing activities, net (795) (318) (228)
Net cash provided by (used in) financing activities (18,486) 12,751 (9,110)
Increase (decrease) in cash and cash equivalents (8,620) 8,819 25
Cash and cash equivalents, beginning of year 9,227 408 383
Cash and cash equivalents, end of year $ 607 $ 9,227 $ 408

See Notes to Consolidated Financial Statements.

5 B-5
Consolidated Statements of Changes in Partners’ Capital
Cellco Partnership (d/b/a/ Verizon Wireless)

Years Ended December 31,

(Dollars in Millions) 2009 2008 2007

Partners’ Capital
Balance at beginning of year $ 73,410 $ 62,404 $ 43,677
Cumulative effect of adoption of tax accounting standard
(Note 1) – – (19)
Adjusted balance at beginning of year 73,410 62,404 43,658
Net income 14,398 13,026 10,605
Contributed capital (344) – –
Distributions declared to partners (2,582) (2,085) (1,918)
Reclassification of portion of Vodafone’s partners’ capital – – 10,000
Other 4 65 59
Balance at end of year 84,886 73,410 62,404

Accumulated Other Comprehensive Income (Loss)

Balance at beginning of year (116) (50) (63)
Unrealized gains (losses) on cash flow hedges, net 175 (53) –
Defined benefit pension and postretirement plans 54 (13) 13
Other comprehensive income (loss) 229 (66) 13
Balance at end of year 113 (116) (50)

Total Partners’ Capital Attributable to Cellco Partnership 84,999 73,294 62,354

Noncontrolling Interest
Balance at beginning of year 1,692 1,681 1,659
Net income attributable to noncontrolling interest 286 263 255
Contributed capital 31 – –
Noncontrolling interests in acquired company 497 – –
Distributions (280) (249) (228)
Acquisitions of noncontrolling partnership interests (240) – –
Other 2 (3) (5)
Balance at end of year 1,988 1,692 1,681

Total Partners’ Capital $ 86,987 $ 74,986 $ 64,035

Comprehensive Income
Net income $ 14,684 $ 13,289 $ 10,860
Other comprehensive income (loss) per above 229 (66) 13
Total Comprehensive Income $ 14,913 $ 13,223 $ 10,873

Comprehensive income attributable to noncontrolling interest $ 286 $ 263 $ 255

Comprehensive income attributable to Cellco Partnership 14,627 12,960 10,618
Total Comprehensive Income $ 14,913 $ 13,223 $ 10,873

See Notes to Consolidated Financial Statements.

6 B-6
Notes to Consolidated Financial Statements
Cellco Partnership (d/b/a Verizon Wireless)

1. Description of Business and Summary of Significant Accounting Policies

Description of Business
Cellco Partnership (the “Partnership”), a Delaware partnership doing business as Verizon Wireless, provides wireless voice and data
services and related equipment to consumers and business customers across one of the most extensive wireless networks in the United
States. The Partnership has one segment and operates domestically only. References to “our Partners” refers to Verizon
Communications, and its subsidiaries (“Verizon”), which owns 55% of the Partnership, and Vodafone Group Plc, and its subsidiaries
(“Vodafone”), which owns 45% of the Partnership. With our acquisition of Alltel Corporation (“Alltel”) in January 2009, we are the
largest wireless service provider in the United States, as measured by total number of customers.

These consolidated financial statements include transactions between the Partnership and Verizon and Vodafone (“Affiliates”) for the
provision of services and financing pursuant to various agreements (see Notes 7 and 11).

Consolidated Financial Statements and Basis of Presentation

The consolidated financial statements of the Partnership include the accounts of its majority-owned subsidiaries and the partnerships
in which the Partnership exercises control. Investments in businesses and partnerships in which the Partnership does not control, but
has the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method of
accounting. Investments and partnerships in which the Partnership does not have the ability to exercise significant influence over
operating and financial policies are accounted for under the cost method of accounting. Equity and cost method investments are
included in Deferred charges and other assets, net in our consolidated balance sheets. All significant intercompany accounts and
transactions have been eliminated.

We have evaluated subsequent events through June 1, 2010, the date these consolidated financial statements were issued.

We have reclassified certain prior year amounts to conform to the current year presentation.

Use of Estimates
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of
America (“GAAP”), which require management to make estimates and assumptions that affect reported amounts and disclosures.
Actual results could differ from those estimates. Estimates are used for, but not limited to, the accounting for: allowances for
uncollectible accounts receivable, unbilled revenue, fair values of financial instruments, depreciation and amortization, the
recoverability of intangible assets, goodwill and other long-lived assets, accrued expenses, inventory reserves, unrealized tax benefits,
valuation allowances on tax assets, contingencies and allocation of purchase prices in connection with business combinations.
Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the consolidated
financial statements in the periods that they are determined to be necessary.

Revenue Recognition
The Partnership earns revenue by providing access to our network (access revenue) and for usage of our network (usage revenue),
which includes voice and data revenue. In general, access revenue is billed one month in advance and is recognized when earned; the
unearned portion is classified in Advance billings in the consolidated balance sheets. Usage revenue is recognized when service is
rendered and included in unbilled revenue, within Receivables, net in the consolidated balance sheets, until billed. Equipment sales
revenue associated with the sale of wireless devices is recognized when the products are delivered to and accepted by the customer, as
this is considered to be a separate earnings process from the sale of wireless services. Customer activation fees charged to customers
are considered additional consideration and are recorded in Equipment and other revenue, generally, at the time of customer
acceptance. For agreements involving the resale of third-party services in which we are considered the primary obligor in the
arrangements, we record revenue gross at the time of sale.

We report taxes imposed by governmental authorities on revenue-producing transactions between us and our customers on a net basis.

Advertising Costs
Costs for advertising products and services as well as other promotional and sponsorship costs are charged to Selling, general and
administrative expense in the periods in which they are incurred.

7 B-7
Vendor Rebates and Discounts
The Partnership recognizes vendor rebates or discounts for purchases of wireless devices from a vendor as a reduction of Cost of
equipment when the related wireless devices are sold. Vendor rebates or discounts that have been earned as a result of completing the
required performance under the terms of the underlying agreements but for which the wireless devices have not yet been sold are
recognized as a reduction of inventory. Advertising credits are granted by a vendor to the Partnership as reimbursement of specific,
incremental, identifiable advertising costs incurred by the Partnership in selling the vendor’s wireless devices. These advertising
credits are restricted based upon a marketing plan agreed to by the vendor and the Partnership, and accordingly, advertising credits
received are recorded as a reduction of those advertising costs when recognized in the Partnership’s consolidated statements of
income.

Cash and Cash Equivalents

We consider all highly liquid investments with a maturity of 90 days or less when purchased to be cash equivalents. Cash equivalents
are stated at cost, which approximates market value, and includes approximately $192 million and $8,941 million at December 31,
2009 and 2008, respectively, held in money market funds that are considered cash equivalents.

Investments
Available-for-sale investments are required to be carried at their fair value, with unrealized gains and losses that are considered
temporary in nature recorded as a separate component of accumulated other comprehensive income (loss). To the extent we determine
that any decline in the investment is other-than-temporary, a charge to earnings would be recorded. There were no significant
available-for-sale investments as of December 31, 2009. The Partnership’s principal investment at December 31, 2008 consists of an
available-for-sale investment in debt obligations.
As of December 31, 2009 and 2008, we held $42 million and $126 million, respectively, with respect to funds of the Partnership being
held in a money market fund managed by a third party that is in the process of being liquidated. This balance is classified in Prepaid
expenses and other current assets in the consolidated balance sheets. On January 29, 2010, we collected $40 million of this receivable
and expect to collect the remaining balance in the next 12 months.

Inventory
Inventory consists primarily of wireless equipment held for sale, which is carried at the lower of cost (determined using a first-in, first-
out method) or market. The Partnership maintains estimated inventory valuation reserves of $106 million and $131 million as of
December 31, 2009 and 2008, respectively, for obsolete and slow moving device inventory based on analyses of inventory agings and
changes in technology.

Capitalized Software
Capitalized software consists primarily of direct costs incurred for professional services provided by third parties and compensation
costs of employees which relate to software developed for internal use either during the application stage or for upgrades and
enhancements that increase functionality. Costs are capitalized and amortized on a straight-line basis over their estimated useful lives.
Costs incurred in the preliminary project stage of development and maintenance are expensed as incurred. For a discussion of our
impairment policy for capitalized software costs, see “Valuation of Assets” below. Also see Note 3 for additional detail of capitalized
non-network software reflected in our consolidated balance sheets.

Plant, Property and Equipment

Plant, property and equipment primarily represents costs incurred to construct and expand capacity and network coverage on Mobile
Telephone Switching Offices and cell sites. The cost of plant, property and equipment is depreciated over its estimated useful life
using the straight-line method of accounting. Periodic reviews are performed to identify any category or group of assets within plant,
property and equipment where events or circumstances may change the remaining estimated economic life. This principally includes
changes in the Partnership’s plans regarding technology upgrades, enhancements, and planned retirements. Changes in these estimates
resulted in a net increase in depreciation expense of $319 million, $228 million, and $295 million for the years ended December 31,
2009, 2008, and 2007, respectively. Leasehold improvements are amortized over the shorter of their estimated useful lives or the term
of the related lease. Major improvements to existing plant and equipment are capitalized. Routine maintenance and repairs that do not
extend the life of the plant and equipment are charged to expense as incurred.
Upon the sale or retirement of plant, property and equipment, the cost and related accumulated depreciation or amortization is
eliminated and any related gain or loss is reflected in the consolidated statements of income in Selling, general and administrative
expense.
Interest expense and network engineering costs incurred during the construction phase of the Partnership’s network and real estate
properties under development are capitalized as part of plant, property and equipment and recorded as construction in progress until
the projects are completed and placed into service.

8 B-8
Valuation of Assets
Long-lived assets, including plant, property and equipment and intangible assets with finite lives, are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying
amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use
and eventual disposition of the asset. The impairment loss would be measured as the amount by which the carrying amount of the
asset exceeds the fair value of the asset.

Wireless Licenses
The Partnership’s principal intangible assets are licenses, which provide the Partnership with the exclusive right to utilize certain radio
frequency spectrum to provide wireless communication services. While licenses are issued for only a fixed time, generally ten years,
such licenses are subject to renewal by the Federal Communications Commission (“FCC”). Renewals of licenses have occurred
routinely and at nominal costs, which are expensed as incurred. Moreover, the Partnership has determined that there are currently no
legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of the Partnership’s wireless licenses. As
a result, the wireless licenses are treated as an indefinite life intangible asset, and are not amortized but rather are tested for
impairment. The Partnership reevaluates the useful life determination for wireless licenses at least annually to determine whether
events and circumstances continue to support an indefinite useful life.

The Partnership tests its wireless licenses for potential impairment annually, and more frequently if indications of impairment exist.
The Partnership evaluates its licenses on an aggregate basis, using a direct income-based value approach. This approach estimates fair
value using a discounted cash flow analysis to estimate what a marketplace participant would be willing to pay to purchase the
aggregated wireless licenses as of the valuation date. If the fair value of the aggregated wireless licenses is less than the aggregated
carrying amount of the wireless licenses, an impairment is recognized.

Interest expense incurred, while qualifying activities to develop wireless licenses for service are underway, is capitalized as part of
wireless licenses. The capitalization period ends when the development is completed.

Goodwill
Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. Impairment
testing for goodwill is performed annually or more frequently if indications of potential impairment exist. The impairment test for
goodwill uses a two-step approach, which is performed at the reporting unit level. We have one reporting unit for purposes of
goodwill impairment testing. Step one compares the fair value of the reporting unit (calculated using a market approach and a
discounted cash flow method) to its carrying value. If the carrying value exceeds the fair value, there is a potential impairment and
step two must be performed. Step two compares the carrying value of the reporting unit’s goodwill to its implied fair value (i.e., fair
value of reporting unit less the fair value of the unit’s assets and liabilities, including identifiable intangible assets). If the implied fair
value of goodwill is less than the carrying amount of goodwill, an impairment is recognized. The Partnership completed step one of
the impairment test as of December 15, 2009. This test resulted in no impairment of the Partnership’s goodwill.

Fair Value Measurements

Fair value of financial and non-financial assets and liabilities is defined as an exit price, representing the amount that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three-tier hierarchy for
inputs used in measuring fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and
liabilities, is as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities
Level 3 – No observable pricing inputs in the market

Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair
value measurements. Our assessment of the significance of a particular input to the fair value measurements requires judgment, and
may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

See Note 4 for further details on our fair value measurements.

Foreign Currency Translation

The functional currency for all of our operations is the U.S. dollar. However, we have transactions denominated in a currency other
than the local currency, principally debt denominated in Euros and British Pounds Sterling. Gains and losses resulting from exchange-
rate changes in transactions denominated in a foreign currency are included in earnings.

9 B-9
Derivatives
The Partnership uses derivatives from time to time to manage the Partnership’s exposure to fluctuations in the cash flows of certain
transactions. We measure all derivatives at fair value and recognize them as either assets or liabilities on our consolidated balance
sheets. The derivative instruments discussed below are valued primarily using models based on readily observable market parameters
for all substantial terms of our derivative contracts and thus are classified as Level 2. Changes in the fair values of derivative
instruments not qualifying as hedges or any ineffective portion of hedges are recognized in earnings in the current period. Changes in
the fair values of derivative instruments used effectively as fair value hedges are recognized in earnings, along with changes in the fair
value of the hedged item. Changes in the fair value of the effective portions of cash flow hedges are reported in other comprehensive
income (loss) and recognized in earnings when the hedged item is recognized in earnings.
Employee Benefit Plans
The Partnership maintains a defined contribution plan, the Verizon Wireless Savings and Retirement Plan (the “Savings and
Retirement Plan”), for the benefit of its employees. The Savings and Retirement Plan includes both an employee savings and profit
sharing component. Under the employee savings component, employees may contribute a percentage of eligible compensation to the
Savings and Retirement Plan. Up to the first 6% of an employee’s eligible compensation contributed to the Savings and Retirement
Plan is matched 100% by the Partnership. Under the profit sharing component, the Partnership may elect, at the sole discretion of the
Human Resources Committee of the Board of Representatives, to contribute an additional amount in the form of a profit sharing
contribution to the accounts of eligible employees. (See Note 6)
Long-Term Incentive Compensation
The Partnership provides long-term incentive compensation awards that are classified as liability awards. The Partnership records a
charge or benefit in the consolidated statements of income each reporting period based on the change in estimated fair value of the
awards during the period. See Note 8 for further details on our long-term incentive compensation.
Income Taxes
The Partnership is not a taxable entity for federal income tax purposes. Any federal taxable income or loss is included in the respective
partners’ consolidated federal return. Certain states, however, impose taxes at the partnership level and such taxes are the
responsibility of the Partnership and are included in the Partnership’s tax provision. The consolidated financial statements also include
provisions for federal and state income taxes, prepared on a stand-alone basis, for all corporate entities within the Partnership.
Deferred income taxes are recorded using enacted tax law and rates for the years in which the taxes are expected to be paid or refunds
received. Deferred income taxes are provided for items when there is a temporary difference in recording such items for financial
reporting and income tax reporting.
Effective January 1, 2007, the Partnership adopted the accounting standard which requires the use of a two-step approach for
recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income
tax positions. The Partnership recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense.
Concentrations
The Partnership maintains allowances for uncollectible accounts receivable for estimated losses resulting from the inability of
customers to make required payments. Estimates are based on historical net write-off experience, taking into account general
economic factors and current collection trends which may impact the expected collectibility of accounts receivable. No single
customer receivable is large enough to present a significant financial risk to the Partnership.
The Partnership relies on local and long-distance telephone companies, some of whom are related parties (Note 11), and other
companies to provide certain communication services. Although management believes alternative telecommunications facilities could
be found in a timely manner, any disruption of these services could potentially have an adverse impact on our business, results of
operations and financial condition.
The Partnership depends upon various key suppliers to provide it, directly or through other suppliers, with the equipment and services,
such as switch and network equipment, handsets and other devices and wireless data applications that are needed to operate the
business. Most of our handset and other device suppliers rely on Qualcomm Incorporated (“Qualcomm”) for the manufacture and
supply of the chipsets used in their devices. We also rely on Qualcomm for its binary run-time environment for wireless technology
which enables many of our handsets and other devices to access key wireless data services. In addition, a small group of suppliers
provide nearly all of our network cell site and switch equipment and, in many instances, due to compatibility issues, we must use the
same supplier for both the cell site equipment and switches in a given area of our network footprint. If any of our key network cell site
and switch equipment suppliers, or other suppliers, fail to provide equipment or services on a timely basis or fail to meet our
performance expectations, we may be unable to provide services to our customers in a competitive manner or continue to maintain and
upgrade our network. Because of the costs and time lags that can be associated with transitioning from one supplier to another, our
business could be substantially disrupted if we were required to, or chose to, replace the products or services of one or more major
suppliers with products or services from another source, especially if the replacement became necessary on short notice. Any such
disruption could increase our costs, decrease our operating efficiencies and have a material adverse effect on our business, results of
operations and financial condition.
10 B-10
Recently Adopted Accounting Standards
On January 1, 2009, we adopted the accounting standard relating to business combinations, including assets acquired and liabilities
assumed arising from contingencies. This standard requires the use of the acquisition method of accounting, defines the acquirer,
establishes the acquisition date and applies to all transactions and other events in which one entity obtains control over one or more
other businesses. Upon our adoption of this standard, we were required to expense certain transaction costs and related fees associated
with business combinations that were previously capitalized. In addition, with the adoption of this standard, changes to valuation
allowances for acquired deferred income tax assets and adjustments to unrecognized tax benefits acquired generally are to be
recognized as adjustments to income tax expense rather than goodwill.
The adoption of the following accounting standards and updates during 2009 did not result in a significant impact to our consolidated
financial statements:
On January 1, 2009, we adopted the accounting standard relating to disclosures about derivative instruments and hedging activities,
which requires additional disclosures that include how and why an entity uses derivatives, how these instruments and the related
hedged items are accounted for and how derivative instruments and related hedged items affect the entity’s financial position, results
of operations and cash flows.
On January 1, 2009, we adopted the accounting standard that modifies the determination of the useful life of intangible assets from a
requirement to consider whether an intangible asset can be renewed without substantial cost or material modifications to the existing
terms and conditions to one that requires an entity consider its own historical experience in renewing similar arrangements, or a
consideration of market participant assumptions in the absence of historical experience. This standard also requires disclosure of
information that enables users of financial statements to assess the extent to which the expected future cash flows associated with the
asset are affected by the entity’s intent and ability to renew or extend the arrangements.
On June 15, 2009, we prospectively adopted the accounting standard regarding the accounting for, and disclosure of, events that occur
after the balance sheet date but before the financial statements are issued.
On June 15, 2009, we prospectively adopted the accounting standard that amends the requirements for disclosures about fair value of
financial instruments, for annual, as well as interim, reporting periods.
On June 15, 2009, we prospectively adopted the accounting standard that amends requirements for recognizing and measuring other-
than-temporary impairment of debt securities classified as held to maturity or held for sale. The presentation and disclosure
requirements apply to both debt and equity securities.
On June 15, 2009, we prospectively adopted the accounting standard regarding estimating fair value measurements when the volume
and level of activity for the asset or liability has significantly decreased, which also provides guidance for identifying transactions that
are not orderly.
On August 28, 2009, we prospectively adopted the accounting standard update regarding the measurement of liabilities at fair value.
This standard update provides techniques to use in measuring fair value of a liability in circumstances in which a quoted price in an
active market for the identical liability is not readily available.

Other Recent Accounting Standards

In June 2009, the accounting standard regarding the requirements of consolidation accounting for variable interest entities was updated
to require an enterprise to perform an analysis to determine whether the entity’s variable interest or interests give it a controlling
interest in a variable interest entity. The adoption of this standard, effective January 1, 2010, is not expected to have a significant
impact on our consolidated financial statements.
In September 2009, the accounting standard regarding revenue recognition for multiple deliverable arrangements was updated to
require the use of the relative selling price method when allocating revenue in these types of arrangements. This method allows a
vendor to use its best estimate of selling price if neither vendor specific objective evidence nor third party evidence of selling price
exists when evaluating multiple deliverable arrangements. This standard update is effective January 1, 2011 and may be adopted
prospectively for revenue arrangements entered into or materially modified after the date of adoption or retrospectively for all revenue
arrangements for all periods presented. We are currently evaluating the impact this standard update will have on our consolidated
financial statements.
In September 2009, the accounting standard regarding revenue recognition for arrangements that include software elements was
updated to require tangible products that contain software and non-software elements that work together to deliver the products
essential functionality to be evaluated under the accounting standard regarding multiple deliverable arrangements. This standard
update is effective January 1, 2011 and may be adopted prospectively for revenue arrangements entered into or materially modified
after the date of adoption or retrospectively for all revenue arrangements for all periods presented. Early adoption is permitted only at
the beginning of the company’s fiscal year. We are currently evaluating the impact this standard update will have on our consolidated
financial statements.

11 B-11
2. Acquisitions

Acquisition of Alltel Corporation

On June 5, 2008, the Partnership entered into an agreement and plan of merger with Alltel, a provider of wireless voice and data services to
consumer and business customers in 34 states, and its controlling stockholder, Atlantis Holdings LLC, an affiliate of private investment firms
TPG Capital and GS Capital Partners, to acquire, in an all-cash merger, 100% of the equity of Alltel for cash consideration of $5,925 million.
The Partnership closed the transaction on January 9, 2009.
We expect to experience substantial operational benefits from the acquisition of Alltel, including additional combined overall cost savings
from reduced roaming costs by moving more traffic to our own network, reduced network-related costs from the elimination of duplicate
facilities, consolidation of platforms, efficient traffic consolidation, and reduced overall expenses relating to advertising, overhead and
headcount. We expect reduced combined capital expenditures as a result of greater economies of scale and the rationalization of network
assets. We believe that the use of the same technology platform is facilitating the integration of Alltel’s network operations with ours.
The Partnership has substantially completed the appraisals necessary to assess the fair values of the tangible and intangible assets acquired
and liabilities assumed, the fair value of noncontrolling interests, and the amount of goodwill recognized as of the acquisition date.
The fair values of the assets acquired and liabilities assumed were determined using the income, cost, and market approaches. The fair value
measurements were primarily based on significant inputs that are not observable in the market other than interest rate swaps (see Note 4) and
long-term debt assumed in the acquisition. The income approach was primarily used to value the intangible assets, consisting primarily of
wireless licenses and customer relationships. The income approach indicates value for a subject asset based on the present value of cash flows
projected to be generated by the asset. Projected cash flows are discounted at a required market rate of return that reflects the relative risk of
achieving the cash flows and the time value of money. The cost approach, which estimates value by determining the current cost of replacing
an asset with another of equivalent economic utility, was used as appropriate for plant, property and equipment. The cost to replace a given
asset reflects the estimated reproduction or replacement cost for the asset, less an allowance for loss in value due to depreciation. The market
approach, which indicates value for a subject asset based on available market pricing for comparable assets, was utilized in combination with
the income approach for certain acquired investments. Additionally, Alltel historically conducted business operations in certain markets
through non-wholly owned entities (“Managed Partnerships”). The fair value of the noncontrolling interests in these Managed Partnerships as
of the acquisition date of approximately $586 million was estimated by using a market approach. The market approach indicates value based
on financial multiples available for similar entities and adjustments for the lack of control or lack of marketability that market participants
would consider in determining fair value of the Managed Partnerships. The fair value of the majority of the long-term debt assumed and held
was primarily valued using quoted market prices.
The following table summarizes the consideration paid and the allocation of the assets acquired, including cash acquired of $1,044 million,
and liabilities assumed as of the close of the acquisition, as well as the fair value at the acquisition date of Alltel’s noncontrolling partnership
interests:

(dollars in millions)

Assets acquired
Current assets $ 2,760
Plant, property and equipment 3,513
Wireless licenses 9,444
Goodwill 16,242
Intangible assets subject to amortization 2,391
Other acquired assets 2,444
Total assets acquired 36,794

Liabilities assumed
Current liabilities 1,833
Long-term debt 23,929
Deferred income taxes and other liabilities 4,982
Total liabilities assumed 30,744
Net assets acquired 6,050
Noncontrolling interest (458 )
Contributed capital 333
Total cash consideration $ 5,925
Included in the above purchase price allocation is $2,064 million of net assets to be divested as a condition of the regulatory approval as
described below.
Wireless licenses have an indefinite life, and accordingly, are not subject to amortization. The weighted average period prior to renewal of
these licenses at acquisition is approximately 5.7 years. The customer relationships, included in Intangible assets subject to amortization are
being amortized using an accelerated method over 8 years, and other intangibles are being amortized on a straight-line basis or an accelerated
method over a period of 2 to 3 years. Goodwill of approximately $1,363 million is expected to be deductible for tax purposes.
12 B-12
Pro Forma Information

The unaudited pro forma information presents the combined operating results of the Partnership and Alltel, with the results prior to the
acquisition date adjusted to include the pro forma impact of: the elimination of transactions between the Partnership and Alltel; the
adjustment of amortization of intangible assets and depreciation of fixed assets based on the purchase price allocation; the elimination
of merger expenses and management fees incurred by Alltel; and the adjustment of interest expense reflecting the assumption and
partial redemption of Alltel’s debt and incremental borrowing incurred by the Partnership to complete the acquisition of Alltel.

The unaudited pro forma results are presented for illustrative purposes only and do not reflect the realization of potential cost savings,
or any related integration costs. Certain cost savings may result from the merger; however, there can be no assurance that these cost
savings will be achieved. These pro forma results do not purport to be indicative of the results that would have actually been obtained
if the merger had occurred as of January 1, 2008, nor does the pro forma data intend to be a projection of results that may be obtained
in the future.

The following unaudited pro forma consolidated results of operations assume that the acquisition of Alltel was completed as of
January 1, 2008:

Year ended
(dollars in millions) December 31, 2008

Operating revenues $ 58,572

Net income 13,398

Consolidated results of operations reported for the year ended December 31, 2009 were not significantly different than the pro forma
consolidated results of operations assuming the acquisition of Alltel was completed on January 1, 2009.

During the twelve months ended December 31, 2009, we recorded pretax charges of $88 million primarily related to the Alltel
acquisition that were comprised of acquisition related costs recorded in Selling, general and administrative expense in the consolidated
statements of income.

Alltel Debt Acquired

After the completion of the Alltel acquisition and repayments of Alltel debt, including repayments completed through December 31,
2009, approximately $2,334 million principal amount of Alltel debt that is owed to third parties remains outstanding as of
December 31, 2009.

Alltel Divestiture Markets

As a condition of the regulatory approvals by the Department of Justice (“DOJ”) and the FCC that were required to complete the
Alltel acquisition, the Partnership will divest overlapping properties in 105 operating markets in 24 states (the “Alltel Divestiture
Markets”). These markets consist primarily of Alltel operations, but also include the pre-merger, Verizon Wireless-branded operations
of the Partnership in four markets, as well as operations in southern Minnesota and western Kansas that were acquired from Rural
Cellular Corporation (“Rural Cellular”). As of December 31, 2009, total assets to be divested of $2,572 million, principally comprised
of network assets, wireless licenses and customer relationships, and total liabilities to be divested of $135 million are included in
Prepaid expenses and other current assets and Other current liabilities, respectively, on the accompanying consolidated balance sheets
as a result of entering into the transactions described below.

On May 8, 2009, we entered into a definitive agreement with AT&T Mobility LLC (“AT&T Mobility”), a subsidiary of AT&T Inc.
(“AT&T”), pursuant to which AT&T Mobility agreed to acquire 79 of the 105 Alltel Divestiture Markets, including licenses and
network assets for approximately $2.4 billion in cash. On June 9, 2009, we entered into a definitive agreement with Atlantic Tele-
Network, Inc. (“ATN”), pursuant to which ATN agreed to acquire the remaining 26 Alltel Divestiture Markets that were not included
in the transaction with AT&T Mobility, including licenses and network assets for $200 million in cash. The Partnership expects to
close both the AT&T and ATN transactions during the first half of 2010. Completion of each of the foregoing transactions is subject
to receipt of regulatory approvals (See Note 14).

13 B-13
Acquisition of Rural Cellular Corporation
On August 7, 2008, the Partnership acquired 100% of the outstanding common stock and redeemed all of the preferred stock of Rural
Cellular in a cash transaction valued at approximately $1.3 billion. Rural Cellular was a wireless communications service provider
operating under the trade name of “Unicel,” focusing primarily on rural markets in the United States. We believe that the acquisition
has enhanced the Partnership’s network coverage in markets adjacent to its existing service areas and has enabled the Partnership to
achieve operational benefits through realizing synergies in reduced roaming and other operating expenses.
Had this acquisition been consummated on January 1, 2008, the results of Rural Cellular’s acquired operations would not have had a
significant impact on the Partnership’s consolidated net income.
The acquisition of Rural Cellular has been accounted for as a business combination under the purchase method. The following table
summarizes the allocation of the acquisition cost to the assets acquired, including cash acquired of $42 million, and liabilities assumed
as of the acquisition date:
(dollars in millions)
Assets acquired
Wireless licenses $ 1,095
Goodwill 947
Intangible assets subject to amortization 206
Other acquired assets 971
Total assets acquired 3,219

Liabilities assumed
Long-term debt 1,505
Deferred income taxes and other liabilities 398
Total liabilities assumed 1,903
Net assets acquired $ 1,316
As part of its regulatory approval for the Rural Cellular acquisition, the FCC and DOJ required the divestiture of six operating
markets, including all of Rural Cellular’s operations in Vermont and New York as well as its operations in Okanogan and Ferry, WA.
Included in Other acquired assets in the table above are assets that were divested of $485 million. On December 22, 2008, we
exchanged these assets and an additional cellular license with AT&T for assets having a total aggregate value of approximately $495
million.
Other
On May 8, 2009, we entered into an agreement with AT&T to purchase certain assets of Centennial Communications Corporation for
$240 million in cash. Completion of the foregoing transaction is subject to receipt of regulatory approvals.
3. Wireless Licenses, Goodwill and Other Intangibles, Net
The changes in the carrying amount of wireless licenses are as follows:
(dollars in millions) Wireless Licenses (a)

Balance as of January 1, 2008 $ 51,485

Acquisitions 10,644
Capitalized interest on wireless licenses 267
Reclassifications, adjustments and other (4)
Balance as of December 31, 2008 62,392
Acquisitions 9,444
Capitalized interest on wireless licenses 268
Reclassifications, adjustments and other(b) (99)
Balance as of December 31, 2009 $ 72,005

(a) Wireless licenses of approximately $12.2 billion and $12.4 billion were not in service at December 31, 2009 and 2008,
respectively.
(b) Reclassifications, adjustments and other primarily includes the reclassification of wireless licenses associated with the pre-merger
operations of the Partnership that are included in the Alltel Divestiture Markets (see Note 2) and included in Prepaid expenses and
other current assets in the accompanying consolidated balance sheets.
The Partnership evaluated its wireless licenses for potential impairment as of December 15, 2009 and December 15, 2008. These
evaluations resulted in no impairment of the Partnership’s wireless licenses.
14 B-14
On March 20, 2008, the FCC announced the results of Auction 73 of wireless spectrum licenses in the 700 MHz band. The Partnership
was the successful bidder for twenty-five 12 MHz licenses in the A-Block frequency, seventy-seven 12 MHz licenses in the B-Block
frequency and seven 22 MHz licenses (nationwide with the exception of Alaska) in the C-Block frequency, with an aggregate bid
price of $9,363 million. The Partnership has made all required payments to the FCC for these licenses by April 2008. The FCC
granted the Partnership these licenses on November 26, 2008.

The average remaining renewal period of our wireless license portfolio was 8.0 years as of December 31, 2009.

The changes in the carrying amount of goodwill are as follows:

(dollars in millions) Goodwill

Balance as of January 1, 2008 $ –

Acquisitions 957
Reclassifications, adjustments and other (2)
Balance as of December 31, 2008 955
Acquisitions 16,242
Reclassifications, adjustments and other(a) 106
Balance as of December 31, 2009 $ 17,303

(a) Reclassifications, adjustments and other includes adjustments to goodwill associated with the finalization of the Rural Cellular
purchase accounting partially offset by the reclassification of goodwill associated with the pre-merger operations of the
Partnership that are included in the Alltel Divestiture Markets (see Note 2) and included in Prepaid expenses and other current
assets in the accompanying consolidated balance sheets.

Other intangibles, net are included in Deferred charges and other assets, net and consist of the following:

At December 31, 2009 At December 31, 2008

Gross Accumulated Net Gross Accumulated Net
(dollars in millions) Amount Amortization Amount Amount Amortization Amount

Customer lists (6 to 8 years) $ 2,122 $ (497) $ 1,625 $ 226 $ (31) $ 195

Capitalized software (2 to 5 years) 879 (377) 502 816 (476) 340
Other (1 to 3 years) 397 (235) 162 38 (17) 21
Total(a) $ 3,398 $ (1,109) $ 2,289 $ 1,080 $ (524) $ 556

(a) Based on amortizable intangible assets existing at December 31, 2009, the estimated amortization expense for the five succeeding
fiscal years and thereafter is as follows:
2010 $ 679
2011 502
2012 393
2013 311
2014 199
Thereafter 205
Total $ 2,289

At December 31, 2009, the gross amount of Customer lists, Capitalized software and Other include $2,391 million related to the Alltel
acquisition.

15 B-15
4. Fair Value Measurements
The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of December 31, 2009:

(dollars in millions) Level 1 Level 2 Level 3 Total

Assets:
Deferred charges and other assets, net $ – $ 315 $ – $ 315

Investment in Debt Obligations

On June 10, 2008, in connection with the agreement to acquire Alltel, the Partnership purchased from third parties $4,985 million
aggregate principal amount of debt obligations of certain subsidiaries of Alltel for approximately $4,766 million, plus accrued and
unpaid interest. Upon closing of the Alltel acquisition (see Note 2), the $4,781 million investment in Alltel debt, which was classified
as Level 3 at December 31, 2008, became an intercompany loan that is eliminated in consolidation.

The following table provides additional information about our other significant financial instruments:

At December 31, 2009 At December 31, 2008

Carrying Fair Carrying Fair
(dollars in millions) Value Value Value Value
Term notes due to affiliates $ 5,003 $ 5,008 $ 11,748 $ 11,594
Short and long-term debt $ 21,659 $ 23,597 $ 10,382 $ 11,066

The fair value of our term notes due to affiliate is determined based on future cash flows discounted at current rates. The fair value of
our short-term and long-term debt is determined based on quoted market prices or future cash flows discounted at current rates. Our
financial instruments also include cash and cash equivalents, and trade receivables and payables. These financial instruments are short
term in nature and are stated at their carrying value, which approximates fair value.

Derivative Instruments
We have entered into derivative transactions to manage our exposure to fluctuations in foreign currency exchange rates and interest
rates. We employ risk management strategies which may include the use of a variety of derivatives including cross currency swaps
and interest rate swap agreements. We do not hold derivatives for trading purposes.

We measure all derivatives, including derivatives embedded in other financial instruments, at fair value and recognize them as either
assets or liabilities on our consolidated balance sheets. The derivative instruments discussed below are valued using models based on
readily observable market parameters for all substantial terms of our derivative contracts and thus are classified as Level 2. Changes in
the fair values of derivative instruments not qualifying as hedges or any ineffective portion of hedges are recognized in earnings in the
current period. Changes in the fair values of derivative instruments used effectively as fair value hedges are recognized in earnings,
along with changes in the fair value of the hedged item. Changes in the fair value of the effective portions of cash flow hedges are
reported in other comprehensive income (loss) and recognized in earnings when the hedged item is recognized in earnings.

Cross Currency Swaps

During the fourth quarter of 2008, we entered into cross currency swaps designated as cash flow hedges to exchange approximately
$2.4 billion of the net proceeds from the December 18, 2008 offering of British Pound Sterling and Euro denominated debt into U.S.
dollars and to fix our future interest and principal payments in U.S. dollars, as well as mitigate the impact of foreign currency
transaction gains or losses. The fair value of the cross currency swaps were $315 million in an asset position as of December 31, 2009
and $64 million in an asset position and $59 million in a liability position as of December 31, 2008 and are included in Deferred
charges and other assets, net and Other non-current liabilities, respectively, in the consolidated balance sheets. For the years ended
December 31, 2009 and 2008, a pretax $310 million and $5 million gain, respectively, on the cross currency swaps has been
recognized in Other comprehensive income and $135 million and $58 million, respectively, was reclassified from Accumulated other
comprehensive income (loss) to Interest income and other, net to offset the related pretax foreign-currency transaction loss on the
underlying debt obligations.

Alltel Interest Rate Swaps

As a result of the Alltel acquisition, the Partnership acquired seven interest rate swap agreements with a notional value of $9.5 billion
that paid fixed and received variable rates based on three-month and one-month London Interbank Offered Rate (“LIBOR”) with
maturities ranging from 2009 to 2013. We settled all of these agreements using cash generated from operations for a gain that was not
significant. Changes in the fair value of these swaps were recorded in earnings through settlement.

16 B-16
Concentrations of Credit Risk
Financial instruments that subject us to concentrations of credit risk consist primarily of temporary cash investments, trade receivables
and derivative contracts. Our policy is to deposit our temporary cash investments with major financial institutions. Counterparties to
our derivative contracts are also major financial institutions. The financial institutions have all been accorded high ratings by primary
rating agencies. We limit the dollar amount of contracts entered into with any one financial institution and monitor our counterparties’
credit ratings. We generally do not give or receive collateral on swap agreements due to our credit rating and those of our
counterparties. While we may be exposed to credit losses due to the nonperformance of our counterparties, we consider the risk
remote.

5. Noncontrolling Interest

December 31,
(dollars in millions) 2009 2008

Verizon Wireless of the East $ 1,179 $ 1,179

Cellular partnerships 809 513
Noncontrolling interest in consolidated entities $ 1,988 $ 1,692

Verizon Wireless of the East

Verizon Wireless of the East LP is a limited partnership formed in 2002 and is controlled and managed by the Partnership. Verizon
held the noncontrolling interest of Verizon Wireless of the East LP at December 31, 2009 and 2008. Verizon is not allocated any of
the profits of Verizon Wireless of the East LP.

17 B-17
6. Supplementary Financial Information

Supplementary Balance Sheet Information

December 31,
(dollars in millions) 2009 2008

Receivables, Net:
Accounts receivable $ 4,953 $ 4,030
Other receivables 842 578
Unbilled revenue 282 254
6,077 4,862
Less: allowance for doubtful accounts (356) (244)
Receivables, net $ 5,721 $ 4,618

Balance at Additions Balance at

beginning of charged to Write-offs, net of end of the
(dollars in millions) the year expense recoveries year

Accounts Receivable Allowances:

2009 $ 244 $ 696 $ (584) $ 356
2008 217 507 (480) 244
2007 201 395 (379) 217

December 31,
(dollars in millions) 2009 2008

Plant, Property and Equipment, Net:

Land $ 268 $ 148
Buildings (20-40 yrs.) 8,849 7,671
Wireless plant and equipment (3-15 yrs.) 40,862 36,079
Furniture, fixtures and equipment (5 yrs.) 4,245 3,806
Leasehold improvements (5 yrs.) 3,501 2,660
Construction-in-progress(b) 1,979 1,760
59,704 52,124
Less: accumulated depreciation (28,854) (24,988)
Plant, property and equipment , net(a) $ 30,850 $ 27,136

(a) Interest costs of $88 and $62 and network engineering costs of $351 and $250 were capitalized during the years ended
December 31, 2009 and 2008, respectively.
(b) Construction-in-progress includes $784 and $624 of accrued but unpaid capital expenditures as of December 31, 2009 and 2008,
respectively.

December 31,
(dollars in millions) 2009 2008

Accounts Payable and Accrued Liabilities:

Accounts payable and accrued expenses $ 3,633 $ 3,056
Accrued payroll 390 320
Related employee benefits 945 1,320
Taxes payable 516 348
Accrued commissions 385 280
Accrued interest 254 71
Accounts payable and accrued liabilities $ 6,123 $ 5,395

18 B-18
Supplementary Statements of Income Information

For the Years Ended December 31,

(dollars in millions) 2009 2008 2007

Service Revenue:
Voice revenue $ 37,483 $ 31,984 $ 30,630
Data revenue 16,014 10,651 7,386
Total service revenue $ 53,497 $ 42,635 $ 38,016

Advertising and Promotional Costs: $ 2,036 $ 1,779 $ 1,661

Employee Benefit Plans:

Matching contribution expense $ 216 $ 185 $ 174
Profit sharing expense 94 103 92

Depreciation and Amortization:

Depreciation of plant, property and equipment $ 6,545 $ 5,258 $ 5,028
Amortization of other intangibles 802 147 126
Total depreciation and amortization $ 7,347 $ 5,405 $ 5,154

Interest Expense, Net:

Interest expense $ (1,497) $ (490) $ (547)
Capitalized interest 356 329 296
Interest expense, net $ (1,141) $ (161) $ (251)

Supplementary Cash Flows Information

For the Years Ended December 31,

(dollars in millions) 2009 2008 2007

Net cash paid for income taxes $ 384 $ 575 $ 564

Interest paid, net of amounts capitalized 738 90 264

19 B-19
7. Debt
December 31, December 31,
(dollars in millions) Maturities 2009 2008
Debt:
Three-year term loan facility 2010-2011 $ 3,996 $ 4,440
$1,250 million floating rate notes 2011 1,250 –
$2,750 million 3.75% notes 2011 2,750 –
$1,000 million floating rate put/call notes 2011 1,000 –
€650 million 7.625% notes 2011 931 908
$750 million 5.25% notes 2012 750 –
$1,250 million 7.375% notes 2013 1,250 1,250
$3,500 million 5.55% notes 2014 3,500 –
€500 million 8.750% notes 2015 716 699
$2,250 million 8.500% notes 2018 2,250 2,250
£600 million 8.875% notes 2018 970 876
Assumed Alltel notes 2012-2032 2,334 –
Unamortized discount, net (38) (41)
Total debt, including current maturities 21,659 10,382
Less: current maturities (2,998) (444)
Total long-term debt $ 18,661 $ 9,938
Term notes payable to Affiliate(a) :
$2,431 million floating rate promissory note 2009 $ – $ 1,931
$9,363 million floating rate promissory note 2010 5,003 9,363
$750 million fixed rate promissory note 2010 – 454
Total due to affiliates, including current maturities 5,003 11,748
Less: current maturities (5,003) (2,385)
Total long-term due to affiliates $ – $ 9,363

(a) All affiliate term notes are payable to Verizon Financial Services LLC (“VFSL”), a wholly-owned subsidiary of Verizon.
Debt
Verizon Wireless Capital LLC, a wholly-owned subsidiary of the Partnership, is a limited liability company formed under the laws of
Delaware on December 7, 2001 as a special purpose finance subsidiary to facilitate the offering of debt securities of the Partnership by
acting as co-issuer. Other than the financing activities as a co-issuer of the Partnership’s indebtedness, Verizon Wireless Capital LLC
has no material assets, operations or revenues. The Partnership is jointly and severally liable with Verizon Wireless Capital LLC for
co-issued notes, as indicated.
Discounts and capitalized debt issuance costs are amortized using the effective interest method.
During, 2009, the Partnership and Verizon Wireless Capital LLC completed an exchange offer to exchange the privately placed notes
issued in November of 2008, as well as February and May of 2009 for new notes with similar terms.
On June 25, 2009, the Partnership issued $1,000 million in aggregate principal amount of our Put/Call Floating Rate Notes due 2011
(“Put/Call Notes”). The interest on the Put/Call Notes will be equal to the three-month LIBOR plus an applicable margin ranging from
50 to 80 basis points that will be reset quarterly. Commencing on December 27, 2009 and on each quarterly interest payment date
thereafter, both the noteholders and the Partnership have the right to require settlement of all or a portion of these notes at par.
Accordingly, the Put/Call Notes are classified as current maturities in the consolidated balance sheet. As of December 31, 2009,
neither the Partnership nor the note holders have exercised their right to require settlement of any portion of the Put/Call Notes.
On May 22, 2009, the Partnership and Verizon Wireless Capital LLC co-issued $1,250 million in aggregate principal amount floating
rate notes due 2011 that bear interest equal to three-month LIBOR plus 2.60% that will be reset quarterly and $2,750 million in
aggregate principal amount 3.75% notes due 2011 resulting in cash proceeds of $3,989 million, net of discounts and direct issuance
costs (collectively the “May 2009 Notes”).
On February 4, 2009, the Partnership and Verizon Wireless Capital LLC co-issued $750 million in aggregate principal amount 5.25%
notes due 2012 and $3,500 million in aggregate principal amount 5.55% notes due 2014, resulting in cash proceeds of $4,211 million,
net of discounts and direct issuance costs (collectively the “February 2009 Notes”).
On December 19, 2008, the Partnership and Verizon Wireless Capital LLC, as the borrowers, entered into a $17 billion credit facility
(the “Acquisition Bridge Facility”). On December 31, 2008, the Acquisition Bridge Facility was reduced to $12.5 billion. On
January 9, 2009, the Partnership and Verizon Wireless Capital LLC co-borrowed $12,350 million under the Acquisition Bridge
20 B-20
Facility in order to complete the acquisition of Alltel and repay certain of Alltel’s outstanding debt. We used cash generated from
operations and the net proceeds from the sale of the February 2009 Notes, the May 2009 Notes and the Put/Call Notes to repay all of
the $12,350 million of borrowings under the Acquisition Bridge Facility. No borrowings remain outstanding under the Acquisition
Bridge Facility and the commitments under the Acquisition Bridge Facility have been terminated.
Upon completion of the Alltel acquisition and repayments of Alltel debt, including repayments through December 31, 2009, $2,300
million aggregate principal amount of Alltel Corporation notes remained outstanding and were held by third parties. The Alltel
Corporation notes are not guaranteed by the Partnership or by any subsidiary of Alltel and are unsecured. Additionally, under the
terms of a tender offer that was completed on March 20, 2009, $155 million aggregate principal amount of the $190 million 10.375%
Senior PIK Toggle notes co-issued by Alltel Communications and Alltel Communications Finance were tendered and redeemed for
total consideration of $191 million, including accrued interest. As of December 31, 2009, $34 million aggregate principal amount of
these notes remains outstanding.
On December 18, 2008, the Partnership and Verizon Wireless Capital LLC co-issued €650 million 7.625% notes due 2011,
€500 million 8.750% notes due 2015 and £600 million 8.875% notes due 2018. Concurrent with these offerings, we entered into cross
currency swaps to fix our future interest and principal payments in U.S. dollars and exchanged the proceeds of the notes from British
Pounds Sterling and Euros into dollars. The net cash proceeds were $2,410 million, net of discounts and issuance costs. The net
proceeds from the sale of these notes were used in connection with the acquisition of Alltel on January 9, 2009.
On November 21, 2008, the Partnership and Verizon Wireless Capital LLC co-issued a private placement of $1,250 million 7.375%
notes due 2013 and $2,250 million 8.500% notes due 2018, resulting in cash proceeds of $3,451 million, net of discounts and direct
issuance costs. The net proceeds from the sale of these notes were used in connection with the acquisition of Alltel on January 9, 2009.
On September 30, 2008, the Partnership and Verizon Wireless Capital LLC, as co-borrowers, entered into a $4,440 million Three-
Year Term Loan Facility Agreement (the “Three-Year Term Facility”) with a maturity date of September 30, 2011. We borrowed
$4,440 million under the Three-Year Term Facility in order to repay a portion of the 364-day Credit Agreement, as described below.
Borrowings under the Three-Year Term Facility currently bear interest at a variable rate based on LIBOR plus 100 basis points. The
Three-Year Term Facility includes a requirement to maintain a certain leverage ratio. On August 28, 2009, we repaid $444 million of
the Three-Year Term Facility using cash generated from operations, reducing the total outstanding borrowings under this facility to
$3,996 million.
On June 5, 2008, the Partnership entered into a $7,550 million 364-day Credit Agreement. During 2008, we utilized this facility
primarily to complete the purchase of Alltel debt obligations, finance the acquisition of Rural Cellular and repay Rural Cellular debt.
During 2008, the borrowings under this facility were repaid.

Term Notes Payable to Affiliate

On July 30, 2009, the Partnership entered into an amendment of our $9,000 million fixed rate promissory note payable, due August 1,
2009, to VFSL. The fixed rate note, as amended, allows the Partnership to borrow, repay and re-borrow up to a maximum principal
amount of $750 million and extends the maturity date to August 1, 2010. Amounts borrowed under this note bear interest at a rate of
5.8% per annum.

We used cash generated from operations to repay all of the remaining borrowings under a $2,431 million floating rate promissory note
payable to VFSL. No borrowings remained outstanding under this note as of the maturity date of August 1, 2009.

On May 30, 2008, we repaid a $2,500 million fixed rate note due to VFSL with proceeds obtained through intercompany borrowings.

On March 31, 2008, the Partnership signed a floating rate promissory note that permits the Partnership to borrow up to a maximum
principal amount of approximately $9,363 million from VFSL, with a maturity date of March 31, 2010. Amounts outstanding under
this note bear interest at a rate per annum equal to one-month LIBOR plus 28 basis points for each interest period, with the interest
rate being adjusted on the first business day of each month. Proceeds from the note were used to fund the acquisition of wireless
spectrum licenses in the 700 MHz wireless spectrum auction conducted by the FCC. Through December 31, 2009, we used cash
generated from operations to repay $4,360 million of this note. As of December 31, 2009, $5,003 million remained outstanding under
this note (see Note 14).

On February 22, 2008, we repaid a $6,500 million floating rate note with proceeds obtained through intercompany borrowings.

Debt Covenants

As of December 31, 2009, we are in compliance with all of our debt covenants.

21 B-21
Maturities of Long-Term Debt

Maturities of long-term debt outstanding at December 31, 2009 are as follows:

Years (dollars in million)

2010 $ 2,998
2011 6,929
2012 1,550
2013 1,450
2014 3,500
Thereafter 5,270

8. Long-Term Incentive Plan

Verizon Wireless Long Term Incentive Plan (“Wireless Plan”)

The Wireless Plan provides compensation opportunities to eligible employees and other participating affiliates of the Partnership. The
plan provides rewards that are tied to the long-term performance of the Partnership. Under the Wireless Plan, value appreciation rights
(“VARs”) are granted to eligible employees. The aggregate number of VARs that may be issued under the plan is approximately 343
million.

VARs reflect the change in the value of the Partnership, as defined in the plan, similar to stock options. Once VARs become vested,
employees can exercise their VARs and receive a payment that is equal to the difference between the VAR price on the date of grant
and the VAR price on the date of exercise, less applicable taxes. VARs are fully exercisable three years from the date of grant with a
maximum term of 10 years. All VARs were granted at a price equal to the estimated fair value of the Partnership, as defined in the
Wireless Plan, at the date of the grant.

The Partnership employs the income approach, a standard valuation technique, to arrive at the fair value of the Partnership on a
quarterly basis using publicly available information. The income approach uses future net cash flows discounted at market rates of
return to arrive at an estimate of fair value, as defined in the plan.

The following table summarizes the assumptions used in the Black-Scholes model during the years ended December 31, 2009, 2008
and 2007:

2009 2008 2007

Ranges Ranges Ranges
Risk-free rate 0.15% - 1.63% 0.6% - 3.3% 3.2% - 5.1%
Expected term (in years) 0.38 - 2.5 1.2 - 3.0 0.9 - 3.4
Expected volatility 35.37% - 61.51% 33.9% - 58.5% 18.1% - 23.4%

The risk-free rate is based on the U.S. Treasury yield curve in effect at the measurement date. Expected volatility was based on a blend
of the historical and implied volatility of publicly traded peer companies for a period equal to the VARs expected life, ending on the
measurement date, and calculated on a monthly basis. The Partnership does not pay dividends related to the VARs.

For the years ended December 31, 2009, 2008, and 2007, the intrinsic value of VARs exercised during the period was $178 million,
$554 million, and $488 million, respectively.

There were no VARs that became vested during the years ended December 31, 2009 and 2008, respectively. For the year ended
December 31, 2007, the fair value of VARs vested during the period was $716 million.

Cash paid to settle VARs for the years ended December 31, 2009, 2008, and 2007 was $169 million, $549 million, and $452 million,
respectively.

22 B-22
Awards outstanding at December 31, 2009, 2009 and 2007 under the Wireless Plan are summarized as follows:
Weighted Average
Exercise Price Vested
(shares in thousands) VARs (a) of VARs(a) VARs (a)
Outstanding, January 1, 2007 94,467 $ 16.99 52,042
Granted 134 13.89
Exercised (30,848) 15.07
Cancelled/Forfeited (3,341) 24.12
Outstanding, December 31, 2007 60,412 17.58 60,412
Exercised (31,817) 18.47
Cancelled/Forfeited (351) 19.01
Outstanding, December 31, 2008 28,244 16.54 28,244
Exercised (11,442) 16.53
Cancelled/Forfeited (211) 17.63
Outstanding, December 31, 2009 16,591 $ 16.54 16,591

(a) The weighted average exercise price is presented in actual dollars; VARs are presented in actual units.
The following table summarizes the status of the Partnership’s VARs as of December 31, 2009:
VARs Vested & Outstanding(a)
Weighted
Average Remaining Weighted
(shares in thousands) Contractual Life Average
Range of Exercise Prices VARs (Years) Exercise Price
$8.74 - $14.79 10,553 3.70 $ 12.23
$14.80 - $22.19 2,706 1.78 16.77
$22.20 - $30.00 3,332 0.52 30.00
Total 16,591 $ 16.54

(a) As of December 31, 2009 the aggregate intrinsic value of VARs outstanding and vested was $333 million.

Verizon Communications Inc. Long Term Incentive Plan

In May 2009, Verizon shareholders approved the 2009 Verizon Communications Inc. Long-Term Incentive Plan (the “Verizon Plan”)
which permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares,
performance share units and other awards. The maximum number of shares available for awards from the Plan is 115 million shares.
The Verizon Plan amends and restates their previous long-term incentive plan.

Restricted Stock Units

The Verizon Plan provides for grants of Restricted Stock Units (“RSUs”) that generally vest at the end of the third year after the grant.
The RSUs are classified as liability awards because the RSUs will be paid in cash upon vesting. The RSU award liability is measured
at its fair value at the end of each reporting period and, therefore, will fluctuate based on the performance of Verizon’s stock.
Dividend equivalent units are also paid to participants at the time the RSU award is paid, and in the same proportion as the RSU
award.
The Partnership had approximately 3.5 million and 3.7 million RSUs outstanding under the Verizon Plans as of December 31, 2009
and 2008, respectively.

Performance Stock Units

The Verizon Plan also provides for grants of Performance Stock Units (“PSUs”) that generally vest at the end of the third year after
the grant. As defined by the Verizon Plan, the Human Resources Committee of the Board of Directors of Verizon determines the
number of PSUs a participant earns based on the extent to which the corresponding goals have been achieved over the three-year
performance cycle. All payments are subject to approval by the Verizon Human Resources Committee. The PSUs are classified as
liability awards because the PSU awards are paid in cash upon vesting. The PSU award liability is measured at its fair value at the end
of each reporting period and, therefore, will fluctuate based on the price of Verizon’s stock as well as performance relative to the
targets. Dividend equivalent units are also paid to participants at the time that the PSU award is determined and paid, and in the same
proportion as the PSU award.

23 B-23
The Partnership had approximately 5.2 million and 5.5 million PSUs outstanding under the Verizon Plans as of December 31, 2009
and 2008, respectively.

As of December 31, 2009, unrecognized compensation expense related to the unvested portion of the Partnership’s RSUs and PSUs
was approximately $79 million and is expected to be recognized over a weighted-average period of approximately two years.

Stock-Based Compensation Expense

For the years ended December 31, 2009, 2008 and 2007, the Partnership recognized compensation expense for stock based
compensation related to VARs, RSUs and PSUs of $169 million, $19 million and $631 million, respectively.

9. Income Taxes

Provision for Income Taxes

The provision for income taxes consists of the following:

For the Years Ended December 31,

(dollars in millions) 2009 2008 2007

Current tax provision:

Federal $ 356 $ 413 $ 437
State and local 294 213 179
650 626 616
Deferred tax provision:
Federal 335 217 93
State and local (188) (41) 5
147 176 98
Provision for income taxes $ 797 $ 802 $ 714

A reconciliation of the income tax provision computed at the statutory tax rate to the Partnership’s effective tax rate is as follows:

For the Years Ended December 31,

(dollars in millions) 2009 2008 2007

Income tax provision at the statutory rate $ 5,418 $ 4,932 $ 4,051

State income taxes, net of U.S. federal benefit 27 120 130
Interest and penalties 28 (8) 4
Partnership income not subject to federal or state income taxes (4,676) (4,242) (3,471)
Provision for income tax $ 797 $ 802 $ 714

24 B-24
Deferred taxes arise because of differences in the book and tax bases of certain assets and liabilities. The significant components of the
Partnership’s deferred tax assets and (liabilities) are as follows:
December 31,
(dollars in millions) 2009 2008

Deferred tax assets:

Net operating loss carryforward $ 505 $ 149
Valuation allowance (23) (14)
State tax deductions 103 107
Other 262 37
Total deferred tax assets $ 847 $ 279
Deferred tax liabilities:
Intangible assets $ (9,555) $ (5,845)
Plant, property and equipment (1,452) (496)
Other (116) –
Total deferred tax liabilities $ (11,123) $ (6,341)
Net deferred tax asset-current(a) $ 317 $ 151
Net deferred tax liability-non-current (10,593) (6,213)

(a) Included in prepaid expenses and other current assets in the accompanying consolidated balance sheets.
At December 31, 2009, the Partnership had net operating loss carryforwards of $3,329 million. These net operating loss carryforwards
expire at various dates principally from December 31, 2017 through December 31, 2025.

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(dollars in millions)

Balance as of January 1, 2007 $ 70

Additions based on tax positions related to the current year 12
Additions for tax positions of prior years 1
Reductions due to lapse of applicable statute of limitations (16)
Settlements –
Balance as of December 31, 2007 67
Additions based on tax positions related to the current year 25
Additions for tax positions of prior years 16
Reductions due to lapse of applicable statute of limitations (14)
Settlements (17)
Balance as of December 31, 2008 77
Additions based on tax positions related to the current year 212
Additions for tax positions of prior years 222
Reductions due to lapse of applicable statute of limitations (5)
Settlements –
Balance as of December 31, 2009 $ 506

Upon the acquisition of Alltel on January 9, 2009, the Partnership assumed a liability of $222 for unrecognized tax benefits. As of
December 31, 2009, there has been no change in this acquired unrecognized tax benefit liability. It is reasonably possible that the
range of possible outcomes can change by a significant amount and accordingly, an estimate of the range of possible outcomes cannot
be made until issues are further developed or examinations closed.
Included in the total unrecognized tax benefits balance as of December 31, 2009, is $277 million of unrecognized tax benefits that, if
recognized, would favorably affect the effective tax rate. The remaining unrecognized tax benefits relate to temporary items that
would not affect the effective tax rate.
The Partnership had approximately $50 million for the payment of interest and penalties accrued as of December 31, 2009, relating to
the $506 million of unrecognized tax benefits reflected above.

25 B-25
The Partnership or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and local jurisdictions. The
Partnership is generally no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before
1997. The Internal Revenue Service (IRS) is currently examining some of the Partnership’s subsidiaries. As a result of the anticipated
resolution of various income tax matters within the next twelve months, the Partnership believes that it is reasonably possible that the
unrecognized tax benefits may be adjusted. An estimate of the amount of the change attributable to any such settlement cannot be
made at this time.
10. Leases
As Lessee
The Partnership has entered into operating leases for facilities and equipment used in its operations. Lease contracts include renewal
options that include rent expense adjustments based on the Consumer Price Index as well as annual and end-of-lease term adjustments.
Rent expense is recorded on a straight-line basis. The noncancellable lease term used to calculate the amount of the straight-line rent
expense is generally determined to be the initial lease term. Leasehold improvements related to these operating leases are amortized
over the shorter of their estimated useful lives or the noncancellable lease term. For the years ended December 31, 2009, 2008, and
2007, the Partnership recognized rent expense related to payments under these operating leases of $1,149 million, $845 million, and
$737 million, respectively, in Cost of service and $504 million, $391 million, and $339 million, respectively, in Selling, general and
administrative expense in the accompanying consolidated statements of income.
The aggregate future minimum rental commitments under noncancellable operating leases, excluding renewal options that are not
reasonably assured for the periods shown at December 31, 2009, are as follows:
Operating
(dollars in millions) Leases
Years
2010 $ 1,377
2011 1,214
2012 1,034
2013 863
2014 710
Thereafter 4,229
Total minimum payments $ 9,427

11. Other Transactions with Affiliates

In addition to transactions with Affiliates in Note 7, other significant transactions with Affiliates are summarized as follows:
For the Years Ended December 31,
(dollars in millions) 2009 2008 2007
Revenue related to transactions with affiliated companies $ 102 $ 106 $ 105
Cost of service(a) 1,377 1,252 1,139
Certain selling, general and administrative expenses(b) 274 289 165
Interest incurred(c) 66 319 532

(a) Affiliate cost of service primarily represents charges for long distance, direct telecommunication and roaming services provided
by affiliates.
(b) Affiliate selling, general and administrative expenses include charges from affiliates for services provided, including insurance,
leases, office telecommunications, and billing and lockbox services, as well as services billed from the Verizon Service
Organization (“VSO”) and Verizon Corporate Services for functions performed under service level agreements.
(c) Interest costs of $56, $252 and $296 were capitalized in Wireless licenses and Plant, property and equipment, net in the years
ended December 31, 2009, 2008 and 2007, respectively (See Notes 3 and 6).
Receivable from Affiliates, Net
The net amounts due from or payable to affiliates as a result of services provided in the normal course of business are presented in
Due from affiliates, net within Current assets in the consolidated balance sheets.
Distributions to Affiliates
As required under the Partnership Agreement, the Partnership paid tax distributions of $3,138 million, $1,529 million and $1,918
million to our Partners during the years ended December 31, 2009, 2008 and 2007, respectively. In addition to our quarterly tax
distribution to our Partners, our Partners have directed us to make supplemental tax distributions to them, subject to our board of
representatives’ right to reconsider these distributions based on significant changes in overall business and financial conditions. The
26 B-26
Partnership made such supplemental tax distributions in the aggregate amount of $278 million on August 14, 2009 and November 13,
2009, respectively, for a total supplemental distribution of $556 million which is included in the total distributions paid during the year
ended December 31, 2009. Three subsequent annual supplemental tax distributions in the amount of $667 million, comprised of $300
million of Vodafone and $367 million to Verizon in each of 2010, 2011, and 2012 will be paid in equal quarterly installments during
each of those years on the same dates that the established regular quarterly tax distributions are made.
In November 2008, the Partnership provided our Partners with the customary calculation of the aggregate tax distribution of $556
million for the quarter ending September 30, 2008. With respect to this tax distribution, however, Verizon and Vodafone agreed to
defer payment until the first to occur of either distribution by us or the passage of five business days after receipt of a written request
for distribution delivered to us by Verizon or Vodafone. The deferred distribution of $556 million is presented in Due to affiliates
within Current liabilities in the consolidated balance sheet as of December 31, 2008. On April 23, 2009, the Partnership made payment
of the deferred distribution in full (without interest, premium or other adjustment) of the applicable amounts to our Partners. No
deferred distributions remain outstanding as of December 31, 2009.

12. Accumulated Other Comprehensive Income (Loss)

Comprehensive income consists of net income and other gains and losses affecting partners’ capital that, under GAAP, are excluded
from net income. The components of Accumulated other comprehensive income (loss) are as follows:

December 31,
(dollars in millions) 2009 2008

Unrealized gains (losses) on cash flow hedges, net $ 122 $ (53)

Defined benefit pension and postretirement plans (9) (63)
Accumulated other comprehensive income (loss) $ 113 $ (116)

13. Commitments and Contingencies

Under the terms of an agreement entered into among the Partnership, Verizon, and Vodafone on April 3, 2000, Vodafone obtained the
right to require the Partnership to purchase up to an aggregate of $20 billion of Vodafone’s interest in the Partnership, at its then fair
market value. Vodafone did not exercise its redemption rights. Accordingly, $10 billion of partners’ capital classified as redeemable
was reclassified to partners’ capital in the accompanying consolidated statements of changes in partners’ capital in the year ended
December 31, 2007.
The Alliance Agreement contains a provision, subject to specified limitations, that requires Vodafone and Verizon to indemnify the
Partnership for certain contingencies, excluding PrimeCo Personal Communications L.P. contingencies, arising prior to the formation
of the Partnership.
The Partnership is subject to lawsuits and other claims, including class actions and claims relating to product liability, patent
infringement, intellectual property, antitrust, partnership disputes, and relations with resellers and agents. The Partnership is also
defending lawsuits filed against the Partnership and other participants in the wireless industry alleging adverse health effects as a
result of wireless phone usage. Various consumer class action lawsuits allege that the Partnership violated certain state consumer
protection laws and other statutes and defrauded customers through misleading billing practices or statements. These matters may
involve indemnification obligations by third parties and/or affiliated parties covering all or part of any potential damage awards
against the Partnership and/or insurance coverage.
All of the above matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, the
ultimate liability with respect to these matters as of December 31, 2009 cannot be ascertained. The potential effect, if any, on the
consolidated financial statements of the Partnership, in the period in which these matters are resolved, may be material.
In addition to the aforementioned matters, the Partnership is subject to various other legal actions and claims in the normal course of
business. While the Partnership’s legal counsel cannot give assurance as to the outcome of each of these other matters, in
management’s opinion, based on the advice of such legal counsel, the ultimate liability with respect to any of these actions, or all of
them combined, will not materially affect the consolidated financial statements of the Partnership.
Verizon has entered into reimbursement agreements with third-party lenders that permit these lenders to issue letters of credit to third
parties on behalf of the Partnership and our subsidiaries, including Alltel, following the acquisition of Alltel. As of December 31,
2009, an aggregate of $12 million of letters of credit were outstanding on behalf of the Partnership pursuant to those reimbursement
agreements, including approximately $9 million of letters of credit outstanding on behalf of Alltel.
We have commitments primarily to purchase network services, equipment and software from suppliers totaling $251 million. Of this
total amount, $132 million, $47 million, $42 million, $18 million and $12 million are expected to be purchased in 2010, 2011, 2012,
2013 and 2014 and thereafter, respectively.

27 B-27
14. Subsequent Events

Distributions to Affiliates
On February 12, 2010, we paid tax distributions to our Partners of $867 million, including an aggregate tax distribution of $700
million for the quarter ended December 31, 2009 as well as the $167 million supplemental tax distribution.
On May 14, 2010, we paid tax distributions to our Partners of $1,247 million, including an aggregate tax distribution of $1,080 million
for the quarter ended March 31, 2010 as well as the $167 million supplemental tax distribution.

Dispositions

During April 2010, the Partnership received the regulatory approvals necessary to complete the sale of the markets to ATN and
completed the transaction. The Partnership expects to close the transaction with AT&T Mobility during the second quarter of 2010
subject to receipt of regulatory approval.

Debt

Through the date these consolidated financial statements were issued, the Partnership repaid $990 million of borrowings under our
Three-Year Term Facility, reducing the outstanding borrowings under this facility to $3,006 million.

Term Notes Payable to Affiliate

On March 12, 2010, the Partnership and VFSL amended certain provisions of our $9,363 million Auction 73 floating rate note to
extend the term of this note to October 31, 2010. The amendment also requires the repayment of any unpaid principal, plus accrued
interest, with the cash proceeds received from the sale of any Alltel Divestiture Markets within 5 business days of receipt of such cash
proceeds. Amounts outstanding under the amended note will bear interest at a rate of LIBOR plus 1.10% for each interest period.

On April 29, 2010, VFSL waived the mandatory prepayment on the $9,363 million Auction 73 floating rate note with respect to the
cash proceeds from the sale of the markets to ATN provided that the Partnership uses at least $220 million of such proceeds to repay
$220 million of borrowings under our Three-Year Term Facility.

On April 30, 2010, the Partnership and VFSL further amended certain provisions of the $9,363 million Auction 73 floating rate note
such that the note will bear interest at a rate of LIBOR plus 50 basis points beginning retrospectively on April 16, 2010, and begin to
accrue additional margins commencing on specified dates prior to maturity.

Through the date these consolidated financial statements were issued, the Partnership repaid $3,963 million of our $9,363 million
Auction 73 floating rate note, reducing the outstanding borrowings under this note to $1,040 million.

28 B-28
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Representatives and Partners of

Cellco Partnership d/b/a Verizon Wireless:

We have audited the accompanying consolidated balance sheets of Cellco Partnership and subsidiaries d/b/a
Verizon Wireless (the “Partnership”) as of December 31, 2009 and 2008, and the related consolidated statements
of income, cash flows and changes in partners’ capital for each of the three years in the period ended December
31, 2009. These financial statements are the responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial
position of the Partnership and subsidiaries as of December 31, 2009 and 2008, and the results of their operations
and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

New York, New York
March 12, 2010 (June 1, 2010 as to Note 14)

B-29
ADR Payment Information

Fees payable by ADR holders

The Bank of New York Mellon, the depositary, collects its fees for delivery and surrender of ADRs directly from investors
depositing shares or surrendering ADRs for the purpose of withdrawal or from intermediaries acting for them. The depositary
collects fees for making distributions to investors, including in connection with the payment of dividends, by deducting those
fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may
generally refuse to provide fee-attracting services until its fees for those services are paid.

Persons depositing or withdrawing

shares must pay:
$5.00 (or less) per 100 ADRs (or portion of 100 ADRs)
For:
• Issuance of ADRs, including issuances resulting from a
distribution of shares or rights or other property
• Cancellation of ADRs for the purpose of withdrawal, including if
the deposit agreement terminates

$.02 (or less) per ADR (or portion thereof). The current per • Any cash distribution to ADR registered holders
ADR fee to be charged for an interim dividend is $0.01 per
ADR and for a final dividend is $0.02 per ADR.

A fee equivalent to the fee that would be payable if securities • Distribution of securities distributed to holders of deposited
distributed to you had been shares and the shares had been securities which are distributed by the depositary to ADR
deposited for issuance of ADRs registered holders

Registration or transfer fees • Transfer and registration of shares on our share register to or
from the name of the depositary or its agent when you deposit
or withdraw shares

Expenses of the depositary • Cable, telex, facsimile transmissions and delivery expenses
(when expressly provided in the deposit agreement)
• Converting foreign currency to US dollars

Taxes and other governmental charges the depositary or the • As necessary

custodian have to pay on any ADR or share underlying an
ADR, for example, stock transfer taxes, stamp duty or
withholding taxes

Any charges incurred by the depositary or its agents for • As necessary

servicing the deposited securities

C-1
Fees payable by the depositary to the issuer
From 1 April 2009 to 31 December 2009, pursuant to our then-existing fee agreement with the depositary, we received
$650,000 from the depositary for our standard out-of-pocket maintenance costs (including expenses arising out of annual
and interim financial report delivery to holders, corporate action reporting, corporate announcement notifications,
coordinating Depository Trust Company participant searches, engaging in registered holder analysis, coordinating proxy
services, printing ADR certificates, distributing dividend funds and preparing and filing of US and UK tax information). As of 31
December 2009, the depositary’s obligation to pay our out-of pocket maintenance costs up to $650,000 per calendar year
ceased.

We have also agreed with the depositary that it will absorb any of its out-of-pocket maintenance costs for servicing the
holders of the ADRs up to $1 million per calendar year. However, any of the depositary’s out-of-pocket maintenance costs
which exceed the $1 million annual aggregate limit will be reimbursed by us.

The depositary collects fees for the delivery and surrender of ADRs directly from investors depositing shares or surrendering
ADRs for the purpose of withdrawal or from intermediaries acting for them. The depositary also collects fees for making
distributions to investors (including on the payment of dividends by the Company) by deducting those fees from the amounts
distributed or by selling a portion of distributable property to pay the fees. As set out above, pursuant to the deposit
agreement, the depositary may charge up to $0.02 per ADR in respect of dividends paid by us. We have agreed with the
depositary that any dividend fee collected by it is paid to us, net of any dividend collection fee charged by it. We have agreed
with the depositary that it will charge $0.01 per ADR in respect of any interim dividend and $0.02 per ADR in respect of any
final dividend. As at 31 March 2010, we have received approximately $5.6 million arising out of fees charged in respect of
dividends paid.

C-2
 SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused
and authorized the undersigned to sign this annual report on its behalf.

VODAFONE GROUP PUBLIC LIMITED COMPANY

(Registrant)

/s/ R E S Martin
Rosemary E S Martin
Group General Counsel and Company Secretary

Date: 2 June 2010

 Index to Exhibits

Index to Exhibits to Form 20-F for year ended 31 March 2010

1.1 Memorandum, as adopted on June 13, 1984 and including all amendments made on July
28, 2000, July 26, 2005 (incorporated by reference to Exhibit 1 to the Company’s Annual
Report of Form 20-F for the financial year ended March 31, 2006).

1.2 Articles of Association, as adopted on June 30, 1999 and including all amendments made
on July 25, 2001, July 26, 2005, July 25 2006, July 24 2007, July 29 2008 and July 28 2009
of the Company.

2.1 Indenture, dated as of February 10, 2000, between the Company and Citibank, N.A. as
Trustee, including forms of debt securities (incorporated by reference to Exhibit 4(a) of
Amendment No. 1 to the Company’s Registration Statement on Form F-3, dated November
24, 2000).

2.2 Agreement of Resignation, Appointment and Acceptance dated as of July 24, 2007, among
the Company, Citibank N.A. and the Bank of New York (incorporated by reference to
Exhibit 2.2 to the Company’s Annual Report of Form 20-F for the financial year ended
March 31, 2008).

2.3 Eighth supplemental Trust Deed dated July 10, 2009, between the Company and the Law
Debenture Trust Corporation p.l.c. further modifying the provisions of the Trust Deed dated
July 16, 1999 relating to a €30,000,000,000 Euro Medium Term Note Programme
4.1 Agreement for US $5,525,000,000 5 year Revolving Credit Facility (subsequently increased
by accession of further lenders to US$5,925,000,000), dated 24 June 2004, among the
Company and various lenders, as amended and restated on 24 June 2005 by a
Supplemental Agreement (incorporated by reference to Exhibit 4.1 to the Company’s
Annual Report on Form 20-F for the financial year ended March 31, 2006)
4.2 Lender Accession Agreement with Merrill Lynch International Bank Limited, effective as of
May 8, 2007 (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on
Form 20-F for the financial year ended March 31, 2007).
4.3 Agreement for US$4,675,000,000 7 year Revolving Credit Facility (subsequently increased
by accession of further lenders to US$5,025,000,000), dated June 24, 2005, among the
Company and various lenders, (incorporated by reference to Exhibit 4.2 to the Company’s
Annual Report on Form 20-F for the financial year ended March 31, 2006)
4.4 Lender Accession Agreement with Merrill Lynch International Bank Limited, effective as of
May 8, 2007 (incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on
Form 20-F for the financial year ended March 31, 2007).
4.5 Vodafone Group Long Term Incentive Plan (incorporated by reference to Exhibit 4.5 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).

4.6 Vodafone Group Short Term Incentive Plan (incorporated by reference to Exhibit 4.6 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).

4.7 Vodafone Group 1999 Long Term Stock Incentive Plan (incorporated by reference to
Exhibit 4.7 to the Company’s Annual Report on Form 20-F for the financial year ended
March 31, 2001).
 Index to Exhibits

4.8 Vodafone Group 1998 Company Share Option Scheme (incorporated by reference to
Exhibit 4.8 to the Company’s Annual Report on Form 20-F for the financial year ended
March 31, 2001).

4.9 Vodafone Group 1998 Executive Share Option Scheme (incorporated by reference to
Exhibit 4.9 to the Company’s Annual Report on Form 20-F for the financial year ended
March 31, 2001).

4.10 Vodafone Group 2005 Global Incentive Plan (incorporated by reference to Exhibit 4.8 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006).

4.11 Service Contract of Andrew Halford (incorporated by reference to Exhibit 4.16 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006).

4.12 Agreement for Services for Sir John Bond (incorporated by reference to Exhibit 4.13 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2007).

4.13 Letter of Appointment of Dr. John Buchanan (incorporated by reference to Exhibit 4.11 to
the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003).

4.14 Letter of Appointment of Anne Lauvergeon (incorporated by reference to Exhibit 4.22 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006).

4.15 Letter of Appointment of Luc Vandevelde (incorporated by reference to Exhibit 4.22 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2004).

4.16 Letter of Appointment of Anthony Watson (incorporated by reference to Exhibit 4.26 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006).

4.17 Letter of Appointment of Philip Yea (incorporated by reference to Exhibit 4.27 to the
Company’s Annual Report for the financial year ended March 31, 2006).

4.18 Service contract of Vittorio Colao (incorporated by reference to Exhibit 4.22 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2009).

4.19 Letter of appointment of Alan Jebson (incorporated by reference to Exhibit 4.23 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2007).

4.20 Letter of appointment of Nick Land (incorporated by reference to Exhibit 4.24 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2007).

4.21 Letter of appointment of Simon Murray (incorporated by reference to Exhibit 4.25 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2008).

4.22 Letter of Appointment of Sam Jonah (incorporated by reference to Exhibit 4.26 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2009).

4.23 Service contract of Michel Combes (incorporated by reference to Exhibit 4.27 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2009).

4.24 Service contract of Stephen Pusey (incorporated by reference to Exhibit 4.28 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2009).

4.25 Letter of indemnification for Andy Halford

4.26 Letter of indemnification for Michel Combes

4.27 Letter of indemnification for Steve Pusey

 Index to Exhibits

4.28 Letter of indemnification for Dr. John Buchanan

4.29 Letter of indemnification for Philip Yea

4.30 Letter of indemnification for Luc Vandevelde

4.31 Agreement for US$4,315,000,000 3 year Revolving Credit Facility dated 29 July 2008 among
the Company and various lenders. (incorporated by reference to Exhibit 4.29 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2009)

4.32 Notice of cancellation dated 28 July 2008 in respect of the US$5,525,000,000 Revolving
Credit Facility dated 24 June 2004 (as amended and restated by a Supplemental
Agreement dated 24 June 2005). (incorporated by reference to Exhibit 4.30 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2009)

7. Computation of ratio of earnings to fixed charges for the years ended March 31, 2010,
2009, 2008, 2007, and 2006.

8. The list of the Company’s subsidiaries is incorporated by reference to note 12 to the

Consolidated Financial Statements included in the Annual Report.

12. Rule 13a – 14(a) Certifications.

13. Rule 13a – 14(b) Certifications. These certifications are furnished only and are not filed as
part of the Annual Report on Form 20-F.

15.1 Consent letter of Deloitte LLP, London.

15.2 Consent letter of Deloitte LLP, New York.

15.3 Capitalisation and Indebtedness table.

 Exhibit 1.2

Company Number: 1833679

The Companies Acts

Public Company Limited by Shares

ARTICLES OF ASSOCIATION

OF

VODAFONE GROUP PUBLIC LIMITED COMPANY

 Exhibit 1.2

TABLE OF CONTENTS

Article No. Page No.

Preliminary Articles
Table A and other standard regulations do not apply 1 1

The meaning of words and phrases used in the Articles 2 1

Share Capital
Form of the Company’s share capital 3 7

Fixed Rate Shares

Right of Fixed Rate Shares to profits 4 8
Right of Fixed Rate Shares to capital 5 8
Voting rights of Fixed Rate Shares 6 9
Varying the rights of Fixed Rate Shares 7 9

Changing Capital
The power to increase capital 8 10
Application of the Articles to new shares 9 10
The power to change capital 10 10
Fractions of shares 11 10
The power to reduce capital 12 11
Buying back shares 13 11

Shares
The special rights of new shares 14 11
The directors’ power to deal with shares 15 12
The directors’ authority to allot “relevant securities” and “equity 16 12
securities”
Power to pay commission and brokerage 17 13
Renunciations of allotted but unissued shares 18 14
No trusts or similar interests recognised 19 14

Shares in Uncertificated Form

Holding shares in uncertificated form and effect of the CREST 20 14
Regulations

Share Certificates
Certificates 21 15
Replacement share certificates 22 16

Calls on Shares
The directors can make calls on shares 23 16
The liability for calls 24 17
Interest and expenses on unpaid calls 25 17

-i-
 Exhibit 1.2

Article No. Page No.

Sums which are payable when a share is allotted are treated as a 26 17

call
Calls can be for different amounts 27 17
Paying calls early 28 17

Forfeiting Shares
Notice following non-payment of a call 29 18
Contents of the notice 30 18
Forfeiture if the notice is not complied with 31 18
Forfeiture will include unpaid dividends 32 18
Dealing with forfeited shares 33 18
Cancelling forfeiture 34 19
The position of shareholders after forfeiture 35 19

Liens on Partly Paid Shares

The Company’s lien on shares 36 19
Enforcing the lien by selling the shares 37 19
Using the proceeds of the sale 38 20
Evidence of forfeiture or enforcement of lien 39 20

Changing Shares Rights

Changing the special rights of shares 40 20
More about the special rights of shares 41 21

Transferring Shares
Share transfers 42 21
More about transfers of shares in certificated form 43 21
The Company can refuse to register certain transfers 44 22
Closing the Register 45 22
Overseas branch registers 46 23

Persons Automatically Entitled to Shares by Law

When a shareholder dies 47 23
Registering personal representatives 48 23
A person who wants to be registered must give notice 49 23
Having another person registered 50 23
The rights of people automatically entitled to shares by law 51 24

Shareholders Who Cannot Be Traced

Shareholder who cannot be traced 52 24

General Meetings
The Annual General Meeting 53 25

Calling a General Meeting 54 25

Notice of General Meetings 55 25

- ii -
 Exhibit 1.2

Article No. Page No.

Proceedings at General Meetings

The chairman of a General Meeting 56 26
Security, and other arrangements at General Meetings 57 27
Overflow meeting rooms 58 27
The quorum needed for General Meetings 59 27
The procedure if there is no quorum 60 28
Adjourning meetings 61 28
Amending resolutions 62 28

Voting Procedures
How votes are taken 63 28
How a poll is taken 64 29
Where there cannot be a poll 65 29
A General Meeting continues after a poll is demanded 66 29
Timing of a poll 67 29
The chairman’s casting vote 68 30
The effect of a declaration by the chairman 69 30

Voting Rights
The votes of shareholders 70 30
Shareholders who owe money to the Company 71 30
Suspension of rights on non-disclosure of interest 72 31
Votes of shareholders who are of unsound mind 73 33
The votes of joint holders 74 33

Proxies
Appointment of proxies 75 34
Completing proxy forms 76 34
Delivering proxy forms 77 35
Cancellation of proxy’s authority 78 36
Authority of proxies 79 36
Representatives of companies 80 36
Challenging votes 81 36

Directors
The number of directors 82 37
Qualification to be a director 83 37
Directors’ fees and expenses 84 37
Special pay 85 37
Directors’ expenses 86 38
Directors’ pensions and other benefits 87 38
Appointing directors to various posts 88 38

Changing Directors

Retiring directors 89 39

- iii -
 Exhibit 1.2

Article No. Page No.

Eligibility for re-election 90 39

Re-electing a director who is retiring 91 39
Election of two or more directors 92 39
People who can be directors 93 39
The power to fill vacancies and appoint extra directors 94 40
Removing and appointing directors by an ordinary resolution 95 40
When directors are disqualified 96 40

Directors’ Meetings
Directors’ meetings 97 41
Who can call directors’ meetings 98 41
How directors’ meetings are called 99 41
Quorum 100 41
The Chairman of directors’ meetings 101 42
Voting at directors’ meetings 102 42
Directors can act even if there are vacancies 103 42
Directors’ meetings by video conference and telephone 104 42
Directors’ written resolutions 105 43
The validity of directors’ actions 106 43

Directors’ Interests
Authorisation of directors’ interests 107 43
Directors may have interests 108 44
Restrictions on quorum and voting 109 45
Confidential information 110 47
Directors’ interests – general 111 47

Directors’ Committees
Delegating powers to committees 112 48
Committee procedure 113 48

Directors’ Powers
The directors’ management powers 114 48
The power to establish local boards 115 49
The power to appoint attorneys 116 49
Borrowing powers 117 50
Borrowing restrictions 118 50

Alternate Directors
Alternate directors 119 51

The Secretary
The Secretary and Deputy and Assistant Secretaries 120 52

The Seal
The Seal 121 53

- iv -
 Exhibit 1.2

Article No. Page No.

Authenticating Documents
Establishing that documents are genuine 122 54

Reserves
Setting up reserves 123 54

Dividends
No dividends are payable except out of profits 124 54
Final dividends 125 55
Fixed and interim dividends 126 55
Dividends not in cash 127 55
Calculation and currency of dividends 128 55
Deducting amounts owing from dividends and other money 129 56
Payments to shareholders 130 56
Record dates for payments and other matters 131 57
Dividends which are not claimed 132 57
Waiver of dividends 133 57

Capitalising Reserves
Capitalising reserves 134 58

Scrip Dividends
Ordinary Shareholders can be offered the right to receive extra 135 58
shares instead of cash dividends

Accounts
Accounting and other records 136 61
Location and inspection of records 137 61
Sending copies of accounts and other documents 138 61

Auditors
Actions of auditors 139 62
Auditors at General Meetings 140 62

Communications with Shareholders

Serving and delivering notices and other documents 141 62
Notices to joint holders 142 62
Notices for shareholders with foreign addresses 143 63
When notices are served 144 63
Serving notices and documents on shareholders who have died or 145 63
are bankrupt
If documents are accidentally not sent or the postal services are 146 64
suspended
Signature or authentication of documents 147 64

-v-
 Exhibit 1.2

Article No. Page No.

Minutes and Records

Minutes 148 65
Availability of records for inspection and notifying the Registrar of 149 65
Companies

Winding Up
Directors’ power to petition 150 65
Distribution of assets in kind 151 66

Destroying Documents
Destroying documents 152 66

Directors’ Liabilities
Indemnity 153 67
Insurance and Defence funding 154 68

Share Warrants
Issue of Share Warrants 155 69
Directors can accept a certificate instead of a Share Warrant 156 69
Requesting a Share Warrant 157 70
Replacing Share Warrants 158 70
Rights of the Bearer 159 70
Bearers of Share Warrants participating in securities offers 160 71
Communications with Bearers of Share Warrants 161 71
Issuing shares to which the Share Warrant relates 162 72

ADR Depositary
ADR Depositary can appoint proxies 163 72
The ADR Depositary must keep a Proxy Register 164 73
Appointed Proxies can only attend General Meetings if properly 165 73
appointed
Rights of Appointed Proxies 166 73
Sending information to an Appointed Proxy 167 73
The Company can pay dividends to an Appointed Proxy 168 74
The Proxy Register may be fixed at a certain date 169 74
The nature of an Appointed Proxy’s interest 170 74
Validity of the appointment of Appointed Proxies 171 74

Rights and Restrictions Attached to the B Shares

Definitions 172 75
Income 173 76
Capital 174 77
Redemption 175 77
Initial B Share Dividend 176 78
Voting at General Meetings 177 78
Purchase of Shares 178 78

- vi -
 Exhibit 1.2

Article No. Page No.

Class Rights 179 79

Form 180 79
Deletion of Articles 172 to 181 when no B Shares in existence 181 79

Rights and Restrictions Attached to the Deferred Shares

Income 182 79
Capital 183 79
Redemption 184 80
Attendance and Voting at General Meetings 185 80
Form 186 80
Class Rights 187 80
Transfer and Purchase 188 81
Deletion of Articles 182 to 189 when no Deferred Shares in 189 81
existence

Approved Depositaries
Appointments 190 81
Rights of Nominated Proxies 191 82

Glossary 83

- vii -
 Exhibit 1.2

Company Number: 1833679

The Companies Acts

Company Limited by Shares

ARTICLES OF ASSOCIATION

Adopted on 28 July 2009 pursuant to a Special Resolution passed on 28 July 2009.

of
VODAFONE GROUP PUBLIC LIMITED COMPANY

PRELIMINARY ARTICLES

1 Table A and other standard regulations do not apply

The regulations in Table A of the Companies Act 1948, and any similar regulations in the
Companies Acts do not apply to the Company.

2 The meaning of words and phrases used in the Articles

2.1 The following table gives the meaning of certain words and phrases as they are used in
these Articles. However, the meaning given in the table does not apply if that is
inconsistent with the context in which a word or phrase appears. After the Articles there is
a Glossary which explains various words and phrases. The Glossary is not part of the
Memorandum or Articles, and it does not affect their meaning. Throughout the Articles,
those words and expressions explained in this Article 2.1 are printed in bold and those
explained in the Glossary are printed in italics.

Words and Phrases Meaning

Act This means any act of Parliament, enactment or statutory
legislation.
Adjusted Total of Capital This is defined in Article 118.2.
and Reserves

-1-
 Exhibit 1.2

Words and Phrases Meaning

ADR Depositary A custodian or other person or persons approved by the
directors who:
holds shares in the Company under arrangements where
either the custodian or some other person issues
American Depositary Receipts which evidence American
Depositary Shares representing shares in the Company;
and/or
is appointed by or on behalf of the Company to hold Share
Warrants.
alternate director This is defined in Article 119.1.
American Depositary These represent shares in the Company and are
Shares evidenced by American Depositary Receipts.
American Depositary These represent American Depositary Shares either
Receipts physically or in the form of Direct Registration Receipts.
Appointed Proxy This is defined in Article 163.1.
Appointed Number The number of Depositary Shares to which each
appointment as a Nominated Proxy relates.
Approved Depositary This means someone appointed:
to hold the Company’s shares or any rights or interests in
any of the Company’s shares; and
to issue securities, documents of title or other documents
which evidence that the holder of them owns or is entitled
to receive the shares, rights or interests held by the
Approved Depositary.
A nominee acting for someone appointed to do these
things will also be treated as an Approved Depositary.
But the arrangements for the Approved Depositary to do
the things described above must be approved by the
directors. The trustees of any scheme or arrangements for
or principally for the benefit of employees of the Group will
also be treated as an Approved Depositary unless the
directors decide otherwise. References in the Articles to
an Approved Depositary or to shares held by it refer only
to an Approved Depositary and to its shares held in its
capacity as an Approved Depositary.
approved transfer This is defined in Article 72.11, for the purposes of Article
72.
Articles The Company’s Articles of Association, including any
changes made to them.
Associated Company This is defined in Article 154.6.
Bearer This is defined in Article 155.1.

-2-
 Exhibit 1.2

Words and Phrases Meaning

Borrowings This is defined in Article 118.2.
class meeting This is defined in Article 40.1.
Common Seal Any seal which the Company may have under the
Companies Acts and which the Company may use to
execute documents.
Companies Act 1985 The Companies Act 1985, as amended by the Companies
Act 1989 and the Companies Act 2006.
Companies Act 2006 The company law provisions of the Companies Act 2006
(as defined therein), for the time being in force.
Companies Acts The Companies Acts as defined in Section 2 of the
Companies Act 2006 (where provisions are for the time
being in force), the CREST Regulations and other
legislation relating to companies and affecting the
Company (including any orders, regulations or other
subordinated legislation made under them) in force from
time to time.
Companies Communications The meaning of companies communications provisions is
Provisions given in the Companies Acts.
company Includes any company, corporate body and any corporation
established anywhere in the world.
company representative This is defined in Article 80.
the Company Vodafone Group Public Limited Company.
CREST Regulations The Uncertificated Securities Regulations 2001.
default shares This is defined in Article 72.1, for the purposes of Article 72.
Depositary Shares The total number of Ordinary Shares which are registered
in the name of the Approved Depositary or its nominee at
that time.
Direct Registration Receipt An American Depositary Receipt in uncertificated form,
the ownership of which is recorded in the Direct
Registration System.
Direct Registration System The system maintained by the ADR Depositary in which
the ADR Depositary records the ownership of Direct
Registration Receipts.
direction notice This is defined in Article 72.3 for the purposes of Article 72.
elected shares This is defined in Article 135.10.
equity securities The meaning of equity securities is given in Section 94
Companies Act 1985.
equity shares Shares in the capital of the Company which are regarded
as equity share capital pursuant to Section 744
Companies Act 1985.

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 Exhibit 1.2

Words and Phrases Meaning

Fixed Rate Shares The 7 per cent cumulative fixed rate shares of £1 each in
the Company.
Group This is defined in Article 118.2, for the purposes of Article
118.
London Stock Exchange London Stock Exchange plc.
Memorandum The Memorandum of Association of the Company.
Nominated Proxy Each person the Approved Depositary has appointed as
a proxy under Article 190.1.
Nominated Proxy Register This is defined in Article 190.2, for the purposes of Articles
190 and 191.
non equity securities Securities which are not equity securities.
operator CRESTCo Limited or any other operator of a relevant
system under the CREST Regulations.
Ordinary Shareholder A holder of the Company’s Ordinary Shares.
Ordinary Shares Ordinary shares of US$0.113/7 each in the Company.
paid-up share or other Includes a share or other security which is treated or
security credited as paid up.
pay Includes any kind of reward or payment for services.
prescribed period This is defined in Article 16.5, for the purposes of Article 16.
Procedural Resolution A resolution or question put to the vote of a General
Meeting of a procedural nature (such as a resolution on a
simple clerical amendment to correct an obvious error in a
Substantive Resolution, a resolution to adjourn a General
Meeting or a resolution on the choice of chairman of a
General Meeting).
proxy form This includes any document, electronic form or website
based form which appoints a proxy.
Proxy Register This is defined in Article 164.1.
recognised clearing house A clearing house granted recognition under the Financial
Services and Markets Act 2000.
recognised investment An investment exchange granted recognition under the
exchange Financial Services and Markets Act 2000.
Record Date This is defined in Article 169.1, for the purposes of Article
169.
Record Time This is defined in Article 191.4, for the purposes of Article
191.
Register The Company’s register of members.

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 Exhibit 1.2

Words and Phrases Meaning

Registered Office The Company’s registered office or in the case of sending
or supplying any document or information by electronic
means or by means of a website in accordance with the
Companies Acts and these Articles, the address stated
for the purpose of receiving such document or information
by electronic means or by means of a website.
Relevant Company This is defined in Article 154.1, for the purposes of Article
154.
relevant securities The meaning of relevant securities is given in Section 80 of
the Companies Act 1985.
relevant system A relevant system under the CREST Regulations whose
operator allows shares or other securities of the
Company to be transferred using that system.
relevant value This is defined in Article 135.5, for the purposes of Article
135.
rights of any share The rights attached to a share when it is issued, or
afterwards.
rights issue This is defined in Article 16.5, for the purposes of Article 16.
Secretary Any person appointed by the directors to do work as the
company secretary including where the context allows any
assistant or deputy secretary.
securities offer This is defined in Article 160.3, for the purposes of Article
160.
Securities Seal An official seal kept by the Company for sealing securities
issued by the Company, or for sealing documents creating
or evidencing securities so issued, as permitted by the
Companies Acts.
Share Warrant A share warrant to bearer issued by the Company.
shareholder A holder of the Company’s shares.
shareholders’ meeting A meeting of shareholders including both a General
Meeting of the Company and a class meeting.
shares Shares which are in issue at the relevant time.
sterling The currency of the United Kingdom.
subsidiary A subsidiary as defined in Section 1159 of the Companies
Act 2006.
subsidiary undertaking A subsidiary undertaking as defined in Section 1162 of the
Companies Act 2006.
Substantive Resolution Any resolution or question put to the vote of a General
Meeting which is not a Procedural Resolution.

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 Exhibit 1.2

Words and Phrases Meaning

takeover offer A takeover offer as defined in Section 974 of the
Companies Act 2006.
terms of a share The terms on which a share was issued.
Transfer Office The place where the Register is kept or in the case of
sending or supplying any document or information by
electronic means or by means of a website in accordance
with the Companies Acts and these Articles, the address
stated for the purpose of receiving such document or
information by electronic means or by means of a website.
UK Listing Authority The Financial Services Authority in its capacity as the
competent authority for official listing under Part VI of the
Financial Services and Markets Act 2000.
United Kingdom Great Britain and Northern Ireland.
US dollars The currency of the United States of America.
working day A day on which banks in the United Kingdom are
generally open for business, excluding Saturdays, Sundays
and public holidays.
2.2 References to a debenture include debenture stock and references to a debenture
holder include a debenture stockholder.

2.3 Where the Articles refer to a person who is automatically entitled to a share by law, this
includes a person who is entitled to the share as a result of the death, or bankruptcy, of a
shareholder.

2.4 Words which refer to a single number also refer to plural numbers, and the other way
around.

2.5 Words which refer to males also refer to females and to other persons.

2.6 References to a person or people include companies, unincorporated associations and

so on.

2.7 References to officers include directors, managers and the Secretary, but not the
Company’s auditors.

2.8 References to the directors are to the board of directors unless the way in which
directors is used does not allow this meaning.

2.9 Any headings in these Articles are only included for convenience. They do not affect the
meaning of the Articles.

2.10 When an Act or the Articles are referred to, the version which is current at any particular
time will apply.

2.11 Where the Articles give any power or authority to anybody, this power or authority can be
used on any number of occasions, unless the way in which the word is used does not allow
this meaning.

2.12 Any word or phrase which is defined in the Companies Acts (excluding any modification
to them by a further Act which is not in force when these Articles are adopted) means the

-6-
 Exhibit 1.2

same in the Articles, unless the Articles define it differently, or the way in which the word
or phrase is used is inconsistent with the definition given in the Companies Acts.

2.13 Where the Articles say that anything can be done by passing an ordinary resolution, this
can also be done by passing a special resolution.

2.14 Where the Articles refer to changing the amount of shares this means doing any or all of
the following:

• subdividing the shares into other shares with a smaller nominal value;

• consolidating the shares into other shares with a larger nominal value; and

• dividing shares which have been consolidated into shares with a larger nominal
value than the original shares had.

2.15 Where the Articles refer to any document being made effective this means being signed,
sealed, authenticated or executed in some other legally valid way.

2.16 Where the Articles refer to months or years, these are calendar months or years.

2.17 Articles which apply to fully-paid shares can also apply to stock. References in those
Articles to share or shareholder include stock or stockholder.

2.18 Where the Articles refer to shares in certificated form, this means that ownership of the
shares can be transferred using a transfer document (rather than in accordance with the
CREST Regulations) and that a share certificate is usually issued to the owner.

2.19 Where the Articles refer to shares in uncertificated form, this means that ownership of
the shares can be transferred in accordance with the CREST Regulations without using a
transfer document and that no share certificate is issued to the owner.

2.20 Where the Articles refer to a period of clear days, the period does not include the date
the notice is delivered, or treated as being delivered, nor the date of the General Meeting
or other relevant event.

2.21 The expressions “hard copy form”, “electronic form” and “electronic means” shall have
the same respective meanings as in the Company Communications Provisions.

2.22 The term address when used in relation to communications via electronic means or by
means of a website includes any number or address used for the purposes of such
communication.

2.23 Where the Articles refer to anything that should be in writing, this means it should be
written or produced by any substitute for writing (including anything in electronic form) or
partly one and partly another.

SHARE CAPITAL

3 Form of the Company’s share capital

1
The Company’s share capital at the date when these Articles are adopted is
£9,990,050,000 and U.S.$7,800,000,000. This is made up of 50,000 7 per cent. cumulative

1
On 21 July 1999 the share capital of the Company was increased to £50,000 and US$4,080,000,000 by the creation of
an additional 32,640,000,000 ordinary shares of US$0.10 each.

-7-
 Exhibit 1.2

fixed rate shares of £1 each 38,563,935,574 B Shares of 15 pence each, 28,036,064,426

Deferred Shares of 15 pence each and 68,250,000,000 ordinary shares of U.S.$0.113/7
each.

FIXED RATE SHARES

4 Right of Fixed Rate Shares to profits

4.1 If the Company has profits which are available for distribution and the directors resolve
that these should be distributed, the holders of the Fixed Rate Shares are entitled, before
the holders of any other class of shares, to be paid in respect of each financial year or
other accounting period of the Company a fixed cumulative preferential dividend
(“preferential dividend”) at the rate of 7 per cent. per annum on the nominal value of the
Fixed Rate Shares which is paid up or treated as paid up.

4.2 Subject to Article 4.3 below, the preferential dividend will be paid yearly, on 31 March in
respect of each financial year ending on or before that date. If this date is not a working
day, the payment will be made on the next working day.

4.3 When the Company has to calculate a dividend on the Fixed Rate Shares for a period
other than a calendar year ending on 31 March (being another accounting period, the first
dividend period arising for the Fixed Rate Shares or otherwise), the daily dividend rate will
be worked out by dividing the yearly dividend rate by 365 days. This daily rate will then be
multiplied by the actual number of days which have passed in the relevant period, but not
including the date of payment, to give the amount payable for that period.

4.4 Except as provided in this Article, the Fixed Rate Shares do not have any other right to
share in the Company’s profits.

5 Right of Fixed Rate Shares to capital

5.1 If the Company is wound up (but in no other circumstances involving a repayment of
capital or distribution of assets to shareholders whether by reduction of capital, redeeming
or buying back shares or otherwise), the holders of the Fixed Rate Shares will be entitled,
before the holders of any other class of shares to:

• repayment of the amount paid up or treated as paid up on the nominal value of

each Fixed Rate Share;

• the amount of any dividend which is due for payment on, or after, the date the
winding up commenced which is payable for a period ending on or before that date.
This applies even if the dividend has not been declared or earned;

The share capital of the Company was increased to £50,000 and US$7,800,000,000 by the creation of an additional
37,200,000,000 ordinary shares of US$0.10 each with effect from 9 February 2000.
Following the admission to the Official List of the consolidated Ordinary Shares, the share capital of the Company was
altered to £9,990,050,000 and US$7,800,000,000 divided into 50,000 Fixed Rate Shares of £1 each, 66,600,000,000 B
3
Shares of 15 pence each and 68,250,000,000 Ordinary Shares of 11 /7 cents each on 31 July 2006.
On 7 August 2006, the share capital of the Company was altered following the conversion of 28,036,064,426 B Shares
of 15 pence each into 28,036,064,426 Deferred Shares of 15 pence each in accordance with the Company’s Articles of
Association.

-8-
 Exhibit 1.2

• any arrears of dividend on any Fixed Rate Shares held by them. This applies even
if the dividend has not been declared or earned; and

• a proportion of any dividend in respect of the financial year or other accounting

period which began before the winding up commenced but ends after that date.
The proportion will be the amount of the dividend that would otherwise have been
payable for the period which ends on that date. This applies even if the dividend
has not been declared or earned.

5.2 If there is a winding up to which Article 5.1 applies, and there is not enough to pay the
amounts due on the Fixed Rate Shares, the holders of the Fixed Rate Shares will share
what is available in proportion to the amounts to which they would otherwise be entitled.
The holders of the Fixed Rate Shares will be given preference over the holders of other
classes of shares which rank behind them in sharing in the Company’s assets.

5.3 Except as provided in this Article 5, the Fixed Rate Shares do not have any other right to
share in the Company’s surplus assets.

6 Voting rights of Fixed Rate Shares

6.1 The holders of the Fixed Rate Shares are only entitled to receive notice of General
Meetings, or to attend, speak and vote at General Meetings, as set out below.

• If a resolution is to be proposed at the General Meeting to wind up the Company,

they are entitled to receive notice of the General Meeting and can attend, but are
not entitled to speak or vote.

• If a resolution is to be proposed at the General Meeting which would vary or

abrogate the rights attached to the Fixed Rate Shares, they are entitled to receive
notice of the General Meeting and are entitled to attend, speak and vote but only in
respect of such resolution or any motion to adjourn the General Meeting before
such resolution is voted on.

6.2 If the holders of the Fixed Rate Shares are entitled to vote at a General Meeting, each
holder present in person or by proxy (or, being a company, by a company
representative) has one vote on a show of hands and on a poll every holder who is
present in person or by proxy (or, being a company, by a company representative) shall
have one vote in respect of each fully paid Fixed Rate Share.

7 Varying the rights of Fixed Rate Shares

The rights of the holders of the Fixed Rate Shares will be regarded as being varied or
abrogated if any resolution is passed for the reduction of the amount of capital paid up on
the Fixed Rate Shares but not for the repayment of the Fixed Rate Shares at par.

Accordingly, this can only take place if:

• holders of at least three quarters in nominal value of the Fixed Rate Shares agree
in writing; or

• a special resolution is passed at a separate class meeting by the holders of the

Fixed Rate Shares approving the proposal,

in accordance with Article 40.

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 Exhibit 1.2

CHANGING CAPITAL

8 The power to increase capital

The shareholders can increase the Company’s share capital by passing an ordinary
resolution. The resolution must fix the:

• amount of the increase;

• nominal value of the new shares; and

• currency or currencies in which the nominal value of such shares is to be

expressed.

9 Application of the Articles to new shares

The provisions of the Articles about allotment, payment of calls, transfers, automatic
entitlement by law, forfeiture, lien and all other things apply to new shares under Article 8
in the same way as if they were part of the Company’s existing share capital.

10 The power to change capital

The shareholders can pass ordinary resolutions to do any of the following:

• consolidate, or consolidate and then divide, all or any part of the Company’s share
capital into new shares of a larger nominal value than the existing shares;

• cancel any shares which have not been taken, or agreed to be taken, by any
person at the date of the resolution, and reduce the amount of the Company’s
share capital by the amount of the cancelled shares;

• divide some or all of the shares into shares which are of a smaller nominal value
than is fixed in the Memorandum. This is subject to any restrictions under the
Companies Acts. The resolution can provide that, as between the shares
resulting from such sub-division, different rights and restrictions which the
Company can apply to new shares may apply to all or any of the different divided
shares.

11 Fractions of shares
11.1 If any shares are consolidated or divided, the directors have power to deal with any
fractions of shares which result or any other difficulty that arises. If the directors decide to
sell any shares representing fractions, they must do so for the best price reasonably
obtainable and distribute the net proceeds of sale among shareholders in proportion to
their fractional entitlements in accordance with their rights and interests. The directors can
sell to any person (including the Company, if the Companies Acts allow this) and can
authorise any person to transfer those shares to the buyer or in accordance with the
buyer’s instructions. The buyer does not need to take any steps to see how any money he
paid is used. Nor will his ownership be affected if the sale was irregular or invalid in any
way.

- 10 -
 Exhibit 1.2

11.2 So far as the Companies Acts allow, when shares are consolidated or divided, the
directors can treat a shareholder’s shares which are held in certificated form and in
uncertificated form as separate shareholdings. The directors can also arrange for any
shares which result from a consolidation or division and which represent rights to fractions
of shares to be entered in the Register as shares in certificated form where this makes
it easier to sell them.

12 The power to reduce capital

The Company’s shareholders can pass a special resolution to reduce in any way:

• the Company’s share capital; or

• any capital redemption reserve, share premium account or other undistributable

reserve.

This is subject to any restrictions under the Companies Acts.

13 Buying back shares

The Company can buy back, or agree to buy back in the future, any shares of any class
(including redeemable shares) in accordance with the Companies Acts. However, if the
Company has other shares in issue which are admitted to the official list maintained by
the UK Listing Authority and which are convertible at any time into the class of equity
shares to be repurchased, the holders of the convertible shares must first pass a special
resolution approving the buy-back at a separate class meeting. A resolution is not
required, however, if the terms on which the convertible shares were issued allow the buy-
back.

SHARES

14 The special rights of new shares

14.1 If the Company issues new shares, the new shares can have any rights or restrictions
attached to them. The rights can take priority over the rights of existing shares, or
existing shares can take priority over them, or the new shares and the existing shares
can rank equally. These rights and restrictions can apply to sharing in the Company’s
profits or assets. Other rights and restrictions can also apply, for example to the right to
vote.

14.2 The powers conferred by Article 14.1 are subject to the provisions of Article 14.5.

14.3 The rights and restrictions referred to in Article 14.1 can be decided by an ordinary
resolution passed by the shareholders. The directors can also take these decisions if they
do not conflict with any resolution passed by the shareholders.

14.4 If the Companies Acts allow this, the rights of any new shares can include rights for the
holder and/or the Company to have them redeemed.

14.5 The ability to attach particular rights and restrictions to new shares may be restricted by
special rights previously given to holders of any existing shares.

- 11 -
 Exhibit 1.2

15 The directors’ power to deal with shares

15.1 The directors can decide how to deal with any shares which have not been issued. The
directors can:

• allot them on any terms, which can include the right to transfer the allotment to
another person before any person has been entered on the Register. This is
known as the right to renounce the allotment (see also Article 18);

• grant options to give people a right to acquire shares in the future; or

• dispose of the shares in any other way.

15.2 The directors are free to decide with whom they deal, when they deal with the shares, and
the terms on which they deal.

15.3 For the purposes of Article 15.1, the directors must comply with:

• the provisions of the Companies Acts relating to authority, pre-emption rights and
other matters; and

• any resolution of a General Meeting which is passed under the Companies Acts.

16 The directors’ authority to allot “relevant securities” and “equity securities”

16.1 This Article regulates the authority of the directors to allot relevant securities and their
power to allot equity securities for cash.

16.2 The directors are authorised, generally and without conditions, under Section 80 of the
Companies Act 1985, to allot relevant securities. They are authorised to allot them for
any prescribed period. The maximum amount of relevant securities which the directors
can allot in each prescribed period is the Section 80 Amount.

16.3 Under the directors’ general authority in Article 16.2, they have the power to allot equity
securities, entirely paid for in cash, free of the restriction in Section 89(1) of the
Companies Act 1985. They have the power to allot them for any prescribed period.
There is no maximum amount of equity securities which the directors can allot when the
allotment is in connection with a rights issue. In all other cases, the maximum amount of
equity securities which the directors can allot is the Section 89 Amount.

16.4 During any prescribed period, the directors can make offers and enter into agreements
which would, or might, require shares or other securities to be allotted after that period has
ended.

16.5 For the purposes of this Article:

• rights issue means an offer of equity securities which is open for a period
decided on by the directors to the people who are registered on a particular date
(chosen by the directors) as holders of:

(i) Ordinary Shares, in proportion to their holdings of Ordinary Shares; and

(ii) other classes of equity securities or non equity securities which give
them the right to receive the offer in accordance with their rights.

However, the directors can do the following things (and the issue will still be treated
as a rights issue for the purpose of this Article if they do so):

- 12 -
 Exhibit 1.2

• sell any fractions of equity securities to which people would be entitled

and keep the net proceeds for the Company’s benefit or make other
appropriate arrangements to deal with such fractions;

• make the rights issue subject to any limits or restrictions which the
directors think are necessary or appropriate to deal with legal or practical
problems under the laws of any territory, or under the requirements of any
recognised regulatory body, or stock exchange, in any territory or as a
result of shares being represented by American Depositary Shares; or

• treat a shareholder’s holdings in certificated form and uncertificated

form as separate shareholdings.

• prescribed period means in the first instance the period ending on the date of the
Annual General Meeting in 2000 or on 24 August 2000, whichever is the earlier.
After this, the prescribed period means a period of no more than five years fixed
by the shareholders by passing a resolution at a General Meeting. The
shareholders can, by passing further resolutions, renew or extend this power
(including the first prescribed period), for periods of no more than five years each.
Such resolutions can take the form of:

• an ordinary resolution fixing a period under Article 16.2; or

• a special resolution fixing a period under Article 16.3; or

• a special resolution fixing identical periods under Article 16.2 and under
Article 16.3; or

• a special resolution fixing different periods under Article 16.2 and under
Article 16.3.

• The Section 80 Amount for the first prescribed period is that fixed at the
Extraordinary General Meeting of the Company held on 24 May 1999, being
U.S.$816,000,000. For any subsequent prescribed period the Section 80
Amount is that stated in a relevant resolution passed by the shareholders at a
General Meeting.

• The Section 89 Amount for the first prescribed period is that fixed at the
Extraordinary General Meeting of the Company held on 24 May 1999, being
U.S.$30,223,864. For any subsequent prescribed period the Section 89 Amount
is that stated in a relevant special resolution passed by the shareholders at a
General Meeting.

• In working out any maximum amounts of securities referred to in this Article, the
nominal value of rights to subscribe for shares, or to convert any securities into
shares, will be taken as the nominal value of the shares which would be allotted if
the subscription or conversion takes place.

17 Power to pay commission and brokerage

17.1 The Company can use all the powers given by the Companies Acts to pay commission or
brokerage to any person who:

• applies, or agrees to apply, for any new shares; or

- 13 -
 Exhibit 1.2

• gets anybody else to apply, or agree to apply for, any new shares.

17.2 The rate per cent or amount of the commission paid or agreed to be paid must be
disclosed as required by the Companies Acts and must not exceed 10 per cent of the
price at which the shares in respect of which the commission is paid are issued (or an
equivalent amount).

18 Renunciations of allotted but unissued shares

Where a share has been allotted to a person but that person has not yet been entered on
the Register, the directors can recognise a transfer (called a renunciation) by that person
of his right to the share in favour of some other person. The ability to renounce allotments
only applies if the terms on which the share is allotted are consistent with renunciation.
The directors can impose terms and conditions regulating renunciation rights and can allow
renunciation rights to be participating securities (as defined in the CREST Regulations) in
their own right.

19 No trusts or similar interests recognised

19.1 The Company will only be affected by, or recognise, a current and absolute right to whole
shares. The fact that any share, or any part of a share, may not be owned outright by the
registered owner is not of any concern to the Company, for example if a share is held on
any kind of trust.

19.2 The only exception to what is said in Article 19.1 is for any right:

• which is expressly given by these Articles; or

• which the Company has a legal duty to recognise.

SHARES IN UNCERTIFICATED FORM

20 Holding shares in uncertificated form and effect of the CREST Regulations

20.1 Subject to the Articles and so far as the Companies Acts allow this, the directors can
decide that any class of shares can:

• be held in uncertificated form and that title to such shares can be transferred
using a relevant system; or

• no longer be held and transferred in uncertificated form.

20.2 These Articles do not apply to shares of any class which are held in uncertificated form
to the extent that the Articles are inconsistent with the:

• holding of shares of that class in uncertificated form;

• transfer of title to shares of that class by means of a relevant system; or

• CREST Regulations.

- 14 -
 Exhibit 1.2

SHARE CERTIFICATES

21 Certificates
21.1 When a shareholder is first registered as the holder of any class of shares in certificated
form, he is entitled to receive, free of charge, one certificate for all the shares in
certificated form of that class which he holds. If he holds shares of more than one class
in certificated form, he is entitled to receive a separate share certificate for each class.

21.2 The Company must also observe any requirements of the CREST Regulations when
issuing share certificates. Where the Companies Acts allow, the Company does not need
to issue share certificates.

21.3 If a shareholder receives more shares in certificated form of any class he is entitled,
without charge, to another certificate for the additional shares.

21.4 If a shareholder transfers part of his shares covered by a certificate, he is entitled, free of
charge, to a new certificate for the balance if the balance is also held in certificated form.
The old certificate will be cancelled.

21.5 The Company does not have to issue more than one certificate for any share in
certificated form, even if that share is held jointly.

21.6 When the Company delivers a certificate to one joint holder of shares in certificated
form, this is treated as delivery to all of the joint shareholders.

21.7 If requested in writing to do so, the Company can deliver a certificate to a broker or agent
who is acting for a person who is buying shares in certificated form, or who is having
shares transferred to him in certificated form.

21.8 The directors can decide how share certificates are made effective. For example, they can
be:

• signed by two directors or one director and the Secretary;

• sealed with the Common Seal or the Securities Seal (or in the case of shares on
a branch Register, an official seal for use in the relevant territory); or

• printed, in any way, with a copy of the signature of those directors and the
Secretary. The copy can be made or produced mechanically, electronically or in
any other way the directors approve.

21.9 A share certificate must state the number and class of shares to which it relates and the
amount paid-up on those shares. It cannot be for shares of more than one class.

21.10 If all the issued shares of the Company, or a particular class of shares, are fully paid up
and rank equally with each other for all purposes, none of those shares will (unless the
directors pass a resolution to the contrary) have a distinguishing number as long as it
remains fully paid up and ranks equally for all purposes with all the shares of the same
class which are issued and fully paid up.

21.11 The time limit for the Company to prepare a share certificate for shares in certificated
form is:

• one month after the allotment of a new share;

- 15 -
 Exhibit 1.2

• five working days after a valid transfer of fully-paid shares is presented for
registration;

• two months after a valid transfer of partly-paid shares is presented for registration;
or

• where a request relating to Share Warrants has been made in accordance with
Article 162.1, as set out in Article 162.3.

21.12 Article 21.11 only applies to the extent that the terms of issue of shares do not provide
otherwise.

21.13 Share certificates will also be prepared and sent earlier where either the London Stock
Exchange or the UK Listing Authority requires it.

22 Replacement share certificates

22.1 If a shareholder has four or more share certificates for shares of the same class which
are in certificated form, he can ask the Company for these to be cancelled and replaced
by a single new certificate. The Company must comply with this request, without making a
charge for doing so.

22.2 A shareholder can ask the Company to cancel and replace a single share certificate with
two or more certificates, for the same total number of shares. The Company, upon the
payment by the shareholder of a reasonable sum determined by the directors, must
comply with this request.

22.3 A shareholder can ask the Company for a new certificate if the original is:

• damaged or defaced; or

• lost, stolen, or destroyed.

22.4 If a certificate has been damaged or defaced, the Company can require satisfactory
evidence and for the certificate to be delivered to it before issuing a replacement. If a
certificate is lost, stolen or destroyed, the Company can require satisfactory evidence,
together with an indemnity, before issuing a replacement. In each case the directors can
impose such other terms as they think fit.

22.5 The directors can require the shareholder to pay the Company’s exceptional out-of-
pocket expenses for issuing any share certificates under Article 22.3.

22.6 Any one joint shareholder can request replacement certificates under this Article.

CALLS ON SHARES

23 The directors can make calls on shares

The directors can call on shareholders to pay any money which has not yet been paid to
the Company for their shares. This includes both the nominal value of the shares and any
premium which may be payable. If the terms of issue of the shares allow this, the
directors can:

• make calls as often, and whenever, they think fit;

- 16 -
 Exhibit 1.2

• decide when and where the money is to be paid;

• decide that the money can be paid by instalments; or

• wholly or partly revoke or postpone any call.

A call is treated as having been made as soon as the directors pass a resolution
authorising it.

24 The liability for calls

24.1 A shareholder who has received at least 14 days’ notice giving details of the amount
called, the time (or times) and place or address for payment must pay the call as required
by the notice. Joint shareholders are liable jointly and severally to pay any money called
for in respect of their shares.

24.2 A shareholder due to pay the amount called shall still have to pay the call even if, after the
call was made, he transfers the shares to which the call related.

25 Interest and expenses on unpaid calls

If a call is made and the money due remains unpaid, the shareholder is liable to pay
interest on the money and any expenses incurred by the Company because of his failure
to pay the call on time. The interest will run from the day the money is due until it has
actually been paid. The yearly interest rate will be a reasonable rate fixed by the directors
(or, where they do not fix a reasonable rate, 10 per cent). The directors can decide not to
charge any or all of such expenses and interest.

26 Sums which are payable when a share is allotted are treated as a call
If the terms of a share require any money to be paid at the time the share is allotted, or at
any fixed date (whether in relation to the nominal value of the shares or any premium
which may apply), then the liability to pay the money will be treated in the same way as a
liability for a valid call for money on shares which is due on the same date. If this money is
not paid, everything in the Articles relating to non-payment of calls applies. This includes
Articles which allow the Company to forfeit or sell shares and to claim interest.

27 Calls can be for different amounts

On an issue of shares, if the terms of such shares allow, the directors can decide that
allottees or the subsequent holders of such shares can be called on to pay different
amounts, or that they can be called on at different times.

28 Paying calls early

28.1 The directors can accept payment in advance of some or all of the money due from a
shareholder before he is called on to pay the money. The directors can agree to pay
interest on money paid in advance until it would otherwise be due to the Company at a
rate (up to a maximum yearly interest rate of 10 per cent) agreed between the directors
and the shareholder.

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 Exhibit 1.2

28.2 The money which is paid in advance in this way shall not be included in calculating the
dividend payable on the shares in respect of which the money paid in advance has been
paid.

FORFEITING SHARES

29 Notice following non-payment of a call

Articles 29 to 39 apply if a shareholder fails to pay the whole amount of a call, or an
instalment of a call, by the date on which it is due. The directors can serve a notice on him
any time after the date on which the call or the instalment is due, if the whole amount
immediately due has not been paid.

30 Contents of the notice

A notice served under Article 29 must:

• demand payment of the amount immediately payable, plus any interest;

• give a date by when the total must be paid, but this must be at least 14 days after
the notice is served on the shareholder;

• state where the payment(s) must be made; and

• state that if the full amount demanded is not paid by the time and at the place or
address stated, the Company can forfeit the shares on which the call or instalment
was due.

31 Forfeiture if the notice is not complied with

If a notice served under Article 29 is not complied with, the shares to which it relates can
be forfeited at any time while any amount (including interest) is still outstanding. This is
done by the directors passing a resolution stating that the shares have been forfeited.

32 Forfeiture will include unpaid dividends

All dividends which are due on (and other money payable in respect of) the forfeited
shares, but not yet paid, will also be forfeited.

33 Dealing with forfeited shares

33.1 The directors can sell, dispose of or re-allot any forfeited share on any terms and in any
way that they decide. The Company may keep the consideration received from doing this.
The directors can, if necessary, authorise any person to transfer a forfeited share to any
other person and may cause such other person to be registered as the holder of the share.

33.2 The new shareholder’s ownership of the share will not be affected if the steps taken to
forfeit the share, or the sale or disposal of the share, were invalid or irregular, or if
anything that should have been done was not done, and the new shareholder is not
obliged to enquire as to how the purchase money (if any) is used.

- 18 -
 Exhibit 1.2

34 Cancelling forfeiture
34.1 After a share has been forfeited, the directors can cancel the forfeiture. But they can only
do this before the share has been sold, re-allotted or disposed of. This can be on any
terms that they decide.

34.2 If a share has not been sold or disposed of after three years from the date of forfeiture, the
directors must cancel the share.

35 The position of shareholders after forfeiture

35.1 A shareholder loses all rights in connection with forfeited shares. If the shares are in
certificated form, he must surrender any certificate for those shares to the Company for
cancellation. A person is still liable to pay calls which have been made, but not paid, before
the forfeiture of his shares. He must also pay interest on the unpaid amount (at the rate of
interest which was payable on the unpaid amount before the forfeiture) until it is paid. If no
interest was payable before the forfeiture on the unpaid amount, the directors can fix the
rate of interest on the unpaid amount, but it must not be more than 10 per cent a year, until
it is paid.

35.2 The shareholder continues to be liable for all claims and demands which the Company
could have made relating to the forfeited share. He is not entitled to any credit for the
value of the share when it was forfeited or for money received by the Company under
Article 33, unless the directors decide to allow credit for all or any of that value. The
directors may also decide to waive any payment due either completely or in part.

LIENS ON PARTLY PAID SHARES

36 The Company’s lien on shares

The Company has a lien on all partly-paid shares. This lien has priority over claims of
others to the shares and extends to all dividends and other money payable on the shares
or in respect of them. This lien is for any money owed to the Company for the shares. The
directors can decide to give up any lien which has arisen or that any share for a specified
period of time be entirely or partly exempt from this Article. They can also decide to
suspend any lien which would otherwise apply to particular shares. Unless otherwise
agreed, the registration of a transfer of any share over which the Company has a lien
shall operate as a waiver of that lien.

37 Enforcing the lien by selling the shares

37.1 If the directors want to enforce the lien referred to in Article 36, they can sell some or all of
the shares in any way they decide. The directors can authorise someone to transfer the
shares sold. But they cannot sell the shares until all of the following conditions are met:

• the money owed by the shareholder must be immediately payable;

• the directors must have given a notice in writing to the shareholder. This notice
must say how much is due. It must also demand that this money is paid, and say
that the shareholder’s shares can be sold if the money is not paid;

- 19 -
 Exhibit 1.2

• the notice in writing must have been sent to or served on the shareholder, or on
any person who is automatically entitled to the shares by law; and

• the money has not been paid by at least 14 days after the notice has been served.

37.2 The new shareholder’s ownership of the share will not be affected if the sale or disposal
of the share was invalid or irregular, or if anything that should have been done was not
done and is not obliged to enquire as to how the purchase money (if any) is used.

38 Using the proceeds of the sale

If the directors sell any shares under Article 37, the net proceeds will first be used to pay
off the amount which is then payable to the Company. The directors will pay any money
left over to the former shareholder, or to any person who would otherwise be
automatically entitled to the shares by law provided that the Company’s lien will also
apply to any money left over, to cover any money still due to the Company which is not yet
payable: the Company has the same rights over this money as it had over the shares
immediately before they were sold. If the shares are in certificated form, the Company
need not pay over anything left under this Article until the certificate representing the
shares sold has been delivered to the Company for cancellation.

39 Evidence of forfeiture or enforcement of lien

A director, or the Secretary, can make a statutory declaration declaring:

• that he is a director or the Secretary of the Company;

• that a share has been properly forfeited or sold to satisfy a lien under the Articles;
and

• when the share was forfeited or sold.

This will be conclusive evidence of these facts which cannot be disputed as against all
persons claiming to be entitled to the share.

CHANGING SHARE RIGHTS

40 Changing the special rights of shares

40.1 If the Company’s share capital is split into different classes of share, and if the
Companies Acts allow this and unless the Articles or rights attached to any class of
share say otherwise, the special rights which are attached to any of these classes of
share can be varied or abrogated if this is approved by a special resolution in accordance
with Articles 40 and 41. This must be passed at a separate meeting of the holders of the
relevant class of shares. This is called a class meeting. Alternatively, the holders of at
least three-quarters of the existing shares of the relevant class (by nominal value) can give
their consent in writing.

40.2 The special rights of a class of shares can be varied or abrogated while the Company is a
going concern, or while the Company is being wound up, or if winding up is being
considered.

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 Exhibit 1.2

40.3 All the Articles relating to General Meetings apply, with any necessary changes, to a
class meeting, but with the following adjustments:

• At least two people who hold (or who act as proxies for) at least one third of the
total nominal value of the existing shares of the class are a quorum. However, if
this quorum is not present at an adjourned class meeting, one person who holds
shares of the class, or his proxy, is a quorum, regardless of the number of shares
he holds.

• Anybody who is personally present, or who is represented by a proxy, can demand

a poll.

• On a poll, the holders of shares will have one vote for every share of the class
which they hold.

40.4 This Article also applies to the variation or abrogation of special rights of shares forming
part of a class. Each part of the class which is being treated differently is viewed as a
separate class in operating this Article.

41 More about the special rights of shares

The special rights of shares or of any class of shares are not regarded as varied or
abrogated if:

• new shares are created, or issued, which rank equally with or behind those shares
or that class of shares in sharing in profits or assets of the Company;

• the Company redeems or buys back its own shares.

But this does not apply if the terms of the shares or class of shares expressly provide
otherwise.

TRANSFERRING SHARES

42 Share transfers
42.1 Unless the Articles provide otherwise, any shareholder can transfer some or all of his
shares to another person.

42.2 Every transfer of shares in certificated form must be in writing, and either in the usual
standard form, or in any other form approved by the directors.

42.3 Transfers of uncertificated shares are to be carried out using a relevant system and
must comply with the CREST Regulations.

43 More about transfers of shares in certificated form

43.1 The transfer form for shares in certificated form must be delivered to the Transfer Office
(or any other place the directors may decide). The directors may refuse to recognise a
transfer unless the transfer form:

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 Exhibit 1.2

• has with it the share certificate for the shares to be transferred and any other
evidence which the directors ask for to prove that the person wishing to make the
transfer is entitled to do this;

• is properly stamped (for payment of stamp duty) where this is required;

• is being used to transfer only one class of shares; and

• is in favour of not more than four joint holders.

43.2 However, if a transfer is by a recognised clearing house or its nominee or by a

recognised investment exchange, a share certificate is only needed if a certificate has
been issued for the shares in question.

43.3 If the share being transferred is a fully paid-up share, a share transfer form must be
signed by the person making the transfer. If the transfer is being made by a company, the
share transfer form does not need to be under that company’s seal.

43.4 If the share being transferred is not a fully paid-up share a share transfer form must also
be signed by the person to whom the share is being transferred. If the transfer is being
made to a company, the transfer form does not need to be under that company’s seal.

43.5 The person making a transfer of shares will be treated as continuing to be the
shareholder until the name of the person to whom a share is being transferred is put on
the Register for that share.

43.6 No fee is payable to the Company for transferring shares or registering changes relating
to the ownership of shares.

44 The Company can refuse to register certain transfers

44.1 The directors can refuse to register a transfer of any shares in certificated form which are
not fully paid-up. If any of those shares are admitted to the official list maintained by the
UK Listing Authority, the directors cannot refuse to register a transfer if this would stop
dealings in the shares from taking place on an open and proper basis.

44.2 If the directors decide not to register a transfer of a share, they must notify in writing the
person to whom such share was to be transferred and the person intending to transfer
such share, of the decision not to register the transfer. Such notice shall give reasons for
the decision to refuse registration. This must be done no later than two months after the
Company receives either the transfer (in the case of a share in certificated form) or the
operator instruction (in the case of a share in uncertificated form).

45 Closing the Register

The directors can decide to suspend the registration of transfers by closing the Register.
This can be for part of a day, a day, or more than a day. Suspension periods can vary
between different classes of shares. But the Register cannot be closed for more than 30
days a year. In the case of shares in uncertificated form, the Register must not be
closed without the consent of the operator of a relevant system.

- 22 -
 Exhibit 1.2

46 Overseas branch registers

The Company can use all the powers that the Companies Acts give to keep an overseas
branch register. The directors can make and change any regulations they decide on
relating to this register, as long as the Companies Acts allow this.

PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW

47 When a shareholder dies

47.1 When a sole shareholder dies (or a shareholder who is the last survivor of joint
shareholders dies), his legal personal representatives will be the only people whom the
Company will recognise as being entitled to his shares.

47.2 If a shareholder who is a joint shareholder dies, the remaining joint shareholder or
shareholders will be the only people who the Company will recognise as being entitled to
his shares.

47.3 This Article does not discharge the estate of any joint shareholder from any liability.

48 Registering personal representatives

A person who becomes automatically entitled to a share by law can either be registered as
the shareholder, or can select some other person to whom the share is to be transferred.
The person who is automatically entitled by law must provide any evidence of his
entitlement which is reasonably required by the directors.

49 A person who wants to be registered must give notice

If a person who is automatically entitled to shares by law wants to be registered as a
shareholder, he must deliver or send a notice to the Company saying that he has made
this decision. He must sign or authenticate this notice in accordance with Article 147, and it
must be in the form which the directors require. This notice will be treated as a transfer
form and all of the provisions of these Articles about registering transfers of shares apply
to it. The directors have the same power to refuse to register the automatically entitled
person as they would have had in deciding whether to register a transfer by the person
who was previously entitled to the shares.

50 Having another person registered

If a person who is automatically entitled to a share by law wants the share to be
transferred to another person, he must do the following:

• for a share in certificated form sign a transfer form to the person he has selected;
and

• for a share in uncertificated form transfer such share using a relevant system.

The directors have the same power to refuse to register the person selected as they would
have had in deciding whether to register a transfer by the person who was previously
entitled to the shares.

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 Exhibit 1.2

51 The rights of people automatically entitled to shares by law

51.1 A person who is automatically entitled to a share by law is entitled to any dividends or
other money relating to the share, even though he is not registered as the holder of that
share. However, if the directors have served a notice on any such person requesting him
to choose between registering himself or transferring the share, and such person does not
comply with the notice within 90 days, the directors can withhold the dividend and other
money until the notice has been properly complied with.

51.2 Unless and until he is registered as a shareholder the person automatically entitled to a
share by law is not entitled:

• to receive notices of General Meetings, or to attend or vote at these meetings; and

• (subject to Article 51.1) to any of the other rights and benefits of being a
shareholder,

unless the directors decide to allow this.

SHAREHOLDERS WHO CANNOT BE TRACED

52 Shareholder who cannot be traced

52.1 The Company can sell any shares at the best price reasonably obtainable if:

• during the previous 12 years, at least three dividends on the shares have been
payable and none has been claimed;

• after this 12-year period, the Company announces that it intends to sell the shares
by placing an advertisement in a United Kingdom national newspaper and in a
newspaper appearing in the area which includes the address held by the
Company for serving notices relating to the shares; and

• during this 12-year period, and for three months after the last advertisement
appears in the newspapers, the Company has received no indication as to the
whereabouts or existence of the shareholder or any person who is automatically
entitled to the shares by law.

52.2 To sell any shares in this way, the Company can authorise any person to transfer the
shares. This transfer will be just as effective as if it had been made by the registered
holder of the shares, or by a person who is automatically entitled to the shares by law.
The ownership of the person to whom the shares are transferred will not be affected even
if the sale is irregular or invalid in any way.

52.3 The net sale proceeds belong to the Company until claimed under this Article, but it must
pay these to the shareholder who could not be traced, or to the person who is
automatically entitled to the shares by law, if that shareholder, or that other person, asks
for it.

52.4 The Company must record the name of that shareholder, or the person who was
automatically entitled to the shares by law, as a creditor for this money in its accounts. The
money is not held on trust, and no interest is payable on the money. The Company can
keep any money which it has earned on the net sale proceeds. The Company can use the
money for its business, or it can invest the money in any way that the directors decide. But

- 24 -
 Exhibit 1.2

the money cannot be invested in the Company’s shares, or in the shares of any holding
company of the Company.

52.5 In the case of uncertificated shares, this Article is subject to any restrictions which apply
under the CREST Regulations.

GENERAL MEETINGS

53 The Annual General Meeting

Except as provided in the Companies Acts, the Company must hold an Annual General
Meeting once in each period of six months beginning with the day following the
Company’s accounting reference date, in addition to any other General Meetings which
are held in the year. The notice calling the Annual General Meeting must say that the
meeting is the Annual General Meeting. The Annual General Meeting must be held in
accordance with the Companies Acts. The directors must decide when and where to hold
the Annual General Meeting.

54 Calling a General Meeting

The directors can decide to call a General Meeting at any time. General Meetings must
also be called promptly in response to a requisition by shareholders under the
Companies Acts. If a General Meeting is not called in response to such a request by
shareholders, it can be called by the shareholders who requested the General Meeting
in accordance with the Companies Acts. Any General Meeting requisitioned in this way by
shareholders shall be called in the same manner as nearly as possible to that in which
General Meetings are called by the directors. The directors must decide when and where
to hold a General Meeting.

55 Notice of General Meetings

55.1 At least 21 clear days’ notice in writing must be given for every Annual General Meeting.
For every other General Meeting at least 14 clear days’ notice in writing must be given.

However, a shorter period of notice can be given:

• for an Annual General Meeting, if all the shareholders entitled to attend and vote
agree; or

• for any other General Meeting, if a majority of the shareholders entitled to attend
and vote agree and those shareholders hold at least 95 per cent by nominal value
of the shares which can be voted at the meeting.

55.2 Any notice of General Meeting must state:

• where the General Meeting is to be held;

• the date and time of the General Meeting;

• the general nature of the business of the General Meeting;

• if any resolution will be proposed as a special resolution; and

- 25 -
 Exhibit 1.2

• in a reasonably prominent place that a shareholder entitled to attend and vote can
appoint one or more proxies (who need not be shareholders) to exercise all or any
of his rights to attend, speak and vote instead of that shareholder.

55.3 Notices of General Meetings must be given to the shareholders, except in cases where
the Articles or the rights attached to the shares state that the holders are not entitled to
receive them from the Company. Notice must also be given to the Company’s auditors.
The day when the notice is served (see Article 144), or is treated as served, and the day of
the General Meeting do not count towards the period of notice. In relation to any class of
shares some of which are in uncertificated form the Company can decide that only
people who are entered on the Register at the close of business on a particular day are
entitled to receive such a notice. That day shall be a day chosen by the Company and
falling not more than 21 days before the notice is sent.

55.4 Unless the Companies Act 2006 does not require it, the Company must, on the
requisition in writing of such number of shareholders as is specified in the Companies
Act 2006, send to shareholders:

• entitled to receive notice of the next Annual General Meeting notice of any
resolution which may properly be proposed and is intended to be proposed at that
meeting; and

• entitled to receive notice of any General Meeting any statement of not more than
one thousand words with respect to the matter referred to in any proposed
resolution or the business to be dealt with at that meeting.

Notice of any such resolution shall be given, and any such statement shall be circulated, to
shareholders of the Company entitled to have notice of the General Meeting sent to
them. Subject to the Companies Act 2006, the cost of this, unless the Company decides
otherwise, must be borne by the requisitionists.

PROCEEDINGS AT GENERAL MEETINGS

56 The chairman of a General Meeting

56.1 The Chairman of the directors will be the chairman at every General Meeting, if he is
present and willing to take the chair.

56.2 If the Company does not have a Chairman, or if the Chairman is not present and willing to
chair the General Meeting, a Deputy Chairman will chair the meeting if he is present and
willing to take the chair.

56.3 Where there is more than one Deputy Chairman at a General Meeting and there is more
than one present, and the Chairman is not there, the Deputy Chairman to take the chair
will be the longest serving Deputy Chairman present.

56.4 If the Company does not have a Chairman or a Deputy Chairman, or if neither the
Chairman or any Deputy Chairman are present and willing to chair the General Meeting,
after waiting ten minutes from the time that a meeting is due to start, the directors who are
present will choose one of themselves to act as chairman. If there is only one director
present, he will be chairman if he is willing.

- 26 -
 Exhibit 1.2

56.5 If there is no director present and willing to be chairman, then a shareholder may be
elected to be the chairman by a resolution of the Company passed at the General
Meeting.

56.6 To avoid any doubt, nothing in these Articles restricts or excludes any of the powers or
rights of a chairman of a meeting which are given by the general law.

57 Security, and other arrangements at General Meetings

Either the chairman of a General Meeting, or the Secretary, can take any action he
considers necessary (including adjourning the General Meeting) for:

• the safety of people attending a General Meeting (for example, if there is not
enough room for the shareholders and proxies who want to attend the General
Meeting); or

• proper and orderly conduct at a General Meeting (for example, where the
behaviour of someone present could prevent the business of the General Meeting
being carried out in an orderly way); or

• any other reason to make sure that the business of the General Meeting can be
properly carried out.

Where the chairman of a General Meeting or the Secretary decides to adjourn a General
Meeting in this way, he can adjourn the General Meeting to a time, date and place he
decides (or indefinitely). He does not need the agreement of those present at the General
Meeting to do this.

58 Overflow meeting rooms

The directors can arrange for any people who they consider cannot be seated in the main
meeting room, where the chairman will be, to attend and take part in a General Meeting in
an overflow room or rooms. Any overflow room must have a live video and two way sound
link with the main room for the General Meeting, where the chairman will be. The video
and sound link must enable those in all the rooms to see and hear what is going on in the
other rooms. The notice of the General Meeting does not have to give details of any
arrangements under this Article. The directors can decide on how to divide people between
the main room and any overflow room. If any overflow room is used, the General Meeting
will be treated as being held, and taking place, in the main room.

59 The quorum needed for General Meetings

Before a General Meeting starts to conduct business, there must be a quorum present. If
there is not, the meeting cannot carry out any business. Unless other Articles say
otherwise, a quorum for all purposes is two people who are entitled to vote. They can be
personally present or proxies for shareholders or duly authorised company
representatives or a combination of shareholders, duly authorised company
representatives for companies and proxies.

- 27 -
 Exhibit 1.2

60 The procedure if there is no quorum

60.1 This Article 60 applies if a quorum is not present either within 30 minutes of the time fixed
for a General Meeting to start or within any longer period (being no longer than an hour
from the time fixed for the General Meeting to start) on which the chairman may decide
and if during the meeting a quorum ceases to be present. If the General Meeting was
called by shareholders it is cancelled. Any other General Meeting is adjourned to the
same day in the next week (or if that day is a public holiday, then the next day which is not
a Saturday, Sunday or public holiday) at the same time and place or to any other day and
time and place which the directors decide.

60.2 If a quorum is not present within 15 minutes of the time fixed for the start of the adjourned
meeting, the adjourned General Meeting shall be cancelled.

61 Adjourning meetings
61.1 Subject to Article 57, the chairman of a General Meeting can adjourn a meeting which has
a quorum present, if this is agreed by those present at the General Meeting. This can be to
a time, date and place proposed by the chairman or may be an indefinite adjournment. The
chairman must adjourn the General Meeting if the General Meeting directs him to. In these
circumstances the General Meeting will decide how long the adjournment will be, and
where it will adjourn to. If a General Meeting is adjourned indefinitely, the directors will fix
the time, date and place of the adjourned General Meeting.

61.2 General Meetings can be adjourned more than once. But if a General Meeting is adjourned
for more than 30 days or indefinitely, at least seven days’ notice must be given of the
adjourned General Meeting in the same way as was required for the original General
Meeting. If a General Meeting is adjourned for less than 30 days, there is no need to give
notice of the adjourned General Meeting, or about the business to be considered there.

61.3 An adjourned General Meeting can only deal with business that could have been dealt with
at the original General Meeting before it was adjourned.

62 Amending resolutions
If the chairman of a General Meeting, acting in good faith, rules an amendment to a
resolution out of order, any error in that ruling will not affect the validity of a vote on the
original resolution.

VOTING PROCEDURES

63 How votes are taken

63.1 All Substantive Resolutions will only be decided on a poll. All Procedural Resolutions
will be decided by a show of hands, unless a poll is demanded before the resolution is put
to the vote on a show of hands or on the result of the show of hands being declared by the
chairman. A poll can be demanded by:

• the chairman of the General Meeting;

- 28 -
 Exhibit 1.2

• at least two shareholders at the General Meeting (including proxies of

shareholders entitled to vote) who are entitled to vote;

• one or more shareholders at the General Meeting who are entitled to vote
(including proxies of shareholders entitled to vote) and who have, between them,
at least 10 per cent of the total votes of all shareholders who have the right to vote
at the General Meeting; or

• one or more shareholders who have shares which allow them to vote at the
General Meeting (including proxies of shareholders entitled to vote), where the
total amount which has been paid up on their shares is at least 10 per cent of the
total sum paid up on all shares which give the right to vote at the General Meeting.

63.2 A demand for a poll can be withdrawn if the chairman agrees to this. If a poll is demanded,
and this demand is then withdrawn, any declaration by the chairman of the result of a vote
on that resolution by a show of hands, which was made before the poll was demanded, will
stand.

64 How a poll is taken

64.1 If a poll is demanded or held in the way allowed by the Articles, the chairman of the
General Meeting can decide where, when and how it will be carried out. The result is
treated as the decision of the General Meeting where the poll was demanded, even if the
poll is carried out after the General Meeting.

64.2 The chairman can:

• decide that a ballot, voting papers or tickets will be used;

• appoint one or more scrutineers (who need not be shareholders);

• decide to adjourn the General Meeting to such day, time and place as he decides
for the result of the poll to be declared.

64.3 If a poll is called, a shareholder can vote either personally or by his proxy. If a
shareholder votes on a poll, he does not have to use all of his votes or cast all his votes in
the same way.

65 Where there cannot be a poll

Notwithstanding any other provision in these Articles, a poll is not allowed on a vote to
elect a chairman of a General Meeting, nor is a poll allowed on a vote to adjourn a General
Meeting, unless the chairman of the General Meeting demands a poll.

66 A General Meeting continues after a poll is demanded

A demand for a poll on a particular matter does not stop a General Meeting from continuing
and dealing with matters other than the question on which the poll was demanded.

67 Timing of a poll
A poll on a resolution to adjourn the General Meeting must be taken immediately at the
General Meeting. Any other poll can either be taken immediately at the General Meeting or

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 Exhibit 1.2

within 30 days from the date it was demanded and at a time and place decided on by the
chairman. No notice is required for a poll which is not taken immediately if the time and
place at which it is to be taken are announced at the General Meeting at which it is
demanded. In any other case, at least seven clear days’ notice must be given specifying
the time and place at which the poll is to be taken.

68 The chairman’s casting vote

Where voting has taken place on an ordinary resolution and the votes are equal, either on
a show of hands or on a poll, the chairman of the General Meeting is entitled to a further,
casting vote. This is in addition to any other votes which the chairman may have as a
shareholder, or as a proxy.

69 The effect of a declaration by the chairman

On a vote on a resolution at a General Meeting on a show of hands, a declaration by the
chairman that the resolution:

• has or has not been passed; or

• has or has not been passed with a particular majority,

is conclusive evidence of that fact without proof of the number or proportion of the votes
recorded in favour of or against the resolution. An entry in respect of such a declaration in
minutes of the meeting recorded in accordance with the Companies Acts is also
conclusive evidence of that fact without such proof. This Article does not have effect if a
poll is demanded in respect of the resolution (and the demand is not subsequently
withdrawn).

VOTING RIGHTS

70 The votes of shareholders

At a General Meeting:

• on a show of hands every shareholder (who is entitled to be present and to vote)

who is present in person or by proxy (who has been duly appointed) or, being a
company, by a company representative shall have one vote; and

• on a poll, every shareholder (who is entitled to be present and to vote) who is

present in person or by proxy (who has been duly appointed) or, being a company,
by a company representative shall have one vote for every share which he holds.

This is subject to any special rights or restrictions which are given to any class of shares
by, or in accordance with, the Articles.

71 Shareholders who owe money to the Company

Unless the Articles provide otherwise, the only people who are entitled to attend and/or
vote at General Meetings or to exercise any other right conferred by being a shareholder
in relation to General Meetings, are shareholders who have paid the Company all calls,

- 30 -
 Exhibit 1.2

and all other sums, relating to their shares which are due at the time of the General
Meeting. This applies both to attending the General Meeting personally and to appointing a
proxy.

72 Suspension of rights on non-disclosure of interest

72.1 This Article applies if any shareholder, or any person appearing to be interested in shares
(within the meaning of Part 22 of the Companies Act 2006) held by that shareholder, has
been properly served with a notice under Section 793 of the Companies Act 2006,
requiring information about interests in shares, and has failed for a period of 14 days from
the date of the notice to supply to the Company the information required by that notice.
Then (subject to the provisions of the Companies Acts and this Article, and unless the
directors otherwise decide) the shareholder is not (for so long as the failure continues)
entitled to attend or vote either personally or by proxy at a shareholders’ meeting or to
exercise any other right in relation to a shareholders’ meeting as holder of:

• the shares in relation to which the default occurred (called default shares);

• any further shares which are issued in respect of default shares; and

• any other shares held by the shareholder holding the default shares.

72.2 Any person who acquires shares subject to restrictions under Article 72.1 is subject to the
same restrictions, unless:

• the transfer was an approved transfer (see Article 72.11); or

• the transfer was by a shareholder who was not himself in default in supplying the
information required by the notice under Article 72.1 and a certificate in accordance
with Article 72.3 is provided.

72.3 Where the default shares represent 0.25 per cent or more of the existing shares of a
class, the directors can in their absolute discretion by notice in writing (a direction notice)
to the shareholder direct that:

• any dividend or part of a dividend or other money which would otherwise be

payable on the default shares shall be retained by the Company (without any
liability to pay interest when that dividend or money is finally paid to the
shareholder);

• the shareholder will not be allowed to choose to receive shares in place of

dividends in accordance with Article 135; and/or

• subject to Article 72.4, no transfer of any of the shares held by the shareholder
will be registered unless:

• either the transfer is an approved transfer (see Article 72.11);

• or the shareholder is not himself in default as regards supplying the

information required; and (in this case)

• the transfer is of part only of his holding; and

• when presented for registration, the transfer is accompanied by a

certificate by the shareholder. This certificate must be in a form
satisfactory to the directors and state that after due and careful

- 31 -
 Exhibit 1.2

enquiry the shareholder is satisfied that none of the shares

included in the transfer are default shares.

72.4 Any direction notice can treat shares of a shareholder in certificated and
uncertificated form as separate shareholdings and either apply only to shares in
certificated form or to shares in uncertificated form or apply differently to shares in
certificated and uncertificated form. In the case of shares in uncertificated form the
directors can only use their discretion to prevent a transfer if this is allowed by the CREST
Regulations.

72.5 The Company must send a copy of the direction notice to each other person who
appears to be interested in the shares covered by the notice, but if it fails to do so, this
does not invalidate the direction notice.

72.6 A direction notice has the effect which it states while the default resulting in the notice
continues. It then ceases to apply when the directors decide (which they must do within
one week of the default being cured). The Company must give the shareholder
immediate notice in writing of the directors’ decision.

72.7 A direction notice also ceases to apply to any shares which are transferred by a
shareholder in a transfer permitted under Article 72.3 even where a direction notice
restricts transfers.

72.8 Where a person who appears to be interested in shares has been served with a notice
under Section 793 of the Companies Act 2006 and the shares in which he appears to be
interested are held by an Approved Depositary, this Article shall be treated as applying
only to the shares which are held by the Approved Depositary in which that person
appears to be interested and not (so far as that person’s apparent interest is concerned) to
any other shares held by the Approved Depositary.

72.9 Where the shareholder on which a notice under Section 793 of the Companies Act 2006
is served is an Approved Depositary, the obligations of the Approved Depositary as a
shareholder will be limited to disclosing to the Company any information relating to any
person who appears to be interested in the shares held by it which has been recorded by
it in accordance with the arrangement under which it was appointed as an Approved
Depositary.

72.10 For the purposes of this Article a person is treated as appearing to be interested in any
shares if the shareholder holding those shares has been served with a notice under
Section 793 of the Companies Act 2006 and:

• the shareholder has named that person as being so interested; or

• (after taking into account the response of the shareholder to the notice and any
other relevant information) the Company knows or reasonably believes that the
person in question is or may be interested in the shares.

72.11 For the purposes of this Article a transfer of shares is an approved transfer if:

• it is a transfer of shares to an offeror under an acceptance of a takeover offer; or

• the directors are satisfied that the transfer is made in connection with a sale in
good faith of the whole of the beneficial ownership of the shares to a person
unconnected with the shareholder or with any person appearing to be interested
in the shares. This includes such a sale made through a recognised investment

- 32 -
 Exhibit 1.2

exchange or any other stock exchange outside the United Kingdom on which the
Company’s shares are normally traded. For this purpose any associate (as that
word is defined in Section 435 of the Insolvency Act 1986) is included amongst the
people who are connected with the shareholder or any person appearing to be
interested in the shares.

72.12 Where a person who has an interest in American Depositary Shares receives a notice
under this Article 72, that person is considered for the purposes of this Article 72 to have
an interest in the number of shares represented by those American Depositary Shares
which is specified in the notice and not in the remainder of the shares held by the ADR
Depositary.

72.13 Where the ADR Depositary receives a notice under this Article 72, the ADR Depositary
shall only be required to supply information relating to any person who has an interest in
the shares held by the ADR Depositary which has been recorded by the ADR Depositary
under the arrangements made with the Company (including in the Proxy Register
maintained under Article 164) when it was appointed as the ADR Depositary.

72.14 This Article does not restrict in any way the provisions of the Companies Acts which apply
to failures to comply with notices under Section 793 of that Companies Act 2006.

73 Votes of shareholders who are of unsound mind

73.1 This Article 73 applies where a court which claims jurisdiction to protect people who are
unable to manage their own affairs has made an order detaining a shareholder or
appointing a person to manage his property or affairs.

73.2 The receiver or other person appointed by the court order to act for the shareholder can
vote for the shareholder on a show of hands or on a poll at General Meetings. However,
this Article only applies if the receiver or other person appointed by the court delivers to the
Transfer Office (or the place or address stated in the notice for the delivery of the proxy
form) at least 48 hours before the relevant General Meeting (or adjourned General
Meeting) such evidence as the directors may require of such person’s authority to act.

73.3 If the receiver or other person appointed by the court fails to deliver the appropriate
evidence to the Transfer Office (or the place or address stated in the proxy form) in
accordance with Article 73.2, the right to vote shall not be exercisable.

74 The votes of joint holders

Where a share is held by joint shareholders any one joint shareholder can vote at any
General Meeting (either personally or by proxy) in respect of such share as if he were the
only shareholder. If more than one of the joint shareholders votes (either personally or by
proxy), the only vote which will count is the vote of that one of them who is listed first on
the Register for the share.

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 Exhibit 1.2

PROXIES

75 Appointment of proxies
75.1 Any shareholder may appoint a proxy or (subject to Article 75.3) proxies to exercise all or
any of his rights to attend or speak and vote at a General Meeting of the Company. A
proxy need not be a shareholder.

75.2 Proxies may also be appointed to act at General Meetings in the circumstances, and in the
manner, provided for in Articles 159.2, 163, 165, 166 and 169, and Articles 75 to 79 should
be read subject to their terms.

75.3 A shareholder may appoint more than one proxy in relation to a General Meeting provided
that each proxy is appointed to exercise the rights attached to a different share or shares
held by him or (as the case may be) a different £10, or multiple of £10, of stock held by
him.

76 Completing proxy forms

76.1 A proxy form:

• must be in writing; and

• can be in any form which is commonly used, or in any other form which the
directors approve.

76.2 A proxy form given by:

• an individual must be signed by the shareholder appointing the proxy, or by an

agent who has been properly appointed in writing or authenticated in accordance
with Article 147; or

• a company must be sealed with the company’s seal or signed by an officer who is
authorised to act on behalf of the company or authenticated in accordance with
Article 147.

Unless the contrary is shown, the directors are entitled to assume that where a proxy form
purports to have been signed or authenticated in accordance with Article 147 by an officer
on behalf of a company that such officer was duly authorised by such company without
requiring any further evidence. Signatures and authentications need not be witnessed.

76.3 All notices convening General Meetings which are sent to shareholders entitled to vote at
the General Meeting, must, at the expense of the Company, be accompanied by a proxy
form. The proxy form must make provision for three-way voting on all resolutions
intended to be proposed, other than resolutions which are merely procedural.

76.4 The accidental omission to send a proxy form to a shareholder entitled to it (or non
receipt by him of the proxy form) will not invalidate any resolution passed or proceedings
at the General Meeting to which the proxy form relates.

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 Exhibit 1.2

77 Delivering proxy forms

77.1 The appointment of a proxy (together with any supporting documentation required under
this Article 77 or otherwise) must be received at the address or one of the addresses (if
any) specified for that purpose in, or by way of note to, or in any document accompanying,
the notice convening the meeting (or if no address is so specified, at the Transfer Office):

• in the case of a meeting or adjourned meeting, not less than 48 hours before the
commencement of the meeting or adjourned meeting to which it relates;

• in the case of a poll taken following the conclusion of a meeting or adjourned

meeting, but not more than 48 hours after the poll was demanded, not less than 48
hours before the commencement of the meeting or adjourned meeting at which the
poll was demanded; and

• in the case of a poll taken more than 48 hours after it was demanded, not less than
24 hours before the time appointed for the taking of the poll,

and in default shall not be treated as valid.

77.2 The directors may at their discretion determine that, in calculating the periods mentioned in
Article 77.1, no account shall be taken of any part of any day that is not a working day
(within the meaning of Section 1173 of the Companies Act 2006).

77.3 Directors can decide to accept proxies delivered by electronic means or by means of a
website, subject to any limitations, restrictions or conditions they decide to apply.

77.4 If a proxy form is signed or authenticated in accordance with Article 147 by an agent, the
power of attorney or other authority relied on to sign or authenticate it, or a copy which has
been certified by a notary, or certified in some other way specified by the directors, must (if
required by the Company) be delivered with the proxy form in accordance with the
instructions for delivery of proxy forms which are set out in the notice of General Meeting
or on the proxy form, unless the power of attorney or other form of authority has already
been registered with the Company.

77.5 If this Article 77 is not complied with, the proxy will not be able to act for the person who
appointed him.

77.6 A proxy form delivered by an Approved Depositary except in respect of a person

appointed in accordance with Articles 190 and 191 may be delivered to the appropriate
place or address referred to in Article 77.1 by electronic means or in any other way the
directors decide.

77.7 If a proxy form which relates to several General Meetings has been properly delivered for
one General Meeting or adjourned General Meeting, it does not need to be delivered again
for any later General Meeting which the proxy form covers.

77.8 Unless the proxy form says otherwise, it will be valid at an adjourned General Meeting as
well as for the original General Meeting to which it relates.

77.9 A shareholder can attend and vote at a General Meeting on a show of hands or on a poll
even if he has appointed a proxy to attend and vote at that meeting. However, if he votes in
person on a resolution, then as regards that resolution his appointment of a proxy will not
be valid.

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 Exhibit 1.2

78 Cancellation of proxy’s authority

78.1 Neither the death or insanity of a shareholder who has appointed a proxy, nor the
revocation or termination by a shareholder of the appointment of a proxy (or of the
authority under which the appointment was made), shall invalidate the proxy or the
exercise of any of the rights of the proxy thereunder, unless notice of such death, insanity,
revocation or termination shall have been received by the Company in accordance with
Article 78.2.

78.2 Any such notice of death, insanity, revocation or termination must be received at the
address or one of the addresses (if any) specified for receipt of proxies in, or by way of
note to, or in any document accompanying, the notice convening the meeting to which the
appointment of the proxy relates (or if no address is so specified, at the Transfer Office):

• in the case of a meeting or adjourned meeting, not less than one hour before the
commencement of the meeting or adjourned meeting to which the proxy
appointment relates;

• in the case of a poll taken following the conclusion of a meeting or adjourned

meeting, but not more than 48 hours after it was demanded, not less than one hour
before the commencement of the meeting or adjourned meeting at which the poll
was demanded; or

• in the case of a poll taken more than 48 hours after it was demanded, not less than
one hour before the time appointed for the taking of the poll.

79 Authority of proxies
79.1 A proxy shall have the right to exercise all or any of the rights of his appointor, or (where
more than one proxy is appointed) all or any of the rights attached to the shares in respect
of which he is appointed the proxy to attend, and to speak and vote, at a General Meeting
of the Company.

79.2 Unless his appointment provides otherwise, a proxy may vote or abstain at his discretion
on any resolution put to the vote.

80 Representatives of companies
Subject to the Companies Acts, a company which is a shareholder can authorise any
person or persons to act as its representative or representatives at any General Meeting
which it is entitled to attend. Such person or persons are each called a company
representative. The directors of that company must pass a resolution to appoint a
company representative. If the governing body of that company is not a board of
directors, the resolution can be passed by its governing body.

81 Challenging votes
Any objection to the right of any person to vote or the way in which the votes have been
counted must be made at the General Meeting (or adjourned General Meeting) at which
the vote is cast. If a vote is not disallowed at the General Meeting, it is valid for all
purposes. Any such objection must be raised with the chairman of the General Meeting
and will only change the decision of the General Meeting on any resolution if the chairman

- 36 -
 Exhibit 1.2

of the General Meeting decides that the vote cast may have affected the decision of the
General Meeting. His decision on matters referred to him under this Article is final.

DIRECTORS

82 The number of directors

There must be at least three directors (other than alternate directors), but the
shareholders can vary the number of directors by passing an ordinary resolution.

83 Qualification to be a director
A director need not be a shareholder, but a director who is not a shareholder is entitled to
attend and speak at shareholders’ meetings.

84 Directors’ fees and expenses

84.1 Each of the directors shall be paid a fee for his services. The directors can decide on the
amount, timing and manner of payment of directors’ fees, but the total of the fees paid to all
of the directors (excluding amounts paid as special pay under Article 85, amounts paid as
expenses under Article 86 and any payments under Article 87) must not exceed:

• £1.5 million a year; or

• any higher sum decided on by an ordinary resolution at a General Meeting.

This remuneration shall accrue from day to day.

84.2 Unless an ordinary resolution is passed which provides otherwise, the fees will be divided
between some or all of the directors in the way that they decide. If they fail to decide, the
fees will be shared equally by the directors, except that any director holding office as a
director for only part of the period covered by the fee is only entitled to a pro rata share
covering that broken period.

85 Special pay
85.1 The directors can award special pay if any director performs extra or special services of
any kind including:

• holding any executive post;

• acting as chairman or deputy chairman (whether or not this office is executive or

non-executive);

• travelling or staying outside his main residence for any business or purposes of the
Company; and

• serving on any committee of the directors.

85.2 Special pay can take the form of salary, commission or other benefits or expenses or more
than one of such forms or can be paid in some other way. This is decided on by the
directors and may be a fixed sum or percentage of profits or otherwise. Such special pay

- 37 -
 Exhibit 1.2

can be either in addition to or instead of any other fees, expenses and other benefits a
director may be entitled to receive.

86 Directors’ expenses
In addition to any fees and expenses paid under Articles 84 and 85, the Company will
repay to a director all expenses properly incurred in:

• attending and returning from shareholders’ meetings;

• attending and returning from directors’ meetings;

• attending and returning from meetings of committees of the directors; or

• in or with a view to the performance of their duties.

87 Directors’ pensions and other benefits

87.1 The directors may pay or provide:

• pensions;

• annual payments;

• gratuities; or

• other allowances or benefits

to any people who are, or who were, directors who had a salary or place of profit with the
Company or with any company which is or has been a subsidiary of the Company or a
predecessor in business of the Company or any such subsidiary. The directors can
decide to extend these arrangements to any member of his family (including a spouse and
a former spouse) or to any person who was or is dependent on him. The directors can also
decide to contribute (before as well as after he ceases to receive a salary or occupy a
place of profit) to any scheme or fund or to pay premiums to a third party for these
purposes.

87.2 No director or former director is accountable to the Company or its shareholders for a
benefit of any kind given in accordance with this Article. The receipt of a benefit of any kind
given in accordance with this Article does not prevent a person from being or becoming a
director.

88 Appointing directors to various posts

88.1 The directors can appoint any director as chairman, or a deputy chairman, or to any
executive position on which they decide. So far as the Companies Acts allow, they can
decide on how long these appointments will be for, and on their terms. Subject to the terms
of any contract with the Company, they can also vary or end these appointments.

88.2 A director will automatically stop being chairman, deputy chairman, managing director,
deputy managing director, joint managing director or assistant managing director if he is no
longer a director. Other executive appointments will only stop if the contract or resolution
appointing the director to a post says so. If a director’s appointment ends because of this

- 38 -
 Exhibit 1.2

Article, this does not prejudice any claim for breach of contract against the Company
which may otherwise apply.

88.3 The directors can delegate to a director appointed to an executive post any of the powers
which they jointly have as directors. These powers can be delegated on such terms and
conditions as decided by the directors either in parallel with, or in place of, the powers of
the directors acting as a board. The directors can change the basis on which these powers
are given or withdraw them from the executive.

CHANGING DIRECTORS

89 Retiring directors
At each Annual General Meeting all those directors who were elected or last re-elected at
or before the Annual General Meeting held in the third calendar year before the current
year shall automatically retire.

90 Eligibility for re-election

A retiring director is eligible for re-election.

91 Re-electing a director who is retiring

91.1 At a General Meeting at which a director retires (whether at an Annual General Meeting or
otherwise), he may be re-elected (as long as the director has not told the Company in
writing that he does not wish to be re-elected) if the shareholders pass an ordinary
resolution to re-elect him.

91.2 A director retiring at a General Meeting retires at the end of that meeting (or adjourned
meeting). Where a retiring director is re-elected he continues as a director without a break.

92 Election of two or more directors

A single resolution for the election of two or more directors is void unless the shareholders
first approve the putting of a resolution in this form by an earlier procedural vote taken at
the General Meeting, with no votes cast against.

93 People who can be directors

93.1 Only the following people can be elected as directors at a General Meeting:

• A director who is retiring at the General Meeting;

• A person who is recommended by the directors; and

• A person who has been proposed by a shareholder who is entitled to attend and
vote at the General Meeting.

93.2 A shareholder proposing a director in accordance with Article 93.1 must deliver to the
Registered Office at least seven days before the General Meeting, but not more than 42
days before the meeting (this period includes the date on which the notice is given):

- 39 -
 Exhibit 1.2

• a letter stating that he intends to propose another person for election as director,
signed or authenticated in accordance with Article 147; and

• confirmation in writing from the person to be proposed that he is willing to be

elected, signed or authenticated in accordance with Article 147 by such person;.

94 The power to fill vacancies and appoint extra directors

94.1 The directors can appoint any person as an extra director or to fill a casual vacancy. Any
director appointed in this way automatically retires at the next General Meeting after his
appointment. At this General Meeting he can be elected by the shareholders as a director.

94.2 At a General Meeting the shareholders can also pass an ordinary resolution to fill a
casual vacancy or to appoint an extra director.

94.3 Extra directors can only be appointed under this Article up to the limit (if any) on the total
number of directors under the Articles (or any variation of the limit approved by the
shareholders in accordance with the Articles).

95 Removing and appointing directors by an ordinary resolution

95.1 The shareholders can pass an ordinary resolution to remove a director, even though his
time in office has not ended. This applies despite anything else in the Articles, or in any
agreement between him and the Company. Special notice of the ordinary resolution must
be given to the Company as required by the Companies Acts. But if a director is removed
in this way, it will not affect any claim which he may have for damages for breach of any
contract of service between him and the Company.

95.2 Subject to Article 93, the shareholders can pass an ordinary resolution to elect a person
to replace a director who has been removed in the way described in Article 95.1. If no
director is appointed under this Article, the vacancy can be filled under Article 94.

95.3 Any person appointed under Article 95.2 will be treated, for the purpose of determining the
time at which he is to retire, as if he had become a director on the day on which the
director he replaced was last elected.

96 When directors are disqualified

96.1 Any director automatically ceases to be a director in any of the following circumstances if:

• a bankruptcy order is made against him;

• he makes any arrangement or composition with his creditors or applies for an

interim order under Section 253 of the Insolvency Act 1986 in connection with a
voluntary arrangement under that Act;

• a court which claims jurisdiction to protect people who are unable to manage their
own affairs has made an order detaining him or appointing a person to manage his
property or affairs;

• he has missed directors’ meetings for a continuous period of six months, without
permission from the directors, and the directors pass a resolution removing him
from office;

- 40 -
 Exhibit 1.2

• he is prohibited from being a director by law or any power conferred on the

directors or shareholders under these Articles;

• except where his contract of service prevents him from resigning, he:

(i) delivers to the Company a resignation notice in writing, signed or

authenticated in accordance with Article 147 by him or on his behalf; or

(ii) offers in writing to resign and the directors pass a resolution accepting the
offer;

• all the other directors serve a notice in writing upon him requiring him to resign. He
will cease to be a director when the notice is served on him. Such a notice can
consist of several documents in the same form signed or authenticated in
accordance with Article 147 by one or more directors.

96.2 When a director stops being a director for any reason, he will also automatically cease to
be a member of any committee. Removal from office will be without prejudice to any claim
which he or the Company might bring in relation to any contract of service between him
and the Company.

DIRECTORS’ MEETINGS

97 Directors’ meetings
The directors can decide when and where to have directors’ meetings and how they shall
be conducted, and on the quorum. They can also adjourn their meetings.

98 Who can call directors’ meetings

A directors’ meeting can be called by any director. The Secretary must also call a directors’
meeting if a director asks him to.

99 How directors’ meetings are called

Directors’ meetings are called by giving notice to all the directors. This notice may be given
to a director personally, by word of mouth, by notice in writing (sent to him at his last known
address) or by electronic means (sent to him at his last known electronic address or
number). Any director can waive notice of any directors’ meeting, including one which has
already taken place.

100 Quorum
100.1 If no other quorum is fixed by the directors, three directors are a quorum. A directors’
meeting at which a quorum is present can exercise all the powers, authorities and
discretions of the directors whether by or under these Articles or exercisable by the
directors generally.

100.2 A person who holds office only as an alternate director shall, if his appointor is not
present, be counted in the quorum.

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 Exhibit 1.2

100.3 A director who ceases to be a director at a directors’ meeting can continue to be present
and act as a director and be counted in the quorum until the end of that meeting if no other
director objects and a quorum would not otherwise be present.

101 The Chairman of directors’ meetings

101.1 The directors can elect any director as Chairman or as one or more Deputy Chairmen for
such periods as the directors decide. If the Chairman is at a directors’ meeting, he will
chair it. In his absence, the chair will be taken by a Deputy Chairman, if one is present. If
there is no Chairman or Deputy Chairman present within five minutes of the time when the
directors’ meeting is due to start, the directors who are present can choose which one of
them will be the Chairman of the directors’ meeting.

101.2 Where there is more than one Deputy Chairman present at a meeting, and the Chairman is
not there, the Deputy Chairman to take the chair will be the longest serving Deputy
Chairman present.

102 Voting at directors’ meetings

Matters for decision which arise at a directors’ meeting will be decided by a majority vote.
The chairman of the meeting will not have a second, casting vote.

103 Directors can act even if there are vacancies

103.1 The remaining directors can continue to act even if one or more of them ceases to be a
director. But if the number of directors falls below the minimum which applies under Article
82 (including any variation of that minimum approved by an ordinary resolution of
shareholders), the remaining director(s) can only:

• either appoint further directors to make up the shortfall; or

• call a General Meeting.

103.2 If no director or directors are willing or able to act under this Article, any two shareholders
can call a General Meeting to appoint extra directors.

104 Directors’ meetings by video conference and telephone

104.1 Any or all of the directors, or members of a committee, can take part in a directors’ meeting
of the directors or of a committee by way of a video conference or conference telephone,
or similar equipment, designed to allow everybody to take part in the directors’ meeting.

104.2 Taking part in this way will be counted as being present at the directors’ meeting. A
directors’ meeting which takes place by way of video conference, conference telephone or
similar equipment will be treated as taking place where most of the participants are. If there
is no largest group, directors’ meetings will be treated as taking place where the Chairman
is.

104.3 A directors’ meeting held in the way described in Article 104.1 will be valid as long as in
one single place, or in places connected by way of video conference, telephone
conference, or similar equipment, a quorum is present.

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 Exhibit 1.2

105 Director’s written resolutions

105.1 A directors’ written resolution is adopted when all the directors entitled to vote on such a
resolution have signed one or more copies of it, or otherwise indicated their agreement to it
in writing.

105.2 A directors’ written resolution is not adopted if the number of directors who have signed it
or agreed to it is less than the quorum for a directors’ meeting.

105.3 A directors’ written resolution signed or agreed to by an alternate director does not need
also to be approved by his appointor. If the directors’ written resolution is signed or agreed
to by a director who has appointed an alternate director, it does not need to be approved
by the alternate director acting in that capacity.

105.4 Once a directors’ written resolution has been adopted, it must be treated as if it had been a
resolution passed at a directors’ meeting in accordance with these Articles.

105.5 A directors’ written resolution will be valid at the time it is signed or agreed to by the last
director.

106 The validity of directors’ actions

Everything which is done by any directors’ meeting, or by a committee of the directors, or
by a person acting as a director, or as a member of a committee, will, in favour of anyone
dealing with the Company in good faith, be valid even though it is discovered later that any
director, or person acting as a director, was not properly appointed or elected. This also
applies if it is discovered later that anyone was disqualified from being a director, or had
ceased to be a director, or was not entitled to vote. In any of these cases, in favour of
anyone dealing with the Company in good faith, anything done will be as valid as if there
was no defect or irregularity of the kind referred to in this Article.

DIRECTORS’ INTERESTS

107 Authorisation of directors’ interests

107.1 For the purposes of Section 175 of the Companies Act 2006, the directors shall have the
power to authorise any matter which would or might otherwise constitute or give rise to a
breach of the duty of a director under that Section to avoid a situation in which he has, or
can have, a direct or indirect interest that conflicts, or possibly may conflict, with the
interests of the Company.

107.2 Authorisation of a matter under Article 107.1 shall be effective only if:

• the matter in question shall have been proposed in writing for consideration at a
meeting of the directors, in accordance with the board of directors’ normal
procedures or in such other manner as the directors may determine;

• any requirement as to the quorum at the meeting of the directors at which the
matter is considered is met without counting the director in question and any other
interested director (together the “Interested Directors”); and

• the matter was agreed to without the Interested Directors voting or would have
been agreed to if the votes of the Interested Directors had not been counted.

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 Exhibit 1.2

107.3 Any authorisation of a matter under Article 107.1 extends to any actual or potential conflict
of interest which may reasonably be expected to arise out of the matter so authorised.

107.4 Any authorisation of a matter under Article 107.1 shall be subject to such conditions or
limitations as the directors may determine, whether at the time such authorisation is given
or subsequently and may be terminated by the directors at any time. A director shall
comply with any obligations imposed on him by the directors pursuant to any such
authorisation.

107.5 Subject to any conditions or limitations imposed under Article 107.4, a director shall not,
save as otherwise agreed by him, be accountable to the Company for any benefit which he
(or a person connected with him) derives from any matter authorised by the directors under
Article 107.1 and any contract, transaction, arrangement or proposal relating thereto shall
not be liable to be avoided on the grounds of any such benefit.

107.6 This Article does not apply to a conflict of interest arising in relation to a transaction or
arrangement with the Company.

108 Directors may have interests

108.1 Subject to compliance with Article 108.2, a director, notwithstanding his office, may have
an interest of the following kind:

• where a director (or a person connected with him) is a director or other officer of, or
employed by, or otherwise interested (including by the holding of shares) in any
Relevant Company;

• where a director (or a person connected with him) is a party to, or otherwise
interested in, any contract, transaction, arrangement or proposal with a Relevant
Company, or in which the Company is otherwise interested;

• where the director (or a person connected with him) acts (or any firm of which he is
a partner, employee or member acts) in a professional capacity for any Relevant
Company (other than as auditor) whether or not he or it is remunerated therefor;

• an interest which cannot reasonably be regarded as likely to give rise to a conflict

of interest;

• an interest, or a transaction, arrangement or proposal giving rise to an interest, of

which the director is not aware;

• any matter already authorised under Article 107.1; or

• any other interest authorised by ordinary resolution.

No authorisation under Article 107.1 shall be necessary in respect of any such interest.

108.2 Subject to Sections 177 and 182 of the Companies Act 2006 the director shall declare the
nature and extent of any interest permitted under Article 108.1, and not falling within Article
108.3, at a meeting of the directors, by written declaration to the Company or in such other
manner as the directors may determine.

108.3 No declaration of an interest shall be required by a director in relation to an interest:

• falling within the fourth, fifth and sixth bullet paragraph of Article 108.1;

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 Exhibit 1.2

• if, or to the extent that, the other directors are already aware of such interest (and
for this purpose the other directors are treated as being aware of anything of which
they ought reasonably to be aware); or

• if, or to the extent that, it concerns the terms of his service contract (as defined in
Section 227 of the Companies Act 2006) that have been or are to be considered by
a meeting of the directors, or by a committee of directors appointed for the purpose
under these Articles.

108.4 A director shall not, save as otherwise agreed by him, be accountable to the Company for
any benefit which he (or a person connected with him) derives from any interest referred to
in Article 108.1, and no contract, transaction, arrangement or proposal shall be liable to be
avoided on the grounds of any such interest.

108.5 For the purposes of this Article 108, “Relevant Company” shall mean the Company; a
subsidiary undertaking of the Company; any holding company of the Company or a
subsidiary undertaking of any such holding company; any body corporate promoted by
the Company; or any body corporate in which the Company is otherwise interested.

109 Restrictions on quorum and voting

109.1 Save as provided in this Article 109, and whether or not the interest is one which is
authorised pursuant to Article 107.1 or permitted under Article 108.1, a director shall not be
entitled to vote on any resolution in respect of any contract, transaction, arrangement or
proposal, in which he (or a person connected with him) is interested. Any vote of a director
in respect of a matter where he is not entitled to vote shall be disregarded.

109.2 A director shall not be counted in the quorum for a meeting of the directors in relation to
any resolution on which he is not entitled to vote.

109.3 Subject to the provisions of the Companies Acts, a director shall (in the absence of some
other interest than is set out below) be entitled to vote, and be counted in the quorum, in
respect of any resolution concerning any contract, transaction, arrangement or proposal:

• in which he has an interest of which he is not aware;

• in which he has an interest which cannot reasonably be regarded as likely to give

rise to a conflict of interest;

• in which he has an interest only by virtue of interests in shares, debentures or

other securities of the Company, or by reason of any other interest in or through
the Company;

• which involves the giving of any security, guarantee or indemnity to the director or
any other person in respect of (i) money lent or obligations incurred by him or by
any other person at the request of or for the benefit of the Company or any of its
subsidiary undertakings; or (ii) a debt or other obligation of the Company or any of
its subsidiary undertakings for which he himself has assumed responsibility in
whole or in part under a guarantee or indemnity or by the giving of security;

• concerning an offer of shares or debentures or other securities of or by the

Company or any of its subsidiary undertakings (i) in which offer he is or may be
entitled to participate as a holder of securities; or (ii) in the underwriting or sub-
underwriting of which he is to participate;

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 Exhibit 1.2

• concerning any other body corporate in which he is interested, directly or indirectly

and whether as an officer, shareholder, creditor, employee or otherwise, provided
that he (together with persons connected with him) is not the holder of, or
beneficially interested in, one per cent. or more of the issued equity share capital of
any class of such body corporate or of the voting rights available to members of the
relevant body corporate;

• relating to an arrangement for the benefit of the employees or former employees of

the Company or any of its subsidiary undertakings which does not award him
any privilege or benefit not generally awarded to the employees or former
employees to whom such arrangement relates;

• concerning the purchase or maintenance by the Company of insurance for any

liability for the benefit of directors or for the benefit of persons who include
directors;

• concerning the giving of indemnities in favour of directors;

• concerning the funding of expenditure by any director or directors on (i) defending

criminal, civil or regulatory proceedings or actions against him or them, (ii) in
connection with an application to the court for relief, or (iii) defending him or them
in any regulatory investigations;

• concerning the doing of anything to enable any director or directors to avoid

incurring expenditure as described in the tenth bullet paragraph of this Article 109.3
immediately above; and

• in respect of which his interest, or the interest of directors generally, has been
authorised by ordinary resolution.

109.4 Where proposals are under consideration concerning the appointment (including fixing or
varying the terms of appointment) of two or more directors to offices or employments with
the Company (or any body corporate in which the Company is interested), the proposals
may be divided and considered in relation to each director separately. In such case, each
of the directors concerned (if not debarred from voting under the sixth bullet paragraph of
Article 109.3) shall be entitled to vote, and be counted in the quorum, in respect of each
resolution except that concerning his own appointment or the fixing or variation of the
terms thereof.

109.5 If a question arises at any time as to whether any interest of a director prevents him from
voting, or being counted in the quorum, under this Article 109, and such question is not
resolved by his voluntarily agreeing to abstain from voting, such question shall be referred
to the chairman of the meeting and his ruling in relation to any director other than himself
shall be final and conclusive, except in a case where the nature or extent of the interest of
such director has not been fairly disclosed. If any such question shall arise in respect of the
chairman of the meeting, the question shall be decided by resolution of the directors and
the resolution shall be conclusive except in a case where the nature or extent of the
interest of the chairman of the meeting (so far as it is known to him) has not been fairly
disclosed to the directors.

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 Exhibit 1.2

110 Confidential information

110.1 Subject to Article 110.2, if a director, otherwise than by virtue of his position as director,
receives information in respect of which he owes a duty of confidentiality to a person other
than the Company, he shall not be required to disclose such information to the Company
or to the directors, or to any director, officer or employee of the Company, or otherwise
use or apply such confidential information for the purpose of or in connection with the
performance of his duties as a director.

110.2 Where such duty of confidentiality arises out of a situation in which the director has, or can
have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of
the Company, Article 110.1 shall apply only if the conflict arises out of a matter which has
been authorised under Article 107.1 above or falls within Article 108 above.

110.3 This Article 110 is without prejudice to any equitable principle or rule of law which may
excuse or release the director from disclosing information, in circumstances where
disclosure may otherwise be required under this Article 110.

111 Directors’ interests - general

111.1 For the purposes of Articles 107 to 110:

• where the context permits, any reference to an interest includes a duty and any
reference to a conflict of interest includes a conflict of interest and duty and a
conflict of duties;

• an interest of a person who is connected with a director shall be treated as an

interest of the director; and

• Section 252 of the Companies Act 2006 shall determine whether a person is
connected with a director.

111.2 Where a director has an interest which can reasonably be regarded as likely to give rise to
a conflict of interest, the director may, and shall if so requested by the directors take such
additional steps as may be necessary or desirable for the purpose of managing such
conflict of interest, including compliance with any procedures laid down from time to time
by the directors for the purpose of managing conflicts of interest generally and/or any
specific procedures approved by the directors for the purpose of or in connection with the
situation or matter in question, including without limitation:

• absenting himself from any meeting or part of a meeting of the directors at which
the relevant situation or matter falls to be considered; and

• not reviewing documents or information made available to the directors generally in

relation to such situation or matter and/or arranging for such documents or
information to be reviewed by a professional adviser to ascertain the extent to
which it might be appropriate for him to have access to such documents or
information.

111.3 The Company may by ordinary resolution ratify any contract, transaction, arrangement or
proposal, not properly authorised by reason of a contravention of any provisions of Articles
107 to 110.

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 Exhibit 1.2

DIRECTORS’ COMMITTEES

112 Delegating powers to committees

The directors can delegate any of their powers, or discretions, to committees of one or
more directors. This includes powers or discretions relating to directors’ pay or giving
benefits to directors. If the directors have delegated any power or discretion to a
committee, any references in these Articles to using that power or discretion include its
use by the committee. Any committee must comply with any regulations laid down by the
directors. These regulations can require or allow people who are not directors to be co-
opted onto the committee, and can give voting rights to co-opted members. But:

• there must be more directors on a committee than co-opted members; and

• a resolution of the committee is only effective if a majority of the members of the

committee present at the time of the resolution were directors.

113 Committee procedure

If a committee includes two or more people, the Articles which regulate directors’
meetings and their procedure will also apply to committee meetings (if possible), unless
these are inconsistent with any regulations for the committee which have been laid down
under Article 112.

DIRECTORS’ POWERS

114 The directors’ management powers

114.1 The Company’s business will be managed by the directors. They can use all the
Company’s powers except where the Articles, or the Companies Acts, provide that
powers can only be used by the shareholders voting to do so at a General Meeting. The
general management powers under this Article are not limited in any way by specific
powers given to the directors by other Articles.

114.2 The directors are, however, subject to:

• the provisions of the Companies Acts;

• the requirements of the Memorandum or these Articles; and

• any other requirements (whether or not consistent with these Articles) which are
approved by the shareholders by passing a special resolution at a General
Meeting.

However, if any change is made to the Memorandum or these Articles or if the

shareholders approve a requirement relating to something which the directors have
already done which was within their powers, this will not invalidate any prior act of the
directors which would otherwise have been valid.

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 Exhibit 1.2

115 The power to establish local boards

115.1 The directors can set up local committees, local boards or local agencies to manage any of
the Company’s business. These can be either in or outside the United Kingdom. The
directors can appoint, remove and re-appoint anybody (who need not be a director) to be:

• members of any local committee, board or agency; or

• managers or agents of the Company.

115.2 The directors can:

• decide on the pay and other benefits of people appointed under this Article;

• delegate any of their authority, powers or discretions to:

(i) any local board or committee; or

(iii) any manager, or agent of the Company;

• allow local committees or boards, managers or agents to delegate to another

person;

• allow the members of local committees, boards or agencies to fill any vacancies on
them;

• allow the members of local committees, boards or agencies to continue to act even
though there are vacancies on them;

• remove any people they have appointed under this Article; and

• cancel or change an appointment or delegation made under this Article, although

this will not affect anybody who acts in good faith who has not had any notice of
any cancellation or variation.

Any appointment or delegation by the directors which is referred to in this Article can be on
any terms and conditions decided on by the directors.

115.3 A person who is employed by, or occupies an office with, the Company may be given a
title which includes the words “Associate Director”. This will not imply that such person is a
director of the Company or that he is entitled to act as a director or be deemed to be a
director for the purposes of these Articles.

116 The power to appoint attorneys

116.1 The directors can appoint anyone (including the members of a group which changes over
time) as the Company’s attorney or attorneys by granting a power of attorney or by
authorising him or them in some other way. The attorney or attorneys can either be
appointed directly by the directors, or the directors can give someone else the power to
select attorneys. The directors can decide on the purposes, powers, authorities and
discretions of attorneys.

116.2 The directors can decide for how long a power of attorney will last and they can apply any
terms and conditions to it. The power of attorney can also include any provisions which the
directors decide on for the protection and convenience of anybody dealing with the
attorney. The power of attorney can also allow the attorney to sub-delegate any or all of his
power, authority or discretion to any other person.

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 Exhibit 1.2

117 Borrowing powers

So far as the Companies Acts allow, the directors can exercise all the powers of the
Company to:

• borrow money;

• issue (subject to the provisions of the Companies Acts regarding authority to allot
debentures convertible into shares) debentures and other securities; and

• give any form of:

• guarantee; and

• security, either outright or as collateral and over all or any of the

Company’s undertaking, property and uncalled capital,

for any debt, liability or obligation of the Company or of any third party.

118 Borrowing restrictions

118.1 The directors must:

• limit the Borrowings of the Company and

• exercise all voting and other rights or powers of control exercisable by the
Company in relation to its subsidiary undertakings

• to ensure that the total amount of all Borrowings by the Group outstanding at any
time will not exceed 1.5 times the Adjusted Total of Capital and Reserves at
such time.

This limitation on Borrowings will only affect subsidiary undertakings to the extent that
the directors can restrict the borrowings of the subsidiary undertakings by exercising the
rights or powers of control which the Company has over its subsidiary undertakings.
The Company may consent in advance to exceeding the borrowing limit by passing an
ordinary resolution at a General Meeting.

118.2 In this Article:

Group means the Company and its subsidiary undertakings for the time being;

Adjusted Total of Capital and Reserves means the aggregate of the share capital and
reserves as shown in the latest audited consolidated balance sheet of the Group
(including the amount paid up or credited as paid up on the issued share capital of the
Company, the share premium account, capital redemption reserve, profit and loss account
and other reserves included within the Group’s equity shareholders’ funds) (the
“Reserves”) but:

• adjusted as appropriate in respect of any variation to the paid up share capital or

reserves since the date of the latest audited consolidated balance sheet as
recorded within the monthly management accounting records of the Group
prepared in accordance with the accounting bases and principles applied in the
preparation of its latest audited consolidated balance sheet;

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 Exhibit 1.2

• adding any amount which has been deducted at any time from the Reserves of the
Group for goodwill arising on consolidation either by direct charge to Reserves or
by charge to the Group’s consolidated profit and loss account; and

• making such other adjustments (if any) as the auditors of the Company consider
appropriate.

Borrowings means the aggregate amount of all liabilities and obligations of the Group
which in accordance with the accounting bases and principles of the Group are treated as
borrowings in the latest audited consolidated balance sheet of the Group but:

• adjusted as appropriate in respect of any variation to borrowings since the date of

the latest audited consolidated balance sheet as recorded within the monthly
management accounting records of the Group prepared in accordance with the
accounting bases and principles applied in its latest audited consolidated balance
sheet;

• excluding any borrowings under finance or structured tax lease arrangements to

the extent matched as part of those arrangements by deposits of cash or cash
equivalent investments which are treated by the creditor concerned as available to
reduce its net exposure; and

• making such other adjustments (if any) as the auditors of the Company consider
appropriate.

118.3 The determination of the Company’s auditors as to the amount of the Adjusted Total of
Capital and Reserves and the total amount of Borrowings at any time shall be conclusive
and binding on all concerned and for the purposes of their computation the Company’s
auditors may at their discretion make such further or other adjustments (if any) or
determinations as they think fit. Nevertheless the directors may act in reliance on a bona
fide estimate of the amount of the Adjusted Total of Capital and Reserves and the total
amount of Borrowings at any time and if in consequence the borrowing limit is
inadvertently exceeded an amount of borrowings equal to the excess may be disregarded
until the expiration of three months after the date on which by reason of a determination of
the Company’s auditors or otherwise the directors became aware that such a situation has
or may have arisen.

118.4 No lender or other person dealing with the Group need be concerned whether the
borrowing limit is observed. No debt incurred or security given in breach of the borrowing
limit will be invalid or ineffective unless the lender or the recipient of the security had
express notice at the time when the debt was incurred or security given, that the limit had
been or would as a result be breached.

ALTERNATE DIRECTORS

119 Alternate directors

119.1 Any director may appoint any person (including another director) to act in his place (such
person is called an alternate director). Such appointment requires the approval of the
directors, unless the proposed alternate director is another director. A director appoints an
alternate director by delivering an appointment notice signed or authenticated in

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 Exhibit 1.2

accordance with Article 147 by him (or in any other manner which has been approved by
the directors) to the Registered Office. An alternate director need not be a shareholder.

119.2 The appointment of an alternate director ends if the director appointing him ceases to be
a director, unless that director retires at a General Meeting at which he is re-elected under
Article 91.1. A director can also remove his alternate by delivering a notice signed or
authenticated in accordance with Article 147 by him (or doing something else which has
been approved by the directors) delivered to the Registered Office. An alternate director
can also be removed as an alternate by a resolution of the directors.

119.3 An alternate director is entitled to receive notices of directors’ meetings once he has
given the Company an address to which notices may be served on him. He is entitled to
attend and vote as a director at any such meeting at which the director appointing him is
not personally present and generally at such meeting to perform all functions of the director
appointing him as a director. If he is himself a director or attends any such meeting as an
alternate for more than one director, he will have one vote for each director for whom he
acts as an alternate, in addition to his own vote as a director. However, he may not be
counted more than once for the purposes of the quorum. If his appointor is temporarily
unable to act through ill health or disability his signature of or authentication of any
directors’ written resolution is as effective as the signature or authentication of his
appointor.

119.4 If the directors decide to allow this, Article 119.3 also applies in a similar fashion to any
meeting of a committee of which his appointor is a member.

119.5 An alternate director shall be an officer of the Company and shall alone be responsible to
the Company for his own actions and mistakes. Except as said in this Article 119, an
alternate director:

• does not have power to act as a director;

• is not considered to be a director for the purposes of the Articles;

• is not considered to be the agent of his appointor; and

• cannot appoint an alternate director.

119.6 Subject to the Companies Acts, an alternate director is entitled to contract and be
interested in and benefit from contracts or arrangements or transactions and to be repaid
expenses and to be indemnified to the same extent as if he were a director. However, he is
not entitled to receive from the Company as alternate director any pay, except only such
part (if any) of the pay otherwise payable to his appointor as such appointor may direct the
Company in writing to pay to his alternate.

THE SECRETARY

120 The Secretary and Deputy and Assistant Secretaries

120.1 The Secretary is appointed by the directors. The directors decide on the terms and period
of his appointment so long as allowed to do so by the Companies Acts. The directors can
also remove the Secretary, but this does not affect any claim for damages against the
Company for breach of any contract between him and the Company.

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 Exhibit 1.2

120.2 The directors can also appoint one or more people to be deputy or assistant secretary.
Anything which the Companies Acts allow to be done by or to the Secretary can, if there
is no Secretary, or the Secretary is for any reason not capable of doing what is required of
him, also be done by or to any deputy or assistant secretary. If there is no deputy or
assistant secretary capable of acting, the directors can appoint any officer to do what
would be required of the deputy or assistant secretary.

120.3 Anything which the Companies Acts allow to be done by or to a director and the
Secretary, cannot be done by or to one person acting as both a director and a Secretary.

THE SEAL

121 The Seal

121.1 The directors are responsible for arranging for the Common Seal and any Securities Seal
to be kept safely. The Common Seal and any Securities Seal can only be used with the
authority of the directors or of a committee authorised by the directors to use it. The
Securities Seal can be used only for sealing securities issued by the Company in
certificated form and sealing documents creating or evidencing securities issued by the
Company.

121.2 Subject to the provisions of these Articles which relate to share certificates, every
document which is sealed using the Common Seal must be signed personally by:

• one director and the Secretary; or

• two directors; or

• any other persons who are authorised to do so by the directors.

121.3 Where a signature is required to witness the Common Seal, the directors may decide that
the individual need not sign the document personally but that his signature may be printed
on it mechanically, electronically or in any other way the directors approve.

121.4 Securities and documents which have the Securities Seal stamped on them do not need
to be signed unless the directors or the Companies Acts require this.

121.5 The directors can use all the powers given by the Companies Acts relating to official seals
for use abroad.

121.6 Certificates for debentures or other securities of the Company may be printed in any way
and may be sealed and/or signed for in any manner allowed by these Articles.

121.7 As long as it is allowed by the Companies Acts, any document signed by:

• one director and the Secretary; or

• by two directors; or

• one director in the presence of a witness who attests to the signature,

and expressed to be entered into by the Company shall have the same effect as if it had
been made effective by using the Common Seal. However no document which states that
it is intended to have effect as a deed shall be signed in this way without the authority of
the directors or of a committee authorised by the directors to give such authority.

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 Exhibit 1.2

AUTHENTICATING DOCUMENTS

122 Establishing that documents are genuine

122.1 Any director, or the Secretary, has power to identify as genuine any of the following and to
certify copies or extracts from them as true copies or extracts:

• any documents relating to the Company’s constitution;

• any resolutions passed by the shareholders or any class of shareholders, or by

the directors or by a committee of the directors; and

• any books, documents, records or accounts which relate to the Company’s

business.

The directors can also delegate this power to other people.

122.2 When any books, documents, records or accounts are not kept at the Registered Office,
the officer of the Company who has custody of them is treated as a person who has been
authorised by the directors to identify them as genuine and to provide certified copies or
extracts from them.

122.3 A document which appears to be a copy of a resolution or an extract from the minutes of
any meeting, and which is certified as a copy or extract as described in Article 122.1 or
122.2 is conclusive evidence for anyone who deals with the Company on the strength of
the document that:

• the resolution has been properly passed; or

• the extract is a true and accurate record of the proceedings of a valid meeting.

RESERVES

123 Setting up reserves

The directors can, before recommending any dividend, set aside any profits of the
Company and hold them in a reserve. The directors can decide to use these sums for any
purpose for which the profits of the Company can lawfully be used. Sums held in a reserve
can either be employed in the business of the Company or be invested. The directors can
divide the reserve into separate funds for particular purposes and alter the funds into which
the reserve is divided. The directors can also carry forward any profits without holding
them in a reserve.

DIVIDENDS

124 No dividends are payable except out of profits

124.1 No dividend can be paid otherwise than out of profits available for distribution under the
Companies Acts.

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 Exhibit 1.2

124.2 The profits of the Company which are determined to be distributed will be used in the
payment of dividends to shareholders in accordance with their respective rights and
priorities.

125 Final dividends

The directors may recommend the amount of any final dividend. The shareholders can
then declare dividends by passing an ordinary resolution, but the amount declared cannot
exceed the amount recommended by the directors.

126 Fixed and interim dividends

126.1 If the directors consider that the profits of the Company justify such payments, they can
pay:

• fixed dividends on any class of shares carrying a fixed dividend on the dates fixed
for the payment of those dividends; and

• interim dividends on shares of any class of any amounts and on any dates and for
any period which they decide.

126.2 If the directors act in good faith, they are not liable to any shareholders for any loss they
may suffer because a lawful dividend has been paid under this Article on other shares
which rank equally with or behind their shares.

127 Dividends not in cash

If the directors recommend this, shareholders can pass an ordinary resolution to direct all
or part of a dividend to be paid by distributing specific assets (and in particular paid-up
shares or debentures of any other company) rather than cash. The directors must give
effect to that resolution. Where any difficulty arises on the distribution and valuation of the
assets, the directors can settle it as they decide. In particular, they can:

• issue fractional certificates;

• value assets for distribution purposes;

• pay cash of a similar value to adjust the rights of persons entitled to the dividend;
and/or

• transfer any assets to trustees for persons entitled to the dividend.

128 Calculation and currency of dividends

128.1 All dividends will be divided and paid in proportions based on the amounts which have
been paid-up on the shares during any period for which the dividend is paid. Sums which
have been paid-up in advance of calls do not count in calculating the amount of a dividend
to be paid on a share. If the terms on which any share is issued provide that such share
will be entitled to a dividend as if it were a fully paid-up, or partly paid-up, share from a
particular date (in the past or the future), it will be entitled to a dividend on this basis. This
Article applies unless the rights attached to any shares, or the terms of any shares,
provide otherwise.

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 Exhibit 1.2

128.2 Unless the rights attached to any shares, or the terms of any shares, or the Articles
provide otherwise, a dividend, or any other money payable in respect of any share, can be
paid to a shareholder in whatever currency the directors decide, using an appropriate
exchange rate selected by the directors for any currency conversions which are required.

128.3 The directors can decide that a particular Approved Depositary should be able to receive
dividends in a currency other than the currency in which it is declared and can make
arrangements accordingly. In particular, if an Approved Depositary has chosen or agreed
to receive dividends in another currency, the directors can make arrangements with the
Approved Depositary for payment to be made to the Approved Depositary for value on
the date on which the relevant dividend is paid, or a later date decided on by the directors.

129 Deducting amounts owing from dividends and other money

If a shareholder owes any money for calls on shares, or money relating in any other way
to shares, the directors can deduct any of this money (as long as it is immediately
payable) from:

• any dividend on any shares held by the shareholder; or

• any other money payable by the Company in connection with the shares.

Money deducted in this way can be used to pay amounts owed to the Company in
connection with the shares.

130 Payments to shareholders

130.1 Any dividend or other money payable in cash (whether in sterling or foreign currency)
relating to a share can be paid by such method as the directors, in their absolute
discretion, may decide. Different methods of payment may apply to different shareholders
or groups of shareholders (such as overseas shareholders). Without limiting any other
method of payment which the Company may adopt, the directors may decide that
payment can be made wholly or partly:

• by inter-bank transfer, electronic form, electronic means or by such other means

approved by the directors directly to an account (of a type approved by the
directors) nominated in writing by the shareholder or the joint shareholders; or

• by cheque or warrant or any other similar financial instrument made payable to the
shareholder who is entitled to it and sent direct to his registered address or, in the
case of joint shareholders, to the shareholder who is first named in the Register
and sent direct to his registered address, or to someone else named in an
instruction in writing from the shareholder (or from all joint shareholders).

130.2 If the directors decide that payments will be made by electronic transfer to an account (of a
type approved by the directors) nominated by a shareholder or joint shareholders, but no
such account is nominated by the shareholder or joint shareholders or an electronic
transfer into a nominated account is rejected or refunded, the Company may credit the
amount payable to an account of the Company to be held until the shareholder
nominates a valid account.

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 Exhibit 1.2

130.3 An amount credited to an account under Article 130.2 is to be treated as having been paid
to the shareholder at the time it is credited to that account. The Company will not be a
trustee of the money and no interest will accrue on the money.

130.4 The Company will not pay interest on any dividend or other money due to a shareholder
in respect of his shares, unless the rights of the shares provide otherwise.

130.5 Payment by electronic transfer, cheque or warrant, or in any other way, is made at the risk
of the people who are entitled to the money. The Company is treated as having paid a
dividend if a payment using electronic or other means approved by the directors is made in
accordance with instructions given by the Company or if such a cheque or warrant is
cleared. The Company will not be responsible for a payment which is lost or delayed.

130.6 For joint shareholders, the Company can rely on a receipt for a dividend or other money
paid on shares from any one of them.

131 Record dates for payments and other matters

Any dividend or distribution on shares of any class can be paid to the holder or holders of
the shares shown on the Register, at the close of business on whatever day may be
provided in the resolution declaring the dividend or providing for the distribution. The
dividend or distribution will be based on the number of shares registered on that day. This
Article applies whether what is being done is the result of a resolution of the directors or a
resolution passed at a General Meeting. The date can be before any relevant resolution
was passed. This Article does not affect the rights to the dividend or distribution as
between past and present shareholders.

132 Dividends which are not claimed

132.1 If an amount is held in an account pursuant to Article 130.2, or a payment made by
cheque, warrant or any other written financial instrument for an amount payable under
Article 130.1 has not been claimed, for one year after the passing of either the resolution
passed at a General Meeting declaring that dividend or the resolution of the directors
providing for payment of that dividend, the directors may invest the dividend or use it in
some other way for the benefit of the Company until the dividend is claimed. If a dividend
has not been claimed for 12 years after either the passing of the relevant resolution either
declaring that dividend or providing for payment of that dividend, it will be forfeited and
belong to the Company again.

132.2 If an amount is held in an account pursuant to Article 130.2, or a cheque, warrant or other
written financial instrument for an amount payable under Article 130.1 has been sent back
or is not cashed, for two dividends in a row, the Company can stop paying dividends. If the
shareholder or a person automatically entitled to the shares by law claims those
dividends in writing (before they are forfeited under Article 132.1), the Company must start
paying dividends by any payment method approved by the directors in accordance with
Article 130.

133 Waiver of dividends

Where a shareholder wants to waive his entitlement to all or any part of a dividend, he
may do so by delivering a notice in writing to that effect, signed or authenticated in

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 Exhibit 1.2

accordance with Article 147 by him, to the Company. If appropriate, the notice in writing
may be signed or authenticated in accordance with Article 147 by whoever has become
automatically entitled to the shares by law. For the waiver to be effective, the Company
must accept the notice in writing and act on it. The Company may, however, decline to act
on the notice in writing and continue to pay dividends to the shareholder accordingly.

CAPITALISING RESERVES

134 Capitalising reserves

134.1 Subject to any special rights attaching to any class of shares, the shareholders can pass
an ordinary resolution to allow the directors to change into capital any sum which:

• is part of any of the Company’s reserves (including premiums received when any
shares were issued, capital redemption reserves or other undistributable
reserves); or

• the Company is holding as undistributed profits.

134.2 Unless the ordinary resolution states otherwise the directors will use the sum which is
changed into capital for the Ordinary Shareholders on the Register at the close of
business on the day the resolution is passed (or another date stated in the resolution or
fixed as stated in the resolution). The sum set aside must be used to pay up in full shares
of the Company and to allot such shares and distribute them to holders of Ordinary
Shares as bonus shares in proportion to their holdings of Ordinary Shares at the time.
The shares can be Ordinary Shares or, if the rights of other existing shares allow this,
shares of some other class.

134.3 If any difficulty arises in operating this Article, the directors can resolve it in any way which
they decide. For example they can deal with entitlements to fractions of a share. They can
decide that the benefit of fractions of a share belongs to the Company or that fractions of
a share are ignored or deal with fractions of a share in some other way.

134.4 The directors can appoint any person to sign any contract with the Company on behalf of
those who are entitled to shares under the resolution. Such a contract is binding on all
concerned.

SCRIP DIVIDENDS

135 Ordinary Shareholders can be offered the right to receive extra shares
instead of cash dividends
135.1 The directors can offer Ordinary Shareholders the right to choose to receive extra
Ordinary Shares, which are credited as fully paid-up, instead of some or all of their cash
dividend. Before they can do this, the shareholders must have passed an ordinary
resolution authorising the directors to make this offer.

135.2 The ordinary resolution can apply to a particular dividend or dividends (whether declared or
not). Alternatively, it can apply to some or all of the dividends which may be declared or

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 Exhibit 1.2

paid in a specified period. The specified period must end no later than five years after the
ordinary resolution is passed.

135.3 The directors can offer Ordinary Shareholders or persons automatically entitled by
operation of law the right to request new Ordinary Shares instead of cash for:

• the next dividend; or

• all future dividends (if shares are made available as an alternative to a cash
dividend), until they tell the Company that they no longer wish to receive new
Ordinary Shares.

The directors can also allow Ordinary Shareholders to choose between these
alternatives.

135.4 An Ordinary Shareholder opting for new shares is entitled to Ordinary Shares whose
total relevant value is as near as possible to the cash dividend (disregarding any tax
credit) he would have received, but no greater than such cash dividend.

135.5 The relevant value of an Ordinary Share is a value calculated in the manner set out in
the ordinary resolution or, if the ordinary resolution does not set out how the relevant
value of an Ordinary Share is to be calculated, then the relevant value of an Ordinary
Share is the average value of the Ordinary Shares for the five dealing days starting from,
and including, the day when the shares are first quoted “ex dividend ”. This average value
is worked out from the average middle market quotations for the Ordinary Shares on the
London Stock Exchange, as published in its Daily Official List. A certificate or report from
the Company’s auditors as to the amount of the relevant value will be conclusive
evidence of that amount.

135.6 After the directors have decided to apply this Article to a dividend, they must notify eligible
Ordinary Shareholders in writing of their right to choose new Ordinary Shares. This
notice should also set out the procedure by which the Ordinary Shareholders must notify
the Company if they wish to receive new Ordinary Shares. Where Ordinary
Shareholders have already chosen to receive new Ordinary Shares in place of all cash
future dividends, if new Ordinary Shares are available, the Company will not notify them
of a right to receive new Ordinary Shares. Instead, the Company will remind them that
they have already chosen to receive new Ordinary Shares and explain to them how to tell
the Company if they wish to start receiving cash dividends again.

135.7 The directors can set a minimum number of Ordinary Shares in respect of which the right
to choose new Ordinary Shares can be exercised. No Ordinary Shareholder or person
who is automatically entitled to an Ordinary Share by law will receive a fraction of a
share. The directors can decide how to deal with any fractions left over and the Company
can, if the directors decide, receive the benefit of any or all of these.

135.8 The directors can exclude or restrict the right to choose new Ordinary Shares, or make
any other arrangements where they decide that:

• this is necessary or convenient to deal with any legal or practical problems in

relation to holders of Ordinary Shares with registered addresses in any particular
territory under the laws of any territory, or requirements of any recognised
regulatory body or stock exchange in any territory; or

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 Exhibit 1.2

• special formalities would otherwise apply in connection with the offer of new
Ordinary Shares (including Ordinary Shares being represented by American
Depositary Shares); or

• it would be impractical or unduly onerous to give the right to any Ordinary

Shareholder or that for some other reason the offer should not be made to them.

135.9 The directors can exclude or restrict the right to choose new Ordinary Shares in the case
of any shareholder who is an Approved Depositary or a nominee for an Approved
Depositary. They can do this if the offer or exercise of the right to or by the people on
whose behalf the Approved Depositary holds the shares would suffer from legal or
practical problems of the kind mentioned in Article 135.8. If other Ordinary Shareholders
(other than those excluded under Article 135.8) have the right to choose new Ordinary
Shares, the directors must be satisfied that an appropriate dividend reinvestment plan or
similar arrangement is available to a substantial majority of the people on whose behalf the
Approved Depositary holds shares or that such arrangements will be available promptly.
The first sentence of this Article 135.9 does not apply until the directors are satisfied of this.

135.10 If an Ordinary Shareholder chooses to receive new Ordinary Shares, no dividend on the
Ordinary Shares for which he has chosen to receive new Ordinary Shares (which are
called the elected shares), will be declared or payable. Instead, new Ordinary Shares will
be allotted on the basis set out earlier in this Article. To do this the directors will convert into
capital a sum equal to the total nominal value of the new Ordinary Shares to be allotted.
They will use this sum to pay up in full the appropriate number of new Ordinary Shares.
These will then be allotted and distributed to the holders of the elected shares as set out
above. The sum to be converted into capital can be taken from any amount which is then in
any reserve or fund (including the share premium account, any capital redemption reserve
and the profit and loss account). Article 134 applies to this process, so far as it is
consistent with this Article 135.

135.11 The new Ordinary Shares rank equally in all respects with the existing fully paid-up
Ordinary Shares at the time the new Ordinary Shares are allotted. The new Ordinary
Shares are not entitled to share in the dividend from which they arose or any other
dividend or distribution or other entitlement which has been declared, made or paid or is
payable by reference to such record date or earlier record date.

135.12 Unless the directors decide otherwise or the CREST Regulations or the rules of a
relevant system require otherwise, any new Ordinary Shares which an Ordinary
Shareholder has chosen to receive instead of some or all of his cash dividend will be:

• shares in uncertificated form if the corresponding elected shares were

uncertificated shares on the record date for that dividend; and

• shares in certificated form if the corresponding elected shares were shares in

certificated form on the record date for that dividend.

135.13 The directors can decide that new Ordinary Shares will not be available in place of any
cash dividend. They can decide this at any time before new Ordinary Shares are allotted
in place of such dividend, whether before or after Ordinary Shareholders have chosen to
receive new Ordinary Shares.

135.14 The directors have the power to do all acts and things they consider necessary to give
effect to this Article.

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 Exhibit 1.2

ACCOUNTS

136 Accounting and other records

136.1 The directors must make sure that proper accounting records that comply with the
Companies Acts are kept. These records must explain the Company’s transactions and
show its financial position at any time with reasonable accuracy.

136.2 The directors must, in accordance with the Companies Acts, ensure that the Company’s
annual accounts and reports specified in the Companies Acts are prepared and laid
before the Company at a General Meeting.

136.3 The auditors’ report must be laid before the Company in General Meeting and must be
open for inspection as required by the Companies Acts.

137 Location and inspection of records

137.1 The accounting records must be kept:

• at the Registered Office; or

• at any other place which the Companies Acts allow and the directors decide on.

137.2 The Company’s officers always have the right to inspect the accounting records.

137.3 No shareholder (other than a shareholder who is also an officer) has any right to inspect
any books or papers of the Company unless:

• the Companies Acts or a proper court order give him that right; or

• the directors authorise him to do so; or

• he is authorised by an ordinary resolution to do so.

138 Sending copies of accounts and other documents

138.1 This Article applies to every auditors’ report and Company’s annual accounts and reports
to be laid before the shareholders at a General Meeting with any other document which
the Companies Acts requires to be attached to these.

138.2 Copies of the documents set out in Article 138.1 must be delivered or sent to the
shareholders and debenture holders at their registered addresses and to all other people
to whom the Articles, or the Companies Acts or the requirements of the UK Listing
Authority or the London Stock Exchange (or of any other stock exchange on which all or
any of the shares of the Company have been admitted for listing) require the Company to
send them. This must be done at least 21 days before the relevant General Meeting.
However, the Company need not send these documents to shareholders who are sent
summary financial statements in accordance with the Companies Acts.

138.3 Shareholders or debenture holders who are not sent copies of the above documents in
Article 138.2 can receive a copy free of charge by applying to the Company at the
Registered Office.

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 Exhibit 1.2

AUDITORS

139 Actions of auditors

The directors must appoint auditors for the Company. The duties of the auditors will be
regulated in accordance with the Companies Acts. So far as the Companies Acts allow,
the actions of a person acting as an auditor are valid in favour of anyone dealing with the
Company in good faith, even if there was some defect in the person’s appointment or
qualification to act as an auditor.

140 Auditors at General Meetings

The Company’s auditor can attend any General Meeting. He can speak at General
Meetings on any business which is relevant to him as auditor.

COMMUNICATIONS WITH SHAREHOLDERS

141 Serving and delivering notices and other documents

141.1 To the extent permitted and unless required otherwise by the Companies Acts, any other
Act applying to the Company or these Articles, the Company can send, serve, supply or
deliver any offer, notice, information or any other document, including a share certificate,
on or to a shareholder:

• personally;

• by posting it in a letter (with postage paid) to the shareholder’s registered address

or by causing it to be left at that address in some other way; or

• by electronic means and/or by making such offers, notices, information or

documents available on a website.

141.2 The Company Communication Provisions have effect for the purposes of any provisions
of the Companies Acts or these Articles that authorise or requires offers, notices,
information or any other documents to be sent, served, supplied or delivered by or to the
Company.

141.3 Articles 141 to 147 do not affect any provision of the Companies Acts requiring offers,
notices, information or documents to be sent, served, supplied or delivered in a particular
way.

142 Notices to joint holders

142.1 Anything which needs to be agreed or specified by the joint holders of a share shall for all
purposes be taken to be agreed or specified by all the joint holders where it has been
agreed or specified by the joint holder whose name stands first in the Register in respect
of the share.

142.2 Any offer, notice, information or any other document which is authorised or required to be
sent or supplied to joint holders of a share may be sent or supplied to the joint holder
whose name stands first in the Register in respect of the share, to the exclusion of the

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 Exhibit 1.2

other joint holders. For such purpose, a joint holder having no registered address in the
United Kingdom and not having supplied an address within the United Kingdom for the
service of notices may, subject to any Act applying to the Company, be disregarded.

142.3 The provisions of this Article shall have effect, subject to the Companies Acts, in place of
the Company Communications Provisions regarding notices to joint holders.

143 Notices for shareholders with foreign addresses

Subject to the Companies Acts and any other Act applying to the Company, the
Company shall not be required to send offers, notices, information or any other documents
to a shareholder who (having no registered address within the United Kingdom) has not
supplied to the Company a postal address within the United Kingdom for the service of
notices.

144 When notices are served

144.1 If an offer, notice, information or any other document is delivered or served by hand, it is
treated as being delivered or served at the time it is handed to the shareholder or left at
his registered address.

144.2 If an offer, notice, information or any other document (including a share certificate) is sent
or supplied by the Company in hard copy form, or in electronic form, but to be delivered
other than by electronic means, and which is sent by pre-paid post and properly addressed
shall be deemed to have been received by the intended recipient at the expiration of 24
hours after the time it was posted, and in proving such receipt it shall be sufficient to show
that such offer, notice, information or other document was properly addressed, pre-paid
and posted.

144.3 If an offer, notice, information or any other document is sent or supplied by the Company
by electronic means it shall be deemed to have been received by the intended recipient
two hours after it was transmitted, and in proving such receipt it shall be sufficient to show
that such offer, notice, information or other document was properly addressed.

144.4 If an offer, notice, information or any other document is sent or supplied by the Company
by means of a website it shall be deemed to have been received when the material was
first made available on the website or, if later, when the recipient received (or is deemed to
have received) notice of the fact that the material was available on the website.

144.5 This Article shall have effect, subject to any mandatory provision of the Companies Acts
and any other Act applying to the Company, in place of the Company Communications
Provisions relating to when offers, notices, information or any other documents are
deemed delivered.

145 Serving notices and documents on shareholders who have died or are
bankrupt
145.1 A person who claims to be entitled to a share in consequence of the death or bankruptcy of
a shareholder or otherwise by operation of law shall supply to the Company:

• such evidence as the directors may reasonably require to show his title to the
share; and

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 Exhibit 1.2

• an address within the United Kingdom for the service of notices,

whereupon he shall be entitled to have served upon or delivered to him at such address
any offer, notice, information or any other document to which the said shareholder would
have been entitled, and such service or delivery shall for all purposes be deemed a
sufficient service or delivery of such offer, notice, information or any other document on all
persons interested (whether jointly with or claiming through or under him) in the share.

145.2 Save as provided by Article 145.1, any offer, notice, information or any other document
delivered or sent to the address of any shareholder in pursuance of these Articles shall,
notwithstanding that such shareholder be then dead or bankrupt or in liquidation, and
whether or not the Company has notice of his death or bankruptcy or liquidation, be
deemed to have been duly delivered or sent in respect of any share registered in the name
of such shareholder as sole or first-named joint holder.

145.3 The provisions of this Article shall have effect in place of the Company Communications
Provisions regarding the death or bankruptcy of a holder of shares in the Company.

146 If documents are accidentally not sent or the postal services are suspended
146.1 The accidental failure to send, or the non-receipt by any person entitled to any offer, notice,
information or any other document relating to any meeting or other proceeding shall not
invalidate the meeting or other proceeding.

146.2 If at any time by reason of the suspension or curtailment of postal services within the
United Kingdom the Company is unable to give notice by post in hard copy form of a
shareholders’ meeting, such notice shall be deemed to have been given to all
shareholders entitled to receive such notice in hard copy form if such notice is advertised
in at least one national newspaper and such notice shall be deemed to have been given on
the day when the advertisement appears. In any such case, the Company shall (i) make
such notice available on its website from the date of such advertisement until the
conclusion of the meeting or any adjournment thereof and (ii) send confirmatory copies of
the notice by post to such shareholders if at least seven days prior to the meeting the
posting of notices again becomes practicable.

147 Signature or authentication of documents

147.1 Where these Articles require an offer, notice, information or any other document to be
signed or authenticated by a shareholder or any other person then any such offer, notice
or other document sent or supplied in electronic form or by means of a website shall be
sufficiently authenticated in any manner authorised by the Company Communications
Provisions or in such other manner approved by the directors.

147.2 The directors may determine procedures for validating offers, notices, information or any
other documents sent or supplied in electronic form or by means of a website, and any
offer, notice, information or any other document, not validated in accordance with such
procedures shall be deemed not to have been received by the Company.

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 Exhibit 1.2

MINUTES AND RECORDS

148 Minutes
148.1 The directors must ensure that minutes are entered in books kept for the purpose of:

• all appointments of officers made by the directors;

• the names of the directors present at each directors’ meeting and of any committee
of the directors;

• all resolutions and proceedings at all General Meetings of the Company, the
holders of any class of shares in the Company, the directors and any committees
of the directors;

and every director present at any directors’ meeting or committee meeting must sign his
name in a book to be kept for that purpose.

148.2 If any such minute purports to be signed or authenticated by the chairman of the meeting
at which the proceedings took place or by the chairman of the next succeeding meeting
this shall be conclusive evidence of the proceedings.

149 Availability of records for inspection and notifying the Registrar of

Companies
149.1 The Company must keep and make available for inspection as required by the
Companies Acts:

• a register of the directors and Secretary which must include all information
required by the Companies Acts (and from time to time the Company must notify
the registrar of companies of changes to the register and the date of the change in
the manner required by the Companies Acts);

• copies and memoranda of directors’ service contracts with the Company and any
of its subsidiaries;

• a register for recording information relating to interests in the share capital of the
Company.

149.2 The directors must ensure that a register is kept in accordance with the Companies Acts
of all charges specifically affecting property of the Company and of all floating charges on
the whole or part of the Company’s property or undertaking, and the directors must
comply with the Companies Acts in relation to registration of charges.

WINDING UP

150 Directors’ power to petition

The directors can present a petition to the Court in the name and on behalf of the
Company for the Company to be wound up.

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 Exhibit 1.2

151 Distribution of assets in kind

If the Company is wound up (whether the liquidation is voluntary, under supervision of the
Court, or by the Court) the liquidator can, with the authority of a special resolution passed
by the shareholders and any other sanction required by the Companies Acts or any
other Act, divide among the shareholders the whole or any part of the assets of the
Company. This applies whether the assets consist of property of one kind or different
kinds. For this purpose, the liquidator can place whatever value he considers fair upon any
property and decide how the division is carried out as between shareholders or different
classes of shareholders. The liquidator can also, with the authority of a special resolution
passed by the shareholders and any other sanction required by the Companies Acts or
any other Act, transfer any part of the assets to trustees upon any trusts for the benefit of
shareholders which the liquidator decides. However no past or present shareholder can
be compelled to accept any shares or other securities under this Article which carry a
liability.

DESTROYING DOCUMENTS

152 Destroying documents

152.1 The Company can destroy all:

• forms of transfer of shares, and documents sent to support a transfer, and any
other documents which were the basis for making an entry on the Register, after
six years from the date of registration;

• dividend payment instructions and notifications of a change of address or name,

after two years from the date these were registered; and

• cancelled share certificates, one year after the date they were cancelled.

152.2 A document destroyed in accordance with Article 152.1 is conclusively treated as having
been a valid and effective document in accordance with the Company’s records relating to
the document. Any action of the Company in dealing with the document in accordance
with its terms before it was destroyed is conclusively treated as properly taken.

152.3 Articles 152.1 and 152.2 only apply to documents which are destroyed in good faith and if
the Company has not been informed that keeping the documents is relevant to any claim.

152.4 For documents relating to shares in uncertificated form, the Company must also comply
with any rules (as defined in the CREST Regulations) which limit its ability to destroy
these documents.

152.5 This Article does not make the Company liable if it:

• destroys a document earlier than referred to in Article 152.1; or

• would not be liable if this Article did not exist.

152.6 This Article applies whether a document is destroyed or disposed of in any other manner.

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 Exhibit 1.2

DIRECTORS’ LIABILITIES

153 Indemnity
153.1 Subject to the provisions of, and so far as may be permitted by and consistent with, the
Companies Acts, rules made by the UK Listing Authority and local law as applicable,
every director, Secretary and officer of the Company and of each Associated Company
of the Company may be indemnified by the Company out of its own funds against:

• any liability incurred by or attaching to him in connection with any negligence,

default, breach of duty or breach of trust by him in relation to the Company or any
Associated Company of the Company other than in the case of a director of the
Company or any Associated Company:

(i) any liability to the Company or any Associated Company; and

(ii) any liability of the kind referred to in Section 234(3) of the Companies Act
2006; and

• any other liability incurred by or attaching to him in the actual or purported

execution and/or discharge of his duties and/or the exercise or purported exercise
of his powers and/or otherwise in relation to or in connection with his duties,
powers or office.

153.2 Subject to the provisions of, and so far as may be permitted by and consistent with, the
Companies Acts, the rules of the UK Listing Authority and local law as applicable, every
director, Secretary and officer of the Company and of each Associated Company of the
Company may be indemnified by the Company out of its own funds against:

• any liability incurred by or attaching to him in connection with any negligence,

default, breach of duty or breach of trust by him in relation to the Company or any
Associated Company of the Company, if it is the trustee of an occupational
pension scheme (within the meaning of Section 235(6) of the Companies Act
2006), in so far as such liability relates to the Company’s or any such Associated
Companies’ activities as trustee of such occupational pension scheme and other
than in the case of a director of the Company or any Associated Company any
liability of the kind referred to in Section 235(3) of the Companies Act 2006; and

• any other liability incurred by or attaching to him in the actual or purported

execution and/or discharge of his duties and/or the exercise or purported exercise
of his powers and/or otherwise in relation to or in connection with his duties,
powers or office.

153.3 Where a director, Secretary or officer is indemnified against any liability in accordance with
this Article 153, such indemnity shall extend to all costs, charges, losses, expenses and
liabilities incurred by him in relation thereto.

153.4 In this Article Associated Company shall have the meaning given by Section 256 of the
Companies Act 2006.

153.5 So far as the Companies Acts allow, the Secretary and other officers, who are not
directors of the Company or an Associated Company of the Company of the Company
are exempted from any liability to the Company or any Associated Company of the
Company where that liability would be covered by the indemnity in Article 153.1.

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 Exhibit 1.2

154 Insurance and Defence funding

154.1 For the purpose of this Article each of the following is a Relevant Company:

• the Company;

• any holding company of the Company;

• any company in which the Company or its holding company or any of the
predecessors of the Company or of its holding company has or had any interest,
whether direct or indirect; and

• any company which is in any way allied to or associated with the Company, or
any subsidiary undertaking of the Company or such other company.

154.2 Without limiting Article 153 in any way, the directors can arrange for the Company to
purchase and maintain insurance for or for the benefit of any persons who are or were at
any time:

• directors, officers or employees of any Relevant Company; or

• trustees of any pension fund or employees’ share scheme in which employees of

any Relevant Company are interested.

This includes, for example, insurance against any liability incurred by them for any act or
omission:

• in performing or omitting to perform their duties; and/or

• in exercising or omitting to exercise their powers; and/or

• in claiming to do any of these things; and/or

• otherwise in relation to their duties, powers or offices.

154.3 Subject to the provisions of and so far as may be permitted by the Companies Act, rules
made by the UK Listing Authority and local law as applicable, the Company:

• may provide a director, Secretary or officer of the Company or any Associated

Company of the Company with funds to meet expenditure incurred or to be
incurred by him in:

(i) defending any criminal or civil proceedings in connection with any

negligence, default, breach of duty or breach of trust by him in relation to
the Company or an Associated Company of the Company; or

(ii) in connection with any application for relief under the provisions mentioned
in Section 205(5) of the Companies Act 2006; and

• may do anything to enable any such director, Secretary or officer to avoid incurring
such expenditure.

154.4 The terms set out in Section 205(2) of the Companies Act 2006 shall apply to any
provision of funds or other things done under Article 154.3.

154.5 Subject to the provisions of and so far as may be permitted by the Companies Acts, rules
made by the UK Listing Authority and local law as applicable, the Company:

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 Exhibit 1.2

• may provide a director, Secretary or officer of the Company or any Associated

Company of the Company with funds to meet expenditure incurred or to be
incurred by him in defending himself in an investigation by a regulatory authority or
against action proposed to be taken by a regulatory authority in connection with
any alleged negligence, default, breach of duty or breach of trust by him in relation
to the Company or any Associated Company of the Company; and

• may do anything to enable any such director, Secretary or officer to avoid incurring
such expenditure.

154.6 In this Article Associated Company shall have the meaning given thereto by Section 256
of the Companies Act 2006.

SHARE WARRANTS

155 Issue of Share Warrants

155.1 The Company can issue Share Warrants which state that the bearer of the Share
Warrant (“Bearer”) is entitled to the shares specified in the Share Warrant. The
Company can only do this in a way which is allowed under the Companies Acts and in
Articles 155 to 162. Share Warrants can provide for the payment of future dividends and
other distributions relating to the shares. Payment can be made by exchanging coupons
which can be attached to the Share Warrants, or in any other way which the directors
determine.

155.2 The Bearer of a Share Warrant is entitled to the number of shares which are specified in
it. These shares can be transferred by one person delivering the Share Warrant to
another.

155.3 Subject to Article 155.2, the provisions of the Articles relating to share certificates and
transferring shares do not apply to Share Warrants.

155.4 Each Share Warrant must be issued under the Seal.

155.5 The directors can decide on the language and form of, and the number of shares
represented by, each Share Warrant.

156 Directors can accept a certificate instead of a Share Warrant

156.1 The directors can accept a certificate from the persons referred to in Article 156.2 stating
that they hold Share Warrants on behalf of someone named in the certificate as proof of
matters set out in such certificate. The certificate will be in such form as the directors
decide (including details of the number of shares to which the Share Warrant relates).

156.2 The only people who may deliver a certificate to the Company are the ADR Depositary or
any bank or agent which has been appointed by the Company. For the purposes of
Articles 155 to 161, the Company can treat the deposit of the certificate as though the
Share Warrant itself had been deposited at the Transfer Office.

156.3 As long as the certificate is in a form agreed by the directors, the Company does not need
to make any further enquiry into the accuracy of the information contained in the certificate.

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 Exhibit 1.2

157 Requesting a Share Warrant

157.1 A Share Warrant will only be issued if a shareholder requests in writing that a Share
Warrant is issued for some or all of the shares which are registered in his name.

157.2 The request must be addressed to the directors at the Transfer Office. The directors can
specify the form of the request, and can require that evidence is sent with the request to
prove the identity of the person making the request and his right to the shares. The
directors do not have to agree to this request.

157.3 Where a shareholder requests that Share Warrants are issued in relation to shares
registered in his name, and there are share certificates in respect of those shares, a
Share Warrant will only be issued once the share certificates have been delivered to the
Transfer Office for cancellation.

157.4 A person who requests a Share Warrant (including a person requesting a Share Warrant
in the circumstances described in Article 158) is responsible (and will re-imburse the
Company) for all and any stamp duties, stamp duty reserve tax, bearer instrument duty,
taxes, charges, fees, interest and penalties payable in connection with the issue of the
Share Warrants. This Article 157.4 applies unless the person requesting the Share
Warrant agrees otherwise with the Company.

158 Replacing Share Warrants

158.1 If a Share Warrant is damaged or defaced, the Bearer can request a new one, once he
returns the damaged or defaced Share Warrant to the directors at the Transfer Office.
Once any payments of the types described in Article 157.4 are made (if any), a new Share
Warrant will be issued.

158.2 If a Share Warrant is said to have been lost, stolen or destroyed, the directors can issue a
replacement (although they do not have to do so). The directors can require satisfactory
evidence of the loss, theft or destruction, an indemnity, the payment of any exceptional out
of pocket expenses, and payments of the types described in Article 157.4 before issuing a
replacement.

158.3 The Bearer can ask the directors to cancel his existing Share Warrant and replace it with
two (or more) Share Warrants which together represent the same number of shares
which the original single Share Warrant represented. The directors do not have to comply
with this request. If they do, the Bearer will have to surrender his original Share Warrant
and can be required by the directors to make any payments of the types described in
Article 157.4 before the new Share Warrants are issued.

159 Rights of the Bearer

159.1 The Bearer (or a person who has deposited his Share Warrant in accordance with Article
159.2 or if the directors so decide, Article 156.2) shall be entitled to the same rights and be
subject to the same obligations as those to which he would be entitled or subject if he were
the registered holder of the shares to which the Share Warrant relates. This is subject to
the provisions of Articles 155 to 162.

159.2 Where a Bearer deposits his Share Warrant, together with a declaration in writing giving
his name and address, at the Transfer Office (or some other place specified by the

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 Exhibit 1.2

directors) he has certain rights at any General Meeting provided that such Share Warrant
is deposited at least 48 hours in advance of such meeting. For as long as the Share
Warrant remains so deposited, the person who deposited it will have the following rights
as if he were the registered holder from the time of deposit of the shares specified in the
Share Warrant at a General Meeting:

• the right to sign a form requiring a General Meeting;

• the right to give notice of his intention to submit a resolution at a General Meeting;

• the right to attend, speak and vote, appoint a proxy and exercise the other rights of
a shareholder at a General Meeting.

159.3 Any Share Warrant which is deposited in accordance with Article 159.2 must remain
deposited until the end of the General Meeting at which the person who deposited the
Share Warrant desires to attend or be represented.

159.4 If a person presents a Share Warrant at the Transfer Office, the Company is entitled to
assume that this person is the owner of the Share Warrant. The Company can pay
dividends or moneys relating to the shares specified in the Share Warrant which are due
to this person either to such person or to an account specified by him. If the Company
does this, it shall have performed its obligation to pay that dividend or those moneys.

160 Bearers of Share Warrants participating in securities offers

160.1 In the case of a securities offer, there is no need to contact any Bearer individually.
Instead, all the Company need do is advertise the details of the securities offer in a
leading United Kingdom national daily newspaper (and any other newspapers the
directors decide on).

160.2 If, following the publication of the advertisement referred to above, the Bearer deposits the
Share Warrant (or, if appropriate, the coupon attached to the Share Warrant) at the
Transfer Office (or some other place mentioned in the advertisement), within the time limit
set out in the securities offer, he shall have the same right to participate in the securities
offer as if he were the registered holder of the shares specified in the Share Warrant.

160.3 For the purposes of this Article, a securities offer means an offer of shares, securities or
debentures to shareholders or any class of shareholders, or a proposed issue of shares
pursuant to Article 134.

161 Communications with Bearers of Share Warrants

161.1 In the case of any communication (for example, a notice of General Meeting, a circular or
annual report) with shareholders, there is no need for the Company to contact any
Bearer individually. Instead, all the Company need do is advertise the communication in a
leading United Kingdom national daily newspaper (and any other newspapers the
directors decide on), giving an address where copies of the communication may be
obtained by the Bearer.

161.2 The Company must communicate with the Bearer in a different way, if the London Stock
Exchange requires this.

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 Exhibit 1.2

162 Issuing shares to which the Share Warrant relates

162.1 The Bearer can ask to be registered as a shareholder (or that another person be so
registered) in respect of all or any of the shares specified in the Share Warrant. In order
to do so he must deposit at the Transfer Office (or another place specified by the
directors):

• the Share Warrant; and

• a signed declaration in a form agreed by the directors which sets out the names
and addresses of the persons, and the numbers of shares, in whose name he
wishes such shares to be registered.

162.2 The Company will comply with a request made in accordance with Article 162.1 only upon
the payment (or reimbursement) by the Bearer of all and any stamp duties, stamp duty
reserve tax, bearer instrument duty, taxes, charges, fees, interest and penalties payable in
connection with the issue of the shares. The Company may, however, agree that any such
taxes or costs do not have to be paid by the Bearer.

162.3 If the Company complies with a request made in accordance with Article 162.1, the person
named in the declaration will be entitled to have his name entered as a member in the
Register in respect of the shares specified in the declaration and to receive a share
certificate for them. The time limit for the Company to prepare a share certificate under
this Article 162.3 is two months from the decision to comply with a request made in
accordance with Article 162.1.

162.4 If the declaration does not deal with all the shares to which the Share Warrant relates, a
new Share Warrant for the remaining shares will be issued, without charge, to the person
who deposited the old Share Warrant. The new Share Warrant will only be issued upon
the cancellation of the old Share Warrant.

ADR DEPOSITARY

163 ADR Depositary can appoint proxies

163.1 The ADR Depositary can appoint more than one person to be its proxy. As long as the
appointment complies with the requirements in Article 163.2, the appointment can be made
in any way and on any terms which the ADR Depositary thinks fit. Each person appointed
in this way is called an Appointed Proxy.

163.2 The appointment must set out the number of shares in relation to which an Appointed
Proxy is appointed. This number is called the Appointed Number. The Appointed
Numbers of all Appointed Proxies appointed by the ADR Depositary, when added
together, must not be more than the number of Depositary Shares (as calculated in Article
163.3).

163.3 The Depositary Shares attributable to the ADR Depositary consist of the total of the
number of shares:

• registered in the name of the ADR Depositary;

• represented by Share Warrants which have been deposited by the ADR

Depositary with the Company in accordance with Article 159; and

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 Exhibit 1.2

• represented by Share Warrants which are set out in a certificate from the ADR
Depositary accepted by the directors in accordance with Article 156.

164 The ADR Depositary must keep a Proxy Register

164.1 The ADR Depositary must keep a register of the names and addresses of all the
Appointed Proxies. This is called the Proxy Register. The Proxy Register will also set
out the Appointed Number of shares of each Appointed Proxy. This can be shown by
setting out the number of American Depositary Receipts which each Appointed Proxy
holds and stating that the Appointed Number of shares can be ascertained by multiplying
the said number of American Depositary Receipts by such number which for the time
being is equal to the number of shares which any one American Depositary Receipt
represents.

164.2 The ADR Depositary must let anyone whom the directors nominate inspect the Proxy
Register during usual business hours on a working day. The ADR Depositary must also
provide, as soon as possible, any information contained in the Proxy Register if it is
demanded by the Company or its agents.

165 Appointed Proxies can only attend General Meetings if properly appointed
An Appointed Proxy may only attend a General Meeting if he provides the Company with
evidence in writing of his appointment by the ADR Depositary for that General Meeting.
This must be in a form agreed between the directors and the ADR Depositary.

166 Rights of Appointed Proxies

Subject to the Companies Acts and these Articles and so long as the Depositary Shares
are sufficient to include an Appointed Proxy’s Appointed Number:

• at a General Meeting which an Appointed Proxy is entitled to attend, he is entitled

to the same rights and has the same obligations in relation to his Appointed
Number of shares as if the ADR Depositary was the registered holder of such
shares and he had been validly appointed in accordance with Articles 75 to 77 by
the ADR Depositary as its proxy in relation to those shares; and

• an Appointed Proxy can himself appoint another person to be his proxy in relation
to his Appointed Number of shares, as long as the appointment is made and
deposited in accordance with Articles 75 to 77 and, if it is, the provisions of these
Articles will apply to such an appointment as though the Appointed Proxy was
the registered holder of such shares and the appointment was made by him in that
capacity.

167 Sending information to an Appointed Proxy

The Company can send to an Appointed Proxy at his address in the Proxy Register all
the same documents which are sent to shareholders.

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 Exhibit 1.2

168 The Company can pay dividends to an Appointed Proxy

The Company can pay to an Appointed Proxy at his address in the Proxy Register all
dividends or other moneys relating to the Appointed Proxy’s Appointed Number of
shares instead of paying this amount to the ADR Depositary. If the Company does this, it
will not have any obligation to make this payment to the ADR Depositary as well.

169 The Proxy Register may be fixed at a certain date

169.1 In order to determine which persons are entitled as Appointed Proxies to:

• exercise the rights conferred by Article 166;

• receive documents sent pursuant to Article 167; and

• be paid dividends pursuant to Article 168

and the Appointed Number of shares in respect of which a person is to be treated as

having been appointed as an Appointed Proxy for such purpose, the ADR Depositary
may determine that the Appointed Proxies who are entitled are the persons entered in
the Proxy Register at the close of business on a date (a Record Date) determined by the
ADR Depositary in consultation with the Company.

169.2 When a Record Date is determined for a particular purpose:

• the Appointed Number of shares in respect of an Appointed Proxy will be

treated as the number appearing against his name in the Proxy Register as at the
close of business on the Record Date;

• this can be shown by setting out the number of American Depositary Receipts
which each Appointed Proxy holds and stating that the number of shares can be
ascertained by multiplying the said number of American Depositary Receipts by
such number which for the time being is equal to the number of shares which any
one American Depositary Receipt represents; and

• changes to entries in the Proxy Register after the close of business on the
Record Date will be ignored in determining the entitlement of any person for the
purpose concerned.

170 The nature of an Appointed Proxy’s interest

Except as required by the Companies Acts, no Appointed Proxy will be recognised by
the Company as holding any interest in shares upon any trust. Except for recognising the
rights given in relation to General Meetings by appointments made by Appointed Proxies
pursuant to Article 166, the Company is entitled to treat any person entered in the Proxy
Register as an Appointed Proxy as the only person (other than the ADR Depositary)
who has any interest in the shares in respect of which the Appointed Proxy has been
appointed.

171 Validity of the appointment of Appointed Proxies

171.1 If any question arises as to whether any particular person or persons has or have been
validly appointed to vote (or exercise any other right) in respect of any shares (for example

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 Exhibit 1.2

because the total number of shares in respect of which appointments are recorded in the
Proxy Register is more than the number of Depositary Shares) this question will, if it
arises at or in relation to a General Meeting be determined by the chairman of the General
Meeting. His decision (which can include declining to recognise a particular appointment or
appointments as valid) will, if made in good faith, be final and binding on all persons
interested.

171.2 If a question of the type described in Article 171.1 arises in any circumstances other than
at or in relation to a General Meeting, the question will be determined by the directors.
Their decision (which can include declining to recognise a particular appointment or
appointments as valid) will also, if made in good faith, be final and binding on all persons
interested.

Rights and Restrictions Attached to the B Shares

172 Definitions
The following definitions will apply solely in Articles 172 to 189:

• B Share Continuing Dividend means the non-cumulative preferential dividend

payable on a Dividend Payment Date in relation to each B Share at the rate (on
the nominal value thereof) of 75 per cent. of Sterling LIBOR calculated in
accordance with these Articles;

• B Share Dividend Calculation Period means each six month period within the
Future Redemption Period ending on either 4 February or 4 August used for the
calculation of the B Share Continuing Dividend on the B Shares, the first such
period commencing on 5 August 2006 and ending on 4 February 2007 provided
that B Shares which are redeemed on the First Redemption Date or converted
into Deferred Shares on 7 August 2006 will not qualify for the payment of any B
Share Continuing Dividend;

• B Shares means redeemable non-cumulative preference shares of 15 pence each

in the capital of the Company;

• Business Day means a day (other than a Saturday, Sunday or public holiday) on
which pounds sterling deposits may be dealt in on the London inter-bank market
and commercial banks are open for general business in London;

• CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001) in respect of which CRESTCo Limited is the Operator (as
defined in such regulations);

• Deferred Shares means the unlisted deferred shares of 15 pence each, the rights
and restrictions attached to which are set out in Articles 182 to 188;

• Dividend Payment Dates means 5 February and 5 August in each year within the
Future Redemption Period (or, if not a Business Day, the next Business Day
(without any interest or payment in respect of the delay)) and Dividend Payment
Date will be construed accordingly;

• Election means an election by shareholders in relation to their B Shares to (i)

accept an initial redemption of the B Shares; (ii) receive an initial dividend on the B

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 Exhibit 1.2

Shares; or (iii) accept a future redemption of the B Shares, either by completing,

signing and returning the election form which was enclosed with the circular to
shareholders dated 13 June 2006, or by submitting an Unmatched Stock Event
instruction through CREST;

• First Redemption Date means 4 August 2006;

• Future Redemption Date means 5 February and/or 5 August in any calendar year
within the Future Redemption Period;

• Future Redemption Form means the form, printed on the reverse of each B
Share certificate, by means of which shareholders holding their B Shares in
certificated form may elect to have their B Shares redeemed on a Future
Redemption Date;

• Future Redemption Period means the period beginning on 5 August 2006 and
ending on 4 August 2008;

• Sterling LIBOR means the rate for six–month deposits in pounds sterling for a
period of designated maturity which appears on the Reuters screen ISDA page (or
such other page or service as may replace it for the purpose of displaying London
inter-bank offered rates of leading banks for pounds sterling deposits as
determined by the Company) as at 11.00 a.m. on the first Business Day of each
B Share Dividend Calculation Period;

• US Shareholders means shareholders (beneficial or otherwise) who have an

address in the United States on the Company’s register of members or who are
physically located in the United States.

173 Income
173.1 If the Company has profits which are available for distribution and the directors resolve
that these should be distributed, the holders of the B Shares will be entitled, before the
payment of dividends or other distributions to the holders of Ordinary Shares but after the
payment of the preferential dividend on the Fixed Rate Shares, to be paid the B Share
Continuing Dividend. The B Share Continuing Dividend will be paid at the rate (on the
nominal value of the B Shares which is paid up or treated as paid up) of 75 per cent. of
Sterling LIBOR, in arrears half yearly on the Dividend Payment Dates. The first
Dividend Payment Date will be 5 February 2007 which will cover the period from 5 August
2006 to 4 February 2007. B Shares which are redeemed on the First Redemption Date
or which are converted into Deferred Shares will not qualify for the payment of any B
Share Continuing Dividend.

173.2 Payments of B Share Continuing Dividends will be made to holders of B Shares whose
names appear on the relevant register of members of the Company, if the relevant
Dividend Payment Date is 5 February at the close of business on 21 January in the same
calendar year and if the relevant Dividend Payment Date is 5 August at the close of
business on 21 July in the same calendar year. The aggregate entitlement on a Dividend
Payment Date of each holder of B Shares in respect of the B Share Continuing
Dividend on all B Shares held by him will be rounded down to the nearest whole penny.

173.3 The B Shares will not confer any other right to share in the Company’s profits.

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 Exhibit 1.2

174 Capital
174.1 If the Company is wound up (but in no other circumstances involving a repayment of
capital or distribution of assets to shareholders whether by reduction of capital, redeeming
or buying back shares or otherwise), the holders of B Shares will be entitled, before any
payment to the holders of Ordinary Shares but after any payment to the holders of Fixed
Rate Shares, to repayment of the amount paid up or treated as paid up on the nominal
value of each B Share, together with any outstanding entitlement to the B Share
Continuing Dividend up to the Dividend Payment Date immediately before the winding-
up. The aggregate entitlement of each holder of B Shares on a winding-up in respect of all
of the B Shares held by him will be rounded down to the nearest whole penny.

174.2 The holders of B Shares will not have any other right to share in the Company’s surplus
assets. If there is a winding-up to which Article 174.1 applies and there is not enough to
pay the amounts due on the B Shares, the holders of the B Shares will share what is
available in proportion to the amounts to which they would otherwise be entitled.

175 Redemption
The Company may (in accordance with the Companies Acts and the provisions of these
Articles) redeem the B Shares in accordance with the following provisions:

175.1 Unless redeemed earlier, on 5 August 2008.

175.2 Holders of B Shares who have made an Election by 3.00 p.m. on 3 August 2006 (or any
later date the directors may decide) to have some or all of their B Shares redeemed will be
able to have that number of B Shares redeemed on the First Redemption Date.

175.3 After the First Redemption Date, holders of B Shares will be able to elect to have any
outstanding B Shares redeemed on a Future Redemption Date (or, if not a Business
Day, the next Business Day (without any interest or payment in respect of the delay)) by
returning a Future Redemption Form or submitting an Unmatched Stock Event
instruction, as applicable. If a Future Redemption Form or an Unmatched Stock Event
instruction is returned for settlement for all or part of their B Shares then in issue by:

• 5.00 p.m. on 21 January (or any later date the directors may decide) in the
calendar years 2007 and/or 2008, the relevant B Shares will be redeemed on 5
February (or, if not a Business Day, the next Business Day (without any interest
or payment for the delay)) in such calendar year; and

• 5.00 p.m. on 21 July (or any later date the directors may decide) in the calendar
years 2007 and/or 2008, the relevant B Shares will be redeemed on 5 August (or,
if not a Business Day, the next Business Day (without any interest or payment for
the delay)) in such calendar year.

175.4 Each holder of a B Share that is redeemed (excluding B Shares that are redeemed on the
First Redemption Date), will be paid a sum equal to the nominal value of that B Share,
plus the B Share Continuing Dividend for the relevant B Share Dividend Calculation
Period. Each holder of a B Share that is redeemed on the First Redemption Date will be
paid a sum equal to the nominal value of that B Share but no B Share Continuing
Dividend will be payable on such B Share. The total entitlement of a holder of B Shares
to the nominal value of the B Shares being redeemed, plus any B Share Continuing
Dividend payable on those B Shares, will be rounded down to the nearest whole penny.

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 Exhibit 1.2

175.5 On or after the redemption of any B Shares (in accordance with these Articles), the
directors may (in accordance with the Companies Acts) consolidate and/or subdivide
and/or convert and/or reclassify the authorised B Share capital of the Company (including
any unissued authorised B Share capital) (i) into shares of another class (provided the
authorised share capital of the Company now or at that time includes shares of that class)
and/or (ii) into unclassified shares.

175.6 US Shareholders and holders of American Depositary Receipts are not eligible to
participate in any redemption of the B Shares. Any purported Elections to redeem B
Shares by US Shareholders or holders of American Depositary Receipts will be treated
as invalid and disregarded.

176 Initial B Share Dividend

176.1 The holders of B Shares will be entitled to a dividend of 15 pence per B Share (the Initial
B Share Dividend) provided their names are entered on the register of members of the
Company on issue of the B Shares and they have notified the Company’s registrar by
validly making an Election on or before 3.00 p.m. on 3 August 2006 (or any later date the
Directors may decide) indicating that they wish to receive the Initial B Share Dividend.
Each B Share, in respect of which the Initial B Share Dividend is payable, will at 9.00
a.m. on 7 August 2006 (or any other date the directors may decide) be converted into a
Deferred Share of 15 pence nominal value. The rights and restrictions attaching to the
Deferred Shares are set out in Articles 182 to 188.

176.2 US Shareholders and holders of American Depositary Receipts will automatically

receive the Initial B Share Dividend without making an Election.

177 Voting at General Meetings

177.1 The holders of B Shares will only receive notice of General Meetings of the Company and
will only be able to attend, speak and vote at such general meetings if a resolution is to be
proposed at the general meeting to wind up the Company, in which case the holders of B
Shares will receive notice of the General Meeting and will have the right to attend, speak
and vote on that resolution only.

177.2 If the holders of the B Shares are entitled to vote at a general meeting of the Company,
each holder present in person or by proxy (or, being a company, by representative) will
have one vote on a show of hands, and on a poll every holder who is present in person or
by proxy (or, being a company, by a company representative) will have one vote for
each fully paid B Share.

178 Purchase of Shares

The Company will not require the sanction or the consent of the holders of B Shares for
the purchase or redemption of shares of any class in the Company (including, without
limitation, Fixed Rate Shares, Ordinary Shares and/or B Shares).

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 Exhibit 1.2

179 Class Rights

179.1 The Company may from time to time issue new shares which have rights or restrictions
attaching to them. The rights of the new shares can take priority over the rights of the B
Shares. The issue of any such new shares will be in accordance with the rights attaching
to the B Shares and will not involve a variation of those rights or require the consent of
holders of the B Shares.

179.2 The Company may reduce the share capital paid up or treated as paid up on the B
Shares in any way (in accordance with the Companies Acts). Any such reduction will be
in accordance with the rights attaching to the B Shares and will not involve a variation of
those rights. The Company can reduce its capital (in accordance with the Companies
Acts) at any time without the consent of the holders of the B Shares including by paying to
the holders of B Shares the preferential amounts they are entitled to as set out in Article
174.

180 Form
The holders of B Shares cannot renounce their B Shares. Any transfer of B Shares must
be effected in writing and either in the usual or standard form or in any other form
approved by the directors. Every transfer of uncertificated B Shares must be carried out
using a relevant system (e.g. CREST). For the avoidance of doubt B Shares will be
redeemed in accordance with Article 175.

181 Deletion of Articles 172 to 181 when no B Shares in existence

181.1 Articles 172 to 181 shall remain in force until there are no longer any B Shares in
existence whether by way of conversion into Deferred Shares or redemption and
cancellation or until 31 December 2008, whichever is earlier, notwithstanding any provision
in these Articles to the contrary. Thereafter Articles 172 to 181 shall be and shall be
deemed to be of no effect (save to the extent that the provisions of 172 to 181 are referred
to in other Articles) and shall be deleted and replaced with the wording “Articles 172 to 181
have been deleted”, and the separate register for the holders of B Shares shall no longer
be required to be maintained by the Company; but the validity of anything done under
Articles 172 to 181 before that date shall not otherwise be affected and any actions taken
under Articles 172 to 181 before that date shall be conclusive and shall not be open to
challenge on any grounds whatsoever.

Rights and Restrictions Attached to the Deferred Shares

182 Income
The Deferred Shares will confer no right to share in the Company’s profits.

183 Capital
183.1 If the Company is wound up (but in no other circumstances involving a repayment of
capital or distribution of assets to shareholders whether by reduction of capital, redeeming

- 79 -
 Exhibit 1.2

or buying back shares or otherwise), the holders of Deferred Shares will be entitled to the
amount paid up or treated as paid up on the nominal value of each Deferred Share after:

• first, paying to the holders of Fixed Rate Shares the amount paid up or treated as
paid up on the nominal value of each Fixed Rate Share, together with any
dividend, arrears of dividend or proportion of any dividend to which they are
entitled under these Articles;

• secondly, paying to the holders of B Shares the amount paid up or treated as paid
up on the nominal value of each B Share together with any outstanding entitlement
to the B Share Continuing Dividend up to the Dividend Payment Date
immediately before the winding-up; and

• thirdly, paying to the holders of Ordinary Shares the amount paid up or treated as
paid up on the nominal value of each Ordinary Share together with the sum of
£1,000 on each Ordinary Share.

183.2 The holders of Deferred Shares have no further right to share in the Company’s surplus
assets.

184 Redemption
184.1 The Company may, at any time (in accordance with the Companies Acts and the
provisions of these Articles) without prior notice, redeem all Deferred Shares for a total
price of not more than one penny for all Deferred Shares redeemed.

185 Attendance and voting at general meetings

The holders of the Deferred Shares will not receive notice of any general meeting of the
Company or be able to attend, speak or vote at any general meeting.

186 Form
The Deferred Shares will not be listed on any stock exchange and no share certificates
will be issued for the Deferred Shares. The Deferred Shares will not be transferable
except in accordance with Article 188 or with the consent in writing of the Directors.

187 Class rights

187.1 The Company may from time to time issue new shares which have rights or restrictions
attaching to them. The rights of the new shares can take priority over the rights of the
Deferred Shares. The issue of any such new shares will be in accordance with the rights
attaching to the Deferred Shares and will not involve a variation of those rights or require
the consent of the holders of the Deferred Shares.

187.2 The Company may reduce the share capital paid up or treated as paid up on the Deferred
Shares in any way (in accordance with the Companies Acts). Any such reduction will be
in accordance with the rights attaching to the Deferred Shares and will not involve a
variation of those rights. The Company can reduce its capital (in accordance with the
Companies Acts) at any time without the consent of the holders of the Deferred Shares.

- 80 -
 Exhibit 1.2

188 Transfer and purchase

The Company can at any time (in accordance with the Companies Acts) without the
consent of the holders of the Deferred Shares:

• appoint any person to sign (on behalf of the holders of the Deferred Shares) a
transfer of all or any part of their holding to the Company or any other person the
Directors decide (whether or not an officer of the Company), for a total price of not
more than one penny for all Deferred Shares transferred; and

• cancel all the Deferred Shares purchased by the Company (in accordance with
the Companies Acts).

189 Deletion of Article 182 to 189 when no Deferred Shares in existence

Articles 182 to 189 shall remain in force until there are no longer any Deferred Shares in
existence or until 31 December 2008, whichever is earlier, notwithstanding any provision in
these Articles to the contrary. Thereafter Articles 182 to 189 shall be and shall be deemed
to be of no effect (save to the extent that the provisions of Articles 182 to 189 are referred
to in other Articles) and shall be deleted and replaced with the wording “Articles 182 to
189 have been deleted”, and the separate register for the holders of Deferred Shares
shall no longer be required to be maintained by the Company; but the validity of anything
done under Articles 182 to 189 before that date shall not otherwise be affected and any
actions taken under Articles 182 to 189 before that date shall be conclusive and shall not
be open to challenge on any grounds whatsoever.

Approved Depositaries

190 Appointments
190.1 Subject to these Articles and the relevant Act or Acts, an Approved Depositary can
appoint as its proxy or proxies in relation to any Ordinary Shares which it holds, anyone it
thinks fit and can decide how and on what terms to appoint them. Each appointment must
state the number of Ordinary Shares it relates to and the total number of Ordinary
Shares in respect of which appointments exist at any time must not be more than the total
number of Depositary Shares which are registered in the name of the Approved
Depositary or its nominee at that time.

190.2 The Approved Depositary must keep a register (the Nominated Proxy Register) of each
person it has appointed as a Nominated Proxy under Article 190.1 and the Appointed
Number. The directors will decide what information about each Nominated Proxy is to be
recorded in the Nominated Proxy Register. Any person authorised by the Company may
inspect the Nominated Proxy Register during usual business hours and the Approved
Depositary will give such person any information which he requests as to the contents of
the Nominated Proxy Register.

- 81 -
 Exhibit 1.2

191 Rights of Nominated Proxies

191.1 A Nominated Proxy may only attend a General Meeting if he provides the Company with
evidence in writing of his appointment as such. This must be in a form agreed between the
directors and the Approved Depositary.

191.2 Subject to these Articles and the relevant Act or Acts, and so long as the Approved
Depositary or a nominee of the Approved Depositary holds at least his Appointed
Number of Ordinary Shares, a Nominated Proxy is entitled to attend a General Meeting
which holders of Ordinary Shares are entitled to attend, and he is entitled to the same
rights, and subject to the same obligations, in relation to his Appointed Number of
Depositary Shares as if he had been validly appointed in accordance with Articles 75 to
79 by the registered holder of these shares as its proxy in relation to those shares.

191.3 A Nominated Proxy may appoint another person as his proxy for his Appointed Number
of Depositary Shares, as long as the appointment is made and deposited in accordance
with Articles 75 to 79, and these Articles apply to that appointment and to the person so
appointed as though those Depositary Shares were registered in the name of the
Nominated Proxy and the appointment was made by him in that capacity. The directors
may require such evidence as they think appropriate to decide that such appointment is
effective.

191.4 For the purposes of determining who is entitled as a Nominated Proxy to exercise the
rights conferred by Articles 191.2 and 191.3 and the number of Depositary Shares in
respect of which a person is to be treated as having been appointed as a Nominated
Proxy for these purposes, the Approved Depositary can decide that the Nominated
Proxies who are so entitled are the people entered in the Nominated Proxy Register at a
time and on a date (a Record Time) agreed between the Approved Depositary and the
Company.

191.5 When a Record Time is decided for a particular purpose:-

• a Nominated Proxy is to be treated as having been appointed for that purpose for
the number of shares appearing against his name in the Nominated Proxy
Register as at the Record Time; and

• changes to entries in the Nominated Proxy Register after the Record Time will
be ignored for this purpose.

191.6 Except for recognising the rights given in relation to General Meetings by appointments
made by Nominated Proxies pursuant to Article 191.3, the Company is entitled to treat
any person entered in the Nominated Proxy Register as a Nominated Proxy as the only
person (other than the Approved Depositary) who has any interest in the Depositary
Shares in respect of which the Nominated Proxy has been appointed.

191.7 At a General Meeting the Chairman has the final decision as to whether any person has
the right to vote or exercise any other right relating to any Depositary Shares. In any other
situation, the Directors have the final decision as to whether any person has the right to
exercise any right relating to any Depositary Shares.

- 82 -
 Exhibit 1.2

Glossary

About the glossary

This glossary is to help readers understand the Company’s Articles of Association. Words are
explained as they are used in the Articles - they might mean different things in other documents.
The glossary is not legally part of the Articles, and it does not affect their meaning. The definitions
are intended to be a general guide - they are not precise.

abrogate If the special rights of a share are abrogated, they are cancelled or withdrawn.

accrue If interest is accruing, it is running or mounting up, day by day.

adjourned In relation to a shareholders’ meeting, means that the meeting has come to an end
for the time being, to be continued at a later time or day, at the same or a different place and
adjourned and adjourn shall be construed accordingly.

agent A person who has been appointed to act for another person.

allot When new shares are allotted, they are set aside for the person they are intended for. This
will normally be after the person has agreed to pay for a new share, or has become entitled to a
new share for any other reason. As soon as a share is allotted, that person gets the right to have
his name put on the register of shareholders. When he has been registered, the share has also
been issued.

allottee A person to whom a share is allotted (see renunciation).

asset Any property of any description which is of any value to its owner.

attorney An attorney is a person who has been appointed to act for another person in a particular
way. The person is appointed by a formal document, called a power of attorney.

automatically entitled to a share by law In some situations, a person will be entitled to have
shares which are registered in somebody else’s name registered in his own name. Or he can
require the shares to be transferred to another person. When a shareholder dies, or the sole
survivor of joint shareholders dies, his personal representatives have this right. If a shareholder
is made bankrupt, his trustee in bankruptcy has the right.

beneficial interest A person on whose behalf or for whose benefit a trustee holds shares has a
beneficial interest in those shares.

brokerage Commission which is paid to a broker by a company issuing shares, where the
broker’s clients have applied for shares.

call A call to pay money which is due on shares which has not yet been paid. This happens if the
Company issues shares which are partly paid, where money remains to be paid to the Company
for the shares. The money which has not been paid can be “called” for. If all the money to be paid
on a share has been paid, the share is called a fully paid share.

capitalise To convert some or all of the reserves of a company into capital (such as shares).

capital redemption reserve A reserve of funds which a company may have to set up to ensure
that the Company’s capital base remains the same when shares are redeemed or bought back. It
is equivalent to the amount by which the Company’s issued share capital is reduced by the
redemption or purchase.

- 83 -
 Exhibit 1.2

casual vacancy A vacancy amongst the directors which occurs by reason of the death,
resignation or disqualification of a director, or from the failure of an elected director to accept his
appointment, or for any other reason except the retirement of a director in accordance with the
Articles.

charge See lien and charge.

company representative If a company owns shares, it can appoint a company representative

to attend a shareholders’ meeting to speak and vote for it.

consolidate When shares are consolidated, they are combined with other shares. For example,
every three £1 shares might be consolidated into one new £3 share.

cumulative dividends If a dividend which is cumulative cannot be paid in one year because the
company does not have enough profits to cover the payment, the shareholder has the right to
receive the dividend in a future year, when the company has enough profits to pay the dividend.
Compare this with a non-cumulative dividend.

debenture A typical debenture is a type of long-term borrowing by a company. The loan usually
has to be repaid at a fixed date in the future, and carries a fixed rate of interest.

declare Generally, when a final dividend is declared, it becomes due to be paid.

dividend arrears Any dividend arrears. This includes any dividends on shares with cumulative
rights which could not be paid, but which have been carried forward.

dividend warrant A dividend warrant is similar to a cheque for a dividend.

documents of title The documents which show that a person owns something.

ex-dividend When a share goes “ex-dividend”, a person who buys it will not be entitled to the
dividend which has been declared shortly before he bought it. When a share has gone “ex-
dividend”, the seller is entitled to this dividend, even though it will be paid after he has sold his
share.

executed A document is executed when it is signed, authenticated or sealed or made valid in

some other way.

exercise When a power is exercised, it is put to use.

forfeit When a share is forfeited it is taken away from the shareholder and becomes the property
of the Company which can do with it as it likes. This process is called “forfeiture”. This can happen
if a call on a partly-paid share is not paid on time.

fully-paid shares When all of the money which is due to the Company for a share has been
paid, a share is called a fully paid share.

good title If a person has good title to a share, he owns it outright.

holding company A company which controls another company (for example by owning a
majority of its shares) is called the holding company of that other company. The other company
is the subsidiary of the holding company.

indemnity If a person gives another person an indemnity, he promises to make good any losses
or damage which the other might suffer. The person who gives the indemnity is said to “indemnify”
the other person.

in issue See issue.

- 84 -
 Exhibit 1.2

instruments Formal legal documents.

issue When a share has been issued, everything has been done to make the shareholder the
owner of the share. In particular, the shareholder’s name has been put on the Register of
shareholders. Existing shares which have been issued are “in issue”.

liabilities Debts and other obligations.

liable jointly and severally Where more than one person is liable jointly and severally it means
that any one of them may be sued, or they can all be sued together.

lien and charge Where the Company has a lien and charge over shares, it can take the
dividends, and any other payments relating to the shares which it has a charge over, or it can sell
the shares, to repay the debt and so on.

members means shareholders.

negotiable instrument A document such as a cheque, which can be freely transferred from one
person to another.

nominal value The nominal value of the share. The nominal value of the US$0.113/7 Ordinary
Shares is US$0.113/7. This value is shown on the share certificate for a share, if there is one.
When the Company issues new shares this can be for a price which is at a premium to the
nominal value. When shares are bought and sold on the stock market this can be for more, or
less, than the nominal value. The nominal value is sometimes also called the “par value”.

non-cumulative dividends If a dividend which is non-cumulative cannot be paid in one year

because the Company does not have enough profits available to cover the payment, the
shareholder does not have the right to receive the dividend in a future year. This is the opposite to
a cumulative dividend.

objects of a Company The business activities that the Company is authorised to carry on. The
Company’s objects are set out in Clause 4 of its Memorandum.

office copy An exact copy of an official document, supplied by the office which holds, or issued,
the original.

ordinary resolution A decision reached by a simple majority of votes - that is by more than 50
per cent. of the votes cast.

par value See nominal value.

partly paid shares If any money remains to be paid on a share, it is said to be partly paid. The
unpaid money can be “called” for.

personal representatives A person who is entitled to deal with the property (“the estate”) of a
person who has died. If the person who has died left a valid will, the will appoints “executors” who
are personal representatives. If the person died without a will, the courts will appoint one or more
“administrators” to be the personal representatives.

poll A poll vote is usually a card vote but to the extent permitted by the Companies Acts may be
an electronic vote. On a poll vote, the number of votes which a shareholder has will depend on
the number of shares which he owns. An Ordinary Shareholder has one vote for each share he
owns. A poll vote is different to a show of hands vote, where each person who is entitled to vote
has just one vote, however many shares he owns.

- 85 -
 Exhibit 1.2

power of attorney A formal document which legally appoints one or more persons to act on
behalf of another person.

pre-emption rights The right of some shareholders which is given by the Companies Acts to
be offered a proportion of certain classes of newly issued shares and other securities before they
are offered to anyone else. This offer must be made on terms which are at least as favourable as
the terms offered to anyone else.

premium If the Company issues a new share for more than its nominal value (for example
because the market value is more than the nominal value), the amount above the nominal value is
the premium.

proxy A proxy is a person who is appointed by a shareholder to attend a shareholders’ meeting

and vote for that shareholder. A proxy is appointed by using a proxy form. A proxy does not have
to be a shareholder. At a shareholders’ meeting a proxy can exercise the rights of the
shareholder that appointed him.

proxy form A form which a shareholder uses to appoint a proxy to attend a shareholders’
meeting and vote for him. The proxy form must be delivered to the Company before the meeting
to which it relates.

quorum The minimum number of shareholders or directors who must be present before a
meeting can start. When this number is reached, the meeting is said to be “quorate”.

rank & ranking When either capital or income is distributed to shareholders, it is paid out
according to the rank (or ranking) of the shares. For example, a share which ranks before (or
ahead of) another share in sharing in the Company’s income is entitled to have its dividends paid
first, before any dividends are paid on shares which rank behind (or after) it. If there is not enough
income to pay dividends on all shares, the available income must be used first to pay dividends on
shares which rank ahead, and then to shares which rank behind. The same applies for
repayments of capital. Capital must be paid first to shares which rank ahead in sharing in the
Company’s capital, and then to shares which rank behind. The Company’s Fixed Rate Shares
rank ahead of its Ordinary Shares. Where certain shares rank equally with other shares, both
types of shares have the same rights as each other.

recognised clearing house A “clearing house” which has been authorised to carry on business
by the UK authorities. A clearing house is a central computer system for settling transactions
between members of the clearing house.

recognised investment exchange An “investment exchange” which has been officially

recognised by the UK authorities. An investment exchange is a place where investments, such as
shares, are traded. The London Stock Exchange is a recognised investment exchange.

redeem and redemption When a share is redeemed, it is effectively bought back by the
Company in return for a sum of money (the “redemption price”) which was fixed before the share
was issued. This process is called redemption. A share which can be redeemed is called a
“redeemable” share.

relevant system This is a term used in the CREST Regulations for a computer-based system
which allows shares without share certificates to be transferred without using transfer forms. The
CREST system for paperless share dealing is a “relevant system”.

renunciation Where a share has been allotted, but no one has been entered on the share
register as the holder of the share, it can be renounced by the allottee to another person. This

- 86 -
 Exhibit 1.2

transfers the right to be registered as the holder of the share to another person. This process is
called renunciation.

requisition a meeting A formal process which shareholders can use to call a shareholders’
meeting. Generally speaking the shareholders who want to call a meeting must hold at least 10
per cent of the issued shares.

reserve fund or reserves A fund which has been set aside in the accounts of a company. Profits
which are not paid out to shareholders as dividends, or used up in some other way, are held in a
reserve fund by the company. The capital redemption reserve and share premium account are
also reserve funds.

revoke To withdraw, or cancel.

rights issue A way by which companies raise extra share capital. Usually the existing
shareholders will be offered the chance to buy a certain number of new shares, depending on
how many they already have. For example, shareholders may be offered the chance to buy one
new share for every four they already have.

securities All shares, bonds and other investment instruments issued by a company which entitle
the holder to a share in the profits or assets of that company, to receive a cash payment from a
company or to subscribe for such a security.

securities seal A seal used to stamp the Company’s securities as evidence that the Company
has issued them. The Company’s Securities Seal is like the Company’s Common Seal but with
the addition of the word “securities”.

share premium account If a new share is issued by the Company for more than its nominal
value (generally because the market value is more than the nominal value) then the amount above
the nominal value is the premium, and the total of these premiums is held in a reserve fund (which
cannot be used to pay dividends) called the share premium account.

show of hands A shareholder raises his hand to vote at a shareholders’ meeting (unless there
is a poll). Each person who is entitled to vote has just one vote, however many shares he holds.

special notice This term is defined in Companies Acts. Broadly, if special notice of a resolution is
required by the Companies Acts, the resolution is not valid unless the Company has been told
about the intention to propose it at least 28 days before the shareholders’ meeting at which it is
proposed (although in certain circumstances the meeting can be on a date less than 28 days from
the date of the notice).

special resolution A decision reached by a majority of at least 75 per cent of votes cast.

special rights These are the rights of a particular class of shares, as distinct from rights which
apply to all shares generally. Typical examples of special rights are where the shares rank, their
rights to sharing in income and assets and voting rights.

statutory declaration A formal way of declaring something in writing. Particular words and
formalities must be used - these are laid down by the Statutory Declarations Act of 1835.

stock When shares have been converted into stock the holder’s interest in the Company is
expressed by reference to a sum of money divided into transferable units. For example, the
interest of a shareholder with one hundred £1 shares might have been converted into £100 worth
of stock transferable in units of £1 each.

- 87 -
 Exhibit 1.2

subdividing shares When shares are subdivided they are split into shares which have a smaller
nominal value. For example, a £1 share might be subdivided into two 50p shares.

subject to Means that something else has priority, or prevails, or must be taken into account.
When a statement is subject to another statement this means that the first statement must be read
in the light of the other statement, which will prevail if there is any conflict.

subordinate Where a right or interest is subordinated to something else, it ranks behind it.

subscribe for shares To agree to take new shares in a company (usually for a cash payment).

subscribers to shares The people who first acquire the shares.

subsidiary This is a term used by the Companies Act. A company which is controlled by
another company (for example because the other Company owns a majority of its shares) is
called a subsidiary of that company.

subsidiary undertaking This is a term used by the Companies Acts. It is a wider definition than
subsidiary. Generally speaking it is a company which is controlled by another company because
the other company:

• has a majority of the votes in the company either alone, or acting with others;

• is a shareholder who can appoint or remove a majority of the directors; or

• can exercise dominant influence over the company because of anything in the
Company’s Memorandum or Articles, or because of a certain kind of contract.

trustees People who hold property of any kind for the benefit of one or more other people under a
kind of arrangement which the law treats as a “trust”. The people whose property is held by the
trustees are called the beneficiary.

underwrite A person who agrees to buy new shares if they are not bought by other people
underwrites the share offer.

unincorporated associations Associations, partnerships, societies and other bodies which the
law does not treat as a separate legal person to their members.

warrant See the definition of dividend warrant.

wider-range investments The law restricts the investments which some trustees can invest in.
Where this restriction applies, the trustees can invest up to three quarters of their funds in wider-
range investments. These are, generally speaking, shares which are quoted on the London
Stock Exchange, and which are earning dividends.

wind up The formal process to put an end to a company. When a company is wound up its
assets are distributed. The assets go first to creditors, and then to shareholders. Shares which
rank first in sharing in the Company’s assets will receive any funds which are left over before any
shares which rank after (or behind) them.

- 88 -
 Exhibit 2.3
CONFORMED COPY

EIGHTH SUPPLEMENTAL TRUST DEED

10 JULY 2009

VODAFONE GROUP PLC

and

THE LAW DEBENTURE TRUST CORPORATION p.l.c.

further modifying the provisions of

the Trust Deed dated 16 July 1999

relating to a
€30,000,000,000
Euro Medium Term Note Programme

For Vodafone Group Plc:

LINKLATERS LLP
One Silk Street
London EC2Y 8HQ

For The Law Debenture Trust Corporation p.l.c.:

ALLEN & OVERY LLP

One Bishops Square
London E1 6AD

11398-03456 ICM:8658907.5
 Exhibit 2.3

THIS EIGHTH SUPPLEMENTAL TRUST DEED is made on 10 July 2009

BETWEEN:

(1) VODAFONE GROUP Plc, a company incorporated with limited liability in England and Wales
with registered number 1833679, whose registered office is Vodafone House, The Connection,
Newbury, Berkshire RG14 2FN, England (the Issuer); and

(2) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated with limited
liability in England and Wales with registered number 1675231, whose registered office is at Fifth
Floor, 100 Wood Street, London EC2V 7EX, England (the Trustee, which expression shall,
wherever the context so admits, include such company and all other persons or companies for the
time being the trustee or trustees of these presents) as trustee for the Noteholders, the Receiptholders
and the Couponholders.

WHEREAS:

(A) This Eighth Supplemental Trust Deed is supplemental to:

(i) the Trust Deed dated 16 July 1999 (hereinafter called the Principal Trust Deed) made
between the Issuer and the Trustee and relating to the €30,000,000,000 Euro Medium Term
Note Programme for the issue of Notes established by the Issuer;

(ii) the First Supplemental Trust Deed dated 4 May 2000 (the First Supplemental Trust Deed)
made between the Issuer and the Trustee modifying and restating the provisions of the
Principal Trust Deed;

(iii) the Second Supplemental Trust Deed dated 31 May 2001 (the Second Supplemental Trust
Deed) made between the Issuer and the Trustee further modifying and restating the
provisions of the Principal Trust Deed;

(iv) the Third Supplemental Trust Deed dated 6 June 2002 (the Third Supplemental Trust
Deed) made between the Issuer and the Trustee further modifying the provisions of the
Principal Trust Deed;

(v) the Fourth Supplemental Trust Deed dated 19 July 2005 (the Fourth Supplemental Trust
Deed) made between the Issuer and the Trustee further modifying and restating the
provisions of the Principal Trust Deed;

(vi) the Fifth Supplemental Trust Deed dated 19 July 2006 (the Fifth Supplemental Trust
Deed) made between the Issuer and the Trustee further modifying and restating the
provisions of the Principal Trust Deed;

(vii) the Sixth Supplemental Trust Deed dated 1 August 2007 (the Sixth Supplemental Trust
Deed) made between the Issuer and the Trustee further modifying the provisions of the
Principal Trust Deed; and

(viii) the Seventh Supplemental Trust Deed dated 14 July 2008 (the Seventh Supplemental Trust
Deed and, together with the Principal Trust Deed, the First Supplemental Trust Deed, the
Second Supplemental Trust Deed, the Third Supplemental Trust Deed, the Fourth
Supplemental Trust Deed, the Fifth Supplemental Trust Deed and the Sixth Supplemental
Trust Deed, the Subsisting Trust Deeds) made between the Issuer and the Trustee further
modifying the provisions of the Principal Trust Deed.

1
 Exhibit 2.3

(B) On the date hereof the Issuer published a Prospectus relating to the Programme, which
replaces the Prospectus dated 14 July 2008.

(C) The parties have agreed to make certain modifications to the Subsisting Trust Deeds in the
manner set out herein.

NOW THIS EIGHTH SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS HEREBY

AGREED AND DECLARED as follows:

1. Subject as hereinafter provided and unless there is something in the subject matter or context
inconsistent therewith all words and expressions defined in the Principal Trust Deed (as modified
and restated as aforesaid) shall have the same meanings in this Eighth Supplemental Trust Deed.

2. Save:

(a) in relation to all Series of Notes the first Tranche of which was issued on or prior to the day
last preceding the date of this Eighth Supplemental Trust Deed; and

(b) for the purpose (where necessary) of construing the provisions of this Eighth Supplemental
Trust Deed,

with effect on and from the date of this Eighth Supplemental Trust Deed, the Principal Trust Deed
(as modified and restated as aforesaid) is further modified as follows:

(i) by the deletion of the words "Lehman Brothers International (Europe)", by the insertion of
the words "Banca IMI S.p.a., Banco Bilbao Vizcaya, Argentaria, S.A." immediately
preceding the words "Barclays Bank PLC", by the insertion of the words "Bayerische Hypo-
Und Vereinsbank AG" immediately following the words "Barclays Bank PLC" and by the
insertion of the words "Lloyds TSB Bank plc, Merrill Lynch International, Morgan Stanley
& Co. International plc" immediately following the words "J.P. Morgan Securities Ltd." in
the definition of "Dealers" in Clause 1.1;

(ii) by the insertion of the words ", and any non-contractual obligations arising out of or in
connection with them," immediately after the words "the Coupons" in Clause 26;

(iii) by the deletion of the Terms and Conditions of the Notes set out in Schedule 1 thereto and
the substitution therefor of the Terms and Conditions of the Notes set out in Schedule 1
hereto;

(iv) by the deletion of the forms of Global Notes set out in Parts 1 and 2 of Schedule 2 thereto
and the substitution therefor of the Global Notes set out in Parts 1 and 2 of Schedule 2
hereto;

(v) by the deletion of the forms of Global Certificates set out in Parts 3 and 4 of Schedule 2
thereto and the substitution therefor of the Global Certificates set out in Parts 3 and 4 of
Schedule 2 hereto; and

(vi) by the deletion of the forms of Certificates set out in Parts 9 and 10 of Schedule 2 thereto
and the substitution therefor of the Certificates set out in Parts 5 and 6 of Schedule 2 hereto.

3. For the avoidance of doubt, the Principal Trust Deed (without the modifications made hereby but,
where applicable, as modified and restated as aforesaid) shall continue to have effect in relation to all
Series of Notes the first Tranche of which was issued on or prior to the day last preceding the date of
this Eighth Supplemental Trust Deed.

2
 Exhibit 2.3

4. The provisions of the Principal Trust Deed (as previously modified and restated) as further modified
by this Eighth Supplemental Trust Deed shall be valid and binding obligations of the Issuer and the
Trustee.

5. The Subsisting Trust Deeds shall henceforth be read and construed as one document with this Eighth
Supplemental Trust Deed.

6. No person other than a party to this Eighth Supplemental Trust Deed shall have any right by virtue
of the Contracts (Rights of Third Parties) Act 1999 to enforce any term (express or implied) of this
Eighth Supplemental Trust Deed, but this is without prejudice to any right or remedy of any third
party which may exist or be available apart from that Act.

7. This Eighth Supplemental Trust Deed, and any non-contractual obligations arising out of or in
connection with it, shall be governed by, and construed in accordance with, English law.

8. A Memorandum of this Eighth Supplemental Trust Deed shall be endorsed by the Trustee on the
Principal Trust Deed and by the Issuer on its duplicate thereof.

9. This Eighth Supplemental Trust Deed may be executed in any number of counterparts, each of
which, taken together, shall constitute one and the same Eighth Supplemental Trust Deed and any
party may enter into this Eighth Supplemental Trust Deed by executing a counterpart.

IN WITNESS whereof this Eighth Supplemental Trust Deed has been executed by the Issuer and the
Trustee as a deed and delivered on the day and year first above written.

3
 Exhibit 2.3

Schedule 1
Terms and Conditions of the Notes

The following are the Terms and Conditions of the Notes, that, subject to completion and amendment and as supplemented or varied in accordance with
the provisions of the applicable Final Terms, shall be applicable to the Notes and/or Certificates in definitive form (if any) issued in exchange for the
Global Note(s) and/or Global Certificates representing each Series or shall be incorporated by reference in the Deed Poll (as defined below) as the terms
and conditions of the Australian Domestic Notes (as defined below). Either (i) the full text of the following Terms and Conditions together with the
relevant provisions of the Final Terms or (ii) these Terms and Conditions as so completed, amended, supplemented or varied (and subject to simplification
by the deletion of non-applicable provisions), shall be endorsed on such definitive Bearer Notes or on the definitive Certificates relating to Registered
Notes (other than Australian Domestic Notes) or shall be incorporated by reference in the Deed Poll as the terms and conditions of the Australian
Domestic Notes. Part A of the applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent
so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose
of such Notes. Reference should be made to “Summary of Provisions Relating to the Notes While in Global Form” and “Summary of Certain Matters
Relating to Australian Domestic Notes” for a description of the content of Final Terms which will specify which of such terms are to apply in relation to the
relevant Notes. References in the following Terms and Conditions to “Notes” are to the Notes of one Series only, not to all Notes that may be issued under
the Programme.

Notes (other than Australian Domestic Notes (as defined below)) issued by Vodafone Group Plc (formerly called Vodafone AirTouch Plc) (the “Issuer”) are
constituted by a Trust Deed dated 16th July, 1999 (such Trust Deed as modified and/or supplemented and/or restated from time to time, the “Trust
Deed”) made between the Issuer and The Law Debenture Trust Corporation p.l.c. (the “Trustee”, which expression shall include any successor as trustee).

The Notes (other than Australian Domestic Notes), the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an amended
and restated Agency Agreement dated 19th July, 2006 (such Agency Agreement as amended and/or supplemented and/or restated from time to time,
the “Agency Agreement”) made between the Issuer, HSBC Bank plc as issuing and principal paying agent and agent bank (the “Issuing and Principal
Paying Agent”, which expression shall include any successor issuing and principal paying agent), the other paying agents named therein (together with
the Issuing and Principal Paying Agent, the “Paying Agents”, which expression shall include any additional or successor paying agents), HSBC Bank USA,
National Association as exchange agent (the “Exchange Agent”, which expression shall include any successor exchange agent) and HSBC Bank USA,
National Association as registrar (the “Registrar”, which expression shall include any successor registrar) and a transfer agent and the other transfer
agents named therein (together with the Registrar, the “Transfer Agents”, which expression shall include any additional or successor transfer agent) and
the Trustee.

Notes may also be issued by the Issuer in registered uncertificated (or inscribed) form which are denominated in Australian dollars and constituted by the
Deed Poll as defined below (“Australian Domestic Notes”). They will be constituted by a deed poll (the “Deed Poll”) dated 19th July, 2006 executed by
the Issuer in favour of the relevant Noteholders and the Trustee. The provisions of these Terms and Conditions relating to Global Notes, Certificates,
Coupons and Talons do not apply to Australian Domestic Notes. In relation to any Australian Domestic Notes to be issued, the Issuer will appoint an
Issuing and Principal Paying Agent and a Registrar for the Australian Domestic Notes pursuant to an agreement or agreements (any such agreement as
amended and/or supplemented and/or restated from time to time, an “Australian Agency Agreement”) entered into between the Issuer, the relevant
Issuing and Principal Paying Agent and/or Registrar and (unless otherwise specified in the applicable Final Terms) the Trustee. References herein to
“Issuing and Principal Paying Agent” and “Registrar” shall in relation to Australian Domestic Notes, be deemed to be respectively to the Issuing and
Principal Paying Agent and the Registrar so appointed and references to any Paying Agent shall be to the Issuing and Principal Paying Agent. The Issuing
and Principal Paying Agent and the Registrar will be specified in the applicable Final Terms.

The Noteholders (as defined below), the holders (the “Couponholders”) of the interest coupons (the “Coupons”) relating to interest bearing Notes in
bearer form and, where applicable in the case of such Notes, talons for further Coupons (the “Talons”) and the holders (the “Receiptholders”) of the
receipts for the payment of instalments of principal (the “Receipts”) relating to Notes in bearer form of which the principal is payable in instalments are
entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Deed Poll (in the case of Australian
Domestic Notes) and are deemed to have notice of those provisions applicable to them of the Agency Agreement. Any reference herein to Coupons or
coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons.

The Final Terms for this Note (or the relevant provisions thereof) are attached to or endorsed on this Note or, in the case of an Australian Domestic Note,
incorporated in the Deed Poll. Part A of the Final Terms supplements these Terms and Conditions and may specify other terms and conditions which shall,
to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes
of this Note. References to the “applicable Final Terms” are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on
this Note (or, in the case of an Australian Domestic Note, incorporated by reference in the Deed Poll).

4
 Exhibit 2.3

The Trustee acts for the benefit of the Noteholders, the Receiptholders and the Couponholders, (which expression shall, unless the context otherwise
requires, include the holders of the Talons), in accordance with the provisions of the Trust Deed.

As used herein, “Tranche” means Notes which are identical in all respects (including as to listing) and “Series” means a Tranche of Notes together with
any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as
to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.

Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the registered office for the time being
of the Trustee (being at 10th July, 2009 at Fifth Floor, 100 Wood Street, London EC2V 7EX, England) and at the specified office of each of the Paying
Agents. Copies of the Deed Poll and the applicable Final Terms relating to Australian Domestic Notes will be available for inspection at the specified office
of the Registrar following the issue of any Australian Domestic Notes. In addition, Final Terms relating to Notes which are either admitted to trading on a
regulated market in the European Economic Area or offered in the European Economic Area in circumstances where a prospectus is required to be
published under Directive 2003/71/EC (the “Prospectus Directive”) will be available for viewing on the website of the Regulatory News Service operated
by the London Stock Exchange plc at www.londonstockexchange.com/en-gb/pricesnews/marketnews/ or otherwise published in accordance with
Article 14 of the Prospectus Directive. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the
benefit of, all the provisions of the Trust Deed, the Agency Agreement (except in respect of Australian Domestic Notes) and the applicable Final Terms
which are applicable to them. The statements in these Terms and Conditions include summaries of, and are subject to, the detailed provisions of the Trust
Deed. In the case of Australian Domestic Notes, the Noteholders will also be deemed to have notice of, and will be entitled to the benefit of, all the
provisions of the Deed Poll, which will be binding on them.

Words and expressions defined in the Trust Deed and/or (except in respect of Australian Domestic Notes) the Agency Agreement or used in the applicable
Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated
and provided that, in the event of inconsistency between the Agency Agreement and the Trust Deed, the Trust Deed shall prevail and, in the event of
inconsistency between the Agency Agreement or the Trust Deed and the applicable Final Terms, the applicable Final Terms will prevail. In the event of
any inconsistency between the applicable Final Terms for a series of Australian Domestic Notes and the Deed Poll, the applicable Final Terms will prevail.

1 Form, Denomination and Title

The Notes are issued in bearer form (“Bearer Notes”, which expression includes Notes that are specified to be Exchangeable Bearer Notes), in registered
form (“Registered Notes”) or in bearer form exchangeable for Registered Notes (other than Australian Domestic Notes) (“Exchangeable Bearer Notes”)
in each case in the Specified Denomination(s) shown hereon. Australian Domestic Notes will only be Registered Notes.

All Registered Notes shall have the same Specified Denomination. Where Exchangeable Bearer Notes are issued, the Registered Notes for which they are
exchangeable shall have the same Specified Denomination as the lowest denomination of Exchangeable Bearer Notes.

The Notes may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note or a combination of any of the foregoing,
depending upon the Interest Basis shown in the applicable Final Terms.

The Notes may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note, a Partly Paid Note or a combination of any of the
foregoing, depending on the Redemption/Payment Basis shown in the applicable Final Terms.

Bearer Notes are serially numbered and are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and
Couponholders in these Terms and Conditions are not applicable.

Registered Notes (other than Australian Domestic Notes) are represented by registered certificates (“Certificates”) and, save as provided in Condition 2(c),
each Certificate shall represent the entire holding of Registered Notes by the same holder.

Title to the Bearer Notes, Receipts and Coupons will pass by delivery. Title to the Registered Notes will pass by registration in the register that the Issuer
will procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement or, in the case of Australian Domestic Notes, these
Terms and Conditions (the “Register”). The Issuer, any Paying Agent, the Registrar, the Transfer Agents, the Exchange Agent and the Trustee may (to the
fullest extent permitted by applicable laws) deem and treat the holder (as defined below) of any Note, Receipt or Coupon as the absolute owner for all
purposes (whether or not the Note, Receipt or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note, Receipt or
Coupon (or on the Certificate representing it) or any notice of previous loss or theft of the Note, Receipt or Coupon (or that of the related Certificate) or of
trust or any interest therein) and shall not be required to obtain any proof thereof or as to the identity of such holder and no person shall be liable for so
treating the holder.

In these Terms and Conditions, “Noteholder” means the bearer of any Bearer Note and the Receipts relating to it or the person in whose name a Registered
Note is registered (as the case may be), “holder” (in relation to a Note, Receipt or Coupon) means the bearer of any Bearer Note, Receipt or Coupon or the
person in whose name a Registered Note is registered (as the case may be) and capitalised terms have the meanings given to them in the applicable Final
Terms, the absence of any such meaning indicating that such term is not applicable to the Notes. For the avoidance of doubt, where an Australian Domestic
Note is entered into the system operated by Austraclear Limited (ABN 94 002 060 773) (“Austraclear”) for holding securities and the electronic recording

5
 Exhibit 2.3

and settling of transactions in those securities between members of that system (the “Austraclear System”), the “Noteholder” or “holder” of that note is
Austraclear.

In the case of Australian Domestic Notes, the following provisions shall apply and shall prevail over the foregoing provisions of this Condition 1 in the
event of any inconsistency.

Australian Domestic Notes will be debt obligations of the Issuer constituted by the Deed Poll and will take the form of entries in a register (the “Register”)
to be established and maintained by the Registrar in Sydney, or such other place specified in the applicable Final Terms or agreed with the Registrar. The
Issuer will arrange for the Registrar to maintain the Register so as to show at all times such details of the Noteholders and the Notes as are required to be
shown on the Register by or for the effective operation of these Terms and Conditions or by law or which the Issuer and Registrar determine should be
shown in the Register. Although Australian Domestic Notes will not be constituted by the Trust Deed, Australian Domestic Notes will have the benefit of
certain other provisions of the Trust Deed. The Agency Agreement is not applicable to Australian Domestic Notes.

Australian Domestic Notes will not be serially numbered, unless otherwise agreed with the Registrar. Each entry in the Register constitutes a separate and
individual acknowledgement to the relevant Noteholder of the indebtedness of the Issuer to the relevant Noteholder. The obligations of the Issuer in
respect of each Australian Domestic Note constitute separate and independent obligations which the Noteholder and the Trustee are entitled to enforce
in accordance with (and subject to) these Terms and Conditions, the Trust Deed and the Deed Poll. No certificate or other evidence of title will be issued
by or on behalf of the Issuer to evidence title to an Australian Domestic Note unless the Issuer determines that certificates should be made available or it
is required to do so pursuant to any applicable law or regulation.

No Australian Domestic Note will be registered in the name of more than four persons. Australian Domestic Notes registered in the name of more than
one person are held by those persons as joint tenants. Australian Domestic Notes will be registered by name only, without reference to any trusteeship
and an entry in the Register in relation to an Australian Domestic Note constitutes conclusive evidence that the person so entered is the absolute owner
of such Note, subject to rectification for fraud or error.

Title to an Australian Domestic Note and all rights and entitlements arising by virtue of the Deed Poll or the Trust Deed in respect of that Australian Domestic
Note vest absolutely in the registered owner of the Australian Domestic Note, subject to rectification of the Register for fraud or error, such that no person
who has previously been registered as the owner of the Australian Domestic Note has or is entitled to assert against the Issuer or the Registrar or the
registered owner of the Australian Domestic Note for the time being and from time to time any rights, benefits or entitlements in respect of the Australian
Domestic Note.

2 Exchanges of Exchangeable Bearer Notes and Transfers of Registered Notes

(a) Exchange of Exchangeable Bearer Notes
Subject as provided in Condition 2(f), Exchangeable Bearer Notes may be exchanged for the same nominal amount of Registered Notes (other than
Australian Domestic Notes) at the request in writing of the relevant Noteholder (in substantially the same form set out in Schedule 3 of the Agency
Agreement) and upon surrender of each Exchangeable Bearer Note to be exchanged, together with all unmatured Receipts and Coupons relating to it, at
the specified office of any Transfer Agent; provided, however, that where an Exchangeable Bearer Note is surrendered for exchange after the Record Date
(as defined in Condition 5(c)) for any payment of interest, the Coupon in respect of that payment of interest need not be surrendered with it. Registered
Notes may not be exchanged for Bearer Notes. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified
Denomination. Bearer Notes that are not Exchangeable Bearer Notes may not be exchanged for Registered Notes.

(b) Transfer of Registered Notes

This Condition 2(b) does not apply to Australian Domestic Notes.
One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate
representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate, (or another form of transfer
substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the issuer), duly completed
and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of
Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new
Certificate in respect of the balance of the holding not transferred shall be issued to the transferor.

(c) Partial Redemption in Respect of Registered Notes

This Condition 2(c) does not apply to Australian Domestic Notes.
In the case of a partial redemption of a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder in
respect of the balance of the holding not redeemed. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or
any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the
enlarged holding shall only be issued against surrender of the Certificate representing the existing holding.

6
 Exhibit 2.3

(d) Delivery of New Certificates

Each new Certificate to be issued pursuant to Conditions 2(a), (b) or (c) shall only be available for delivery within three business days of receipt of the
request for exchange, form of transfer or Put Notice (as defined in Condition 6(d)) and surrender of the Certificate for exchange. Delivery of the new
Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such
request for exchange, form of transfer, Put Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as
aforesaid and as specified in the relevant request for exchange, form of transfer, Put Notice or other in writing, be mailed by uninsured post at the risk of
the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the
relevant Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition (d), “business day” means a
day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the
Registrar (as the case may be).

(e) Exchange or Transfer Free of Charge

Exchange and transfer of Notes and Certificates on registration, transfer and exercise of an option or partial redemption shall be effected without charge
by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in
relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require).

(f) Closed Periods

No Noteholder may require the transfer of a Registered Note to be registered or an Exchangeable Bearer Note to be exchanged for one or more
Registered Note(s) (i) during the period of 15 days (or, in the case of an Australian Domestic Note, eight days) ending on the due date for redemption of, or
payment of any Instalment Amount in respect of, that Note, (ii) during the period of 15 days prior to any date on which Notes may be called for
redemption by the Issuer at its option pursuant to Condition 6(c), (iii) after any such Note has been called for redemption or (iv) during the period of seven
days ending on (and including) any Record Date (or, in the case of Australian Domestic Notes, during the period of eight days ending on the due date for
payment of any interest). An Exchangeable Bearer Note called for redemption may, however, be exchanged for one or more Registered Note(s) in respect
of which the Certificate is simultaneously surrendered not later than the relevant Record Date.

(g) Additional Provisions Relating to Transfer of Australian Domestic Notes

Australian Domestic Notes may be transferred in whole but not in part. Australian Domestic Notes will (subject to the following provisions) be transferred
by duly completed and (if applicable) stamped transfer and acceptance forms in the form specified by, and obtainable from, the Registrar or by any other
manner approved by the Issuer and the Registrar. Australian Domestic Notes entered in the Austraclear System will be transferable only in accordance
with the Austraclear System Regulations.

Application for the transfer of Australian Domestic Notes must be made by the lodgement of a transfer and acceptance form with the Registrar. Each
transfer and acceptance form must be signed by the transferor and transferee and be accompanied by such evidence (if any) as the Registrar may require
to prove the title of the transferor or the transferor’s right to transfer the Australian Domestic Notes and that the form has been properly executed by both
the transferor and transferee.

The transferor of an Australian Domestic Note remains the Noteholder of that Australian Domestic Note until the name of the transferee is entered in the
Register in respect of that Australian Domestic Note. Transfers will not be registered later than eight days prior to the Maturity Date of an Australian
Domestic Note.

Australian Domestic Notes may only be transferred within, to or from Australia if (i) the aggregate consideration payable by the transferee at the time of
transfer is at least A$500,000 (or the equivalent in another currency, in either case disregarding moneys lent by the transferor or its associates) (or, if the
Australian Domestic Notes are not listed on the Australian Securities Exchange, the transferee is otherwise not a “retail client” as defined in section 761G
of the Corporations Act 2001 and the offer or invitation giving rise to the transfer otherwise does not constitute an offer or invitation for which disclosure
is required to be made to investors in accordance with Part 6D.2 or Part 7.9 of the Corporations Act 2001), (ii) the transfer is in compliance with all
applicable laws, regulations or directives (including, without limitation, in the case of a transfer to or from Australia, the laws of the jurisdiction in which
the transfer takes place), and (iii) in the case of a transfer between persons outside Australia, if a transfer and acceptance form is signed outside Australia.
A transfer to an unincorporated association is not permitted.

A person becoming entitled to an Australian Domestic Note as a consequence of the death or bankruptcy of a Noteholder or of a vesting order or a person
administering the estate of a Noteholder may, upon producing such evidence as to that entitlement or status as the Registrar considers sufficient,
transfer the Australian Domestic Note or, if so entitled, become registered as the holder of the Australian Domestic Note.

Where the transferor executes a transfer of less than all Australian Domestic Notes registered in its name, and the specific Australian Domestic Notes to
be transferred are not identified, the Registrar may register the transfer in respect of such of the Australian Domestic Notes registered in the name of the
transferor as the Registrar thinks fit, provided the aggregate principal amount of the Australian Domestic Notes registered as having been transferred
equals the aggregate principal amount of the Australian Domestic Notes expressed to be transferred in the transfer.

7
 Exhibit 2.3

3 Status of the Notes

The Notes and any relative Receipts and Coupons are direct, unconditional and unsecured obligations of the Issuer and rank and will rank pari passu,
without any preference among themselves, with all other, present and future, outstanding unsecured and unsubordinated obligations of the Issuer (other
than obligations preferred by law).

4 Interest
(a) Interest on Fixed Rate Notes
Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest.
Interest will be payable in arrear on the Interest Payment Date(s) in each year and on the Maturity Date if that does not fall on an Interest Payment Date.

If the Notes are in definitive form, except as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date in
respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest
Payment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified.

As used in these Terms and Conditions, “Fixed Interest Period” means the period from (and including) an Interest Payment Date (or the Interest
Commencement Date) to (but excluding) the next (or first) Interest Payment Date.

Except in the case of Notes in definitive form where a Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms, interest shall be
calculated in respect of any period by applying the Rate of Interest to:

(i) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes
represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or

(ii) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Fixed Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the
relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the
Specified Denomination of a Fixed Rate Note in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect
of such Fixed Rate Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the
Specified Denomination without any further rounding.

In these Terms and Conditions:

“Fixed Day Count Fraction” means, in respect of the calculation of an amount of interest in accordance with this Condition 4(a):

(i) if “Actual/Actual (ICMA)” is specified in the applicable Final Terms:

(a) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none,
the Interest Commencement Date) to (but excluding) the relevant payment date (the “Accrual Period”) is equal to or shorter than the
Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the
number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that
would occur in one calendar year; or

(b) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:

(1) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the
product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the
applicable Final Terms) that would occur in one calendar year; and

(2) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in
such Determination Period and (y) the number of Determination Dates that would occur in one calendar year assuming interest was to
be payable in respect of the whole of that year; and

(ii) if “30/360” is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date
(or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of
a year of 360 days with 12 30-day months) divided by 360.

In these Terms and Conditions:

“Determination Period” means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where
either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first
Determination Date prior to, and ending on the first Determination Date falling after, such date); and

8
 Exhibit 2.3

“sub-unit” means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of
such currency and, with respect to euro, means one cent.

(b) Interest on Floating Rate Notes and Index Linked Interest Notes
(i) Interest Payment Dates
Each Floating Rate Note and Index Linked Interest Note bears interest from (and including) the Interest Commencement Date and such interest will be
payable in arrear on either:

(A) the Specified Interest Payment Date(s) (each an “Interest Payment Date”) in each year specified in the applicable Final Terms; or

(B) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each an “Interest Payment Date”) which falls the
number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or, in
the case of the first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period (which expression shall, in these Terms and Conditions, mean the period from (and
including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date).

If a Business Day Convention is specified in the applicable Final terms and (x) if there is no numerically corresponding day in the calendar month in which
an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business
Day Convention specified is:

(1) in any case where Specified Periods are specified in accordance with Condition 4(b)(i)(B), the Floating Rate Convention, such Interest Payment Date
(i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (B) below shall apply mutatis
mutandis or (ii) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next
calendar month, in which event (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (B) each
subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable
Interest Payment Date occurred; or

(2) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or

(3) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it
would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding
Business Day; or

(4) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

In these Terms and Conditions, “Business Day” means a day which is both:

(A) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign
exchange and foreign currency deposits) in London and any Additional Business Centre specified in the applicable Final Terms; and

(B) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets
settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial
centre of the country of the relevant Specified Currency (if other than London and any Additional Business Centre and which if the Specified
Currency is Australian dollars or New Zealand dollars shall be Sydney or Wellington, respectively) or (2) in relation to any sum payable in euro, a day
on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the “TARGET2 System”) is open.

(ii) Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will be determined in the manner
specified in the applicable Final Terms.

(A) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest
for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this
sub-paragraph (A), “ISDA Rate” for an Interest Period means a rate equal to the Floating Rate that would be determined by the Issuing and Principal
Paying Agent under an interest rate swap transaction if the Issuing and Principal Paying Agent were acting as Calculation Agent for that swap transaction
under the terms of an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc. and
amended and updated as at the Issue Date of the first Tranche of the Notes) (the “ISDA Definitions”) and under which:

(1) the Floating Rate Option is as specified in the applicable Final Terms;

(2) the Designated Maturity is a period specified in the applicable Final Terms; and

9
 Exhibit 2.3

(3) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the London inter-bank offered rate (“LIBOR”) or on the Euro-
zone inter-bank offered rate (“EURIBOR”) for a currency, the first day of that Interest Period or (ii) in any other case, as specified in the applicable
Final Terms.

For the purposes of this sub-paragraph (A), (i) “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity” and “Reset Date”
have the meanings given to those terms in the ISDA Definitions, (ii) the definition of “Banking Day” in the ISDA Definitions shall be amended to insert
after the words “are open for” in the second line the word “general” and (iii) “Euro-zone” means the region comprised of Member States of the European
Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union.

(B) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of
Interest for each Interest Period will, subject as provided below, be either:

(1) the offered quotation; or

(2) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at
11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as
indicated in the applicable Final Terms) the Margin (if any), all as determined by the Issuing and Principal Paying Agent. If five or more of such offered
quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and
the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Issuing and Principal Paying
Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

The Agency Agreement contains (or, in the case of Australian Domestic Notes, the Final Terms will contain) provisions for determining the Rate of Interest
in the event that the Relevant Screen Page is not available or if, in the case of (1) above, no such offered quotation appears or, in the case of (2) above,
fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph.

If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Final Terms as being other than LIBOR or EURIBOR,
the Rate of Interest in respect of such Notes will be determined as provided in the applicable Final Terms.

(C) Bank Bill Rate Determination for Australian Domestic Notes

Where, in relation to an issue of Australian Domestic Notes, Bank Bill Rate Determination is specified in the applicable Final Terms as the manner in which
the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant Bank Bill Rate plus or minus (as indicated in the
applicable Final Terms) the Margin.

For the purposes of this sub-paragraph (C),

(1) “Bank Bill Rate”, for an Interest Period, means the average mid rate for Bills having a tenor closest to the Interest Period as displayed on the
“BBSW” page of the Reuters Monitor System on the first day of that Interest Period as determined by the Issuing and Principal Paying Agent.

However, if the average mid rate is not displayed by 10.30 am on that day, or if it is displayed but the Issuing and Principal Paying Agent determines
that there is an obvious error in that rate, “Bank Bill Rate” means the rate determined by the Issuing and Principal Paying Agent in good faith at
approximately 10.30 am on that day, having regard, to the extent possible, to the mid rate of the rates otherwise bid and offered for bank accepted
Bills of that tenor at or around that time (including any displayed on the “BBSY” page of the Reuters Monitor System); and

(2) “Bill” has the meaning it has in the Bills of Exchange Act 1909 of Australia and a reference to the acceptance of a Bill is to be interpreted in
accordance with that Act.

(iii) Minimum Rate of Interest and/or Maximum Rate of Interest

If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such
Interest Period determined in accordance with the provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for
such Interest Period shall be such Minimum Rate of Interest.

If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such
Interest Period determined in accordance with the provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest for
such Interest Period shall be such Maximum Rate of Interest.

(iv) Determination of Rate of Interest and calculation of Interest Amounts

The Issuing and Principal Paying Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index Linked Interest Notes, will at or
as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In

10
 Exhibit 2.3

the case of Index Linked Interest Notes, the Calculation Agent will notify the Issuing and Principal Paying Agent of the Rate of Interest for the relevant
Interest Period as soon as practicable after calculating the same.

The Issuing and Principal Paying Agent will calculate the amount of interest (the “Interest Amount”) payable on the Floating Rate Notes or Index Linked
Interest Notes for the relevant Interest Period by applying the Rate of Interest to:

(i) in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a Global Note, the aggregate outstanding nominal
amount of the Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or

(ii) in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant
Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified
Denomination of a Floating Rate Note or an Index Linked Interest Note in definitive form comprises more than one Calculation Amount, the Interest
Amount payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount
comprising the Specified Denomination without any further rounding.

“Day Count Fraction” means, in respect of the calculation of an amount of interest for any Interest Period:

(i) if “Actual/Actual-ISDA” or “Actual/Actual” is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by
365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Period falling
in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);

(ii) if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;

(iii) if “Actual/360” is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;

(iv) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360,
calculated on a formula basis as follows:

[360 ⫻ (Y2 ⫺ Y1)] + [30 ⫻ (M2 ⫺ M1)] + (D2 ⫺ D1)

Day Count Fraction = 360

where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be
31 and D1 is greater than 29, in which case D2 will be 30;

(v) if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on
a formula basis as follows:

[360 ⫻ (Y2 ⫺ Y1)] + [30 ⫻ (M2 ⫺ M1)] + (D2 ⫺ D1)

Day Count Fraction = 360

where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be
31, in which case D2 will be 30; and

11
 Exhibit 2.3

(vi) if “30E/360 (ISDA)” is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula
basis as follows:

[360 ⫻ (Y2 ⫺ Y1)] + [30 ⫻ (M2 ⫺ M1)] + (D2 ⫺ D1)

Day Count Fraction = 360

where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would
be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day
of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.

(v) Notification of Rate of Interest and Interest Amounts

The Issuing and Principal Paying Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest
Payment Date to be notified to the Issuer, the Registrar (in the case of an Australian Domestic Note) and any stock exchange on which the relevant
Floating Rate Notes or Index Linked Interest Notes are for the time being listed and notice thereof to be published in accordance with Condition 13 as
soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest
Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in
the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the
relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and to the Noteholders in accordance with Condition 13. For the
purposes of this paragraph, the expression “London Business Day” means a day (other than a Saturday or a Sunday) on which banks and foreign
exchange markets are open for business in London (and, in the case of Australian Domestic Notes, Sydney).

(vi) Determination or Calculation by Trustee

If for any reason at any relevant time the Issuing and Principal Paying Agent or, as the case may be, the Calculation Agent defaults in its obligation to
determine the Rate of Interest or the Issuing and Principal Paying Agent defaults in its obligation to calculate any Interest Amount in accordance with
sub-paragraph (ii)(A), (B) or (C) above or as otherwise specified in the applicable Final Terms, as the case may be, and in each case in accordance with
paragraph (iv) above, the Trustee shall determine the Rate of Interest at such rate as, in its absolute discretion (having such regard as it shall think fit to the
foregoing provisions of this Condition 4, but subject always to any Minimum or Maximum Rate of Interest specified in the applicable Final Terms), it shall
deem fair and reasonable in all the circumstances or, as the case may be, the Trustee shall calculate the Interest Amount(s) in such manner as it shall
deem fair and reasonable in all the circumstances and each such determination or calculation shall be deemed to have been made by the Issuing and
Principal Paying Agent or the Calculation Agent, as applicable.

(vii) Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of
the provisions of this Condition 4, whether by the Issuing and Principal Paying Agent or, if applicable, the Calculation Agent or the Trustee, shall (in the
absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Issuing and Principal Paying Agent, the Calculation Agent (if applicable),
the other Paying Agents and all Noteholders, Receiptholders and Couponholders and (in the absence as aforesaid) no liability to the Issuer, the
Noteholders, the Receiptholders or the Couponholders shall attach to the Issuing and Principal Paying Agent or, if applicable, the Calculation Agent or the
Trustee in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

(c) Interest on Dual Currency Notes

In the case of Dual Currency Notes, if the rate or amount of interest falls to be determined by reference to an exchange rate, the rate or amount of interest
payable shall be determined in the manner specified in the applicable Final Terms.

(d) Interest on Partly Paid Notes

In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal
amount of such Notes and otherwise as specified in the applicable Final Terms.

12
 Exhibit 2.3

(e) Accrual of interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its
redemption unless, upon due presentation thereof (in the case of Notes other than Australian Domestic Notes), payment of principal is improperly
withheld or refused or, in the case of Australian Domestic Notes, payment on the due date is improperly withheld or not made. In such event, interest will
continue to accrue as provided in the Trust Deed.

5 Payments
(a) Method of payment
Subject as provided below:

(i) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency (which, in the
case of a payment in Japanese yen to a non-resident of Japan, shall be a non-resident account) maintained by the payee with, or, at the option of
the payee, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency
(which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Wellington, respectively); and

(ii) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified
by the payee or, at the option of the payee, by a euro cheque.

Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the
provisions of Condition 7.

(b) Presentation of Bearer Notes, Receipts and Coupons

Payments of principal in respect of Bearer Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against
presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Bearer Notes, and payments of interest in respect of Bearer
Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due,
endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the
United States of America (including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)).

Payments of instalments of principal (if any) in respect of Bearer Notes, other than the final instalment, will (subject as provided below) be made in the
manner provided in paragraph (a) above against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant
Receipt in accordance with the preceding paragraph. Payment of the final instalment will be made in the manner provided in paragraph (a) above only
against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Note in accordance with the preceding
paragraph. Each Receipt must be presented for payment of the relevant instalment together with the Bearer Note to which it appertains. Receipts
presented without the Bearer Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any Bearer Note
becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in
respect thereof.

Fixed Rate Notes in bearer form (other than Dual Currency Notes or Index Linked Notes) should be presented for payment together with all unmatured
Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which
the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing
unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will
be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date
(as defined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five
years from the date on which such Coupon would otherwise have become due, but in no event thereafter.

Upon any Fixed Rate Note in bearer form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will
become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note, Dual Currency Note or Index Linked Interest Note in bearer form becomes due and repayable, unmatured
Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further
Coupons shall be made in respect thereof.

If the due date for redemption of any definitive Bearer Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and
including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the
relevant definitive Bearer Note.

13
 Exhibit 2.3

(c) Payments in respect of Registered Notes

This Condition 5(c) does not apply to Australian Domestic Notes.

(i) Payments of principal (which for purposes of this Condition 5(c) shall include final Instalment Amounts but not other Instalment Amounts) in
respect of Registered Notes shall be made against presentation and surrender of the relevant Certificates at the specified office of any of the
Transfer Agents or of the Registrar and in the manner provided in the paragraph (ii) below.

(ii) Interest (which for the purpose of this Condition 5(c) shall include all Instalment Amounts other than final Instalment Amounts) on Registered
Notes shall be paid to the person shown on the Register at the close of business on the fifteenth day before the due date for payment thereof (the
“Record Date”). Payments of interest on each Registered Note shall be made in the relevant currency by cheque drawn on a Bank and mailed to
the holder (or to the first named of joint holders) of such Note at its address appearing in the Register on the Record Date. Upon application by the
holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an
account in the relevant currency maintained by the payee with a Bank.

(iii) Payments of principal and interest in respect of Registered Notes registered in the name of, or in the name of a nominee for, The Depository Trust
Company (“DTC”) and denominated in a Specified Currency other than U.S. dollars will be made or procured to be made by transfer by the Registrar
to an account in the relevant Specified Currency of the Exchange Agent on behalf of DTC or its nominee in accordance with the following
provisions. The amounts in such Specified Currency payable by the Registrar or its agent to DTC with respect to Registered Notes held by DTC or its
nominee will be received from the Issuer by the Registrar who will make payments in such Specified Currency by wire transfer of same day funds to
the designated bank account in such Specified Currency of those DTC participants entitled to receive the relevant payment who have made an
irrevocable election to DTC, in the case of interest payments, on or prior to the third DTC Business Day after the Record Date for the relevant
payment of interest and, in the case of payments of principal, at least 12 DTC Business Days prior to the relevant payment date, to receive that
payment in such Specified Currency. The Registrar, after the Exchange Agent has converted amounts in such Specified Currency into U.S. dollars,
will deliver such U.S. dollar amount in same day funds to DTC for payment through its settlement system to those DTC participants entitled to
receive the relevant payment who did not elect to receive such payment in such Specified Currency. The Agency Agreement sets out the manner in
which such conversions are to be made. For the purposes of this Condition 5(c), “DTC Business Day” means any day on which DTC is open for
business.

(d) General provisions applicable to payments

The holder of a Global Note or a Global Certificate shall be the only person entitled to receive payments in respect of Notes represented by such Global
Note or Global Certificate and the Issuer will be discharged by payment to, or to the order of, the holder of such Global Note or Global Certificate in respect
of each amount so paid. Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or DTC as the beneficial holder of a particular
nominal amount of Notes represented by such Global Note or Global Certificate must look solely to Euroclear, Clearstream, Luxembourg or DTC, as the
case may be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such Global Note or Global Certificate.

Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Bearer Notes is payable in U.S. dollars,
such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if:

(i) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents
would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the
Notes in the manner provided above when due; and

(ii) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and

(iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.

(e) Payment Day

If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment
until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these
purposes, “Payment Day” means any day which (subject to Condition 8) is:

(i) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign
exchange and foreign currency deposits) in:

(A) relevant place of presentation (where presentation is required);

(B) London; and

(C) any Additional Financial Centre specified in the applicable Final Terms; and

14
 Exhibit 2.3

(ii) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets
settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial
centre of the country of the relevant Specified Currency (if other than the place of presentation, London and any Additional Financial Centre and
which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Wellington, respectively) or (2) in relation to any
sum payable in euro, a day on which the TARGET2 System is open.

(f) Interpretation of principal and interest

Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable:

(i) any additional amounts which may be payable with respect to principal under Condition 6 or under any undertakings given in addition thereto or in
substitution therefor pursuant to the Trust Deed;

(ii) the Final Redemption Amount of the Notes;

(iii) the Early Redemption Amount of the Notes;

(iv) the Optional Redemption Amount(s) (if any) of the Notes;

(v) in relation to Notes redeemable in instalments, the Instalment Amounts;

(vi) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6(e)); and

(vii) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.

Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which
may be payable with respect to interest under Condition 7 or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust
Deed.

(g) Payments in respect of Australian Domestic Notes

Payments of principal and interest in respect of Australian Domestic Notes will be made in Australian dollars to the persons registered in the Register on
the relevant Record Date (as defined below) as the holders of such Australian Domestic Notes or (if so required by the Trustee by notice in writing
following the occurrence of an Event of Default or Potential Event of Default or following receipt by the Trustee of any money which it proposes to pay
under clause 9 of the Trust Deed) to the Trustee. Payments to holders in respect of each Australian Domestic Note will be made: (i) if the Australian
Domestic Note is held by Austraclear and entered in the Austraclear System, by crediting on the relevant Interest Payment Date, the Maturity Date or
other date on which payment is due the amount then due to the account or accounts to which payments should be made in accordance with the
Austraclear System Regulations or as otherwise agreed with Austraclear; and (ii) if the Australian Domestic Note is not held by Austraclear and entered in
the Austraclear System, by crediting on the Interest Payment Date, the Maturity Date or other date on which payment is due, the amount then due to an
account in Australia previously notified by the Noteholder(s) of the Australian Domestic Note to the Issuer and the Registrar.

Payment of an amount due in respect of an Australian Domestic Note to the holder or otherwise in accordance with this Condition or to the Trustee
discharges the obligation of the Issuer to all persons to pay that amount.

Payments will for all purposes be taken to be made when the Issuer or the Issuing and Principal Paying Agent gives irrevocable instructions for the making
of the relevant payment by electronic transfer, being instructions which would be reasonably expected to result, in the ordinary course of banking
business, in the funds transferred reaching the account to which the payment is to be made on the same day as the day on which the instructions are
given.

If a payment cannot be made in accordance with the foregoing because appropriate account details have not been provided, the Issuer has no obligation
to make the payment until the Issuing and Principal Paying Agent has received those details together with a claim for payment and evidence to its
satisfaction of the entitlement of the payee. No interest or other amount will be payable in respect of the delay.

If, following the application of Condition 5(e), a payment is due to be made under an Australian Domestic Note to an account on a Payment Day on which
banks are not open for general banking business in the city in which the account is located, the Noteholder is not entitled to payment of such amount
until the next Payment Day on which banks in such city are open for general banking business and is not entitled to any interest or other payment in
respect of any such delay.

Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto but without prejudice to the provisions of Condition 7.

In this Condition 5(g) in relation to Australian Domestic Notes, “Record Date” means, in the case of payments of principal or interest, the date which is the
eighth calendar day before the due date for the relevant payment of principal or interest.

15
 Exhibit 2.3

6 Redemption and Purchase

(a) Redemption at maturity
Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its Final Redemption Amount
specified in, or determined in the manner specified in, the applicable Final Terms in the relevant Specified Currency on the Maturity Date.

(b) Redemption for tax reasons

The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note nor an Index
Linked Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note or an Index Linked Interest Note), on giving not less than
30 nor more than 60 days’ notice to the Issuing and Principal Paying Agent and, in accordance with Condition 13, the Noteholders (which notice shall be
irrevocable), if:

(i) on the occasion of the next payment due in respect of the Notes, the Issuer would be required to pay additional amounts as provided or referred to
in Condition 7 as a result of any change in, or amendment to, the laws or regulations of the Relevant Jurisdiction (as defined in Condition 7) (or any
political subdivision or taxing authority thereof or therein), or any change in the application or official interpretation of such laws or regulations,
which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and

(ii) such requirement cannot be avoided by the Issuer taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be required to pay such
additional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Trustee a certificate signed by two Directors
of the Issuer stating that the requirement referred to in (i) above will apply on the occasion of the next payment due in respect of the Notes and cannot be
avoided by the Issuer taking reasonable measures available to it and the Trustee shall be entitled to accept the certificate as sufficient evidence of the
satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on the Noteholders, the Receiptholders and the
Couponholders. Upon the expiry of any such notice as is referred to in this paragraph, the Issuer shall be bound to redeem the Notes in accordance with
the provisions of this paragraph.

Notes redeemed pursuant to this Condition 6(b) will be redeemed at their Early Redemption Amount referred to in paragraph (e) below together (if
appropriate) with interest accrued to (but excluding) the date of redemption.

(c) Redemption at the option of the Issuer (Issuer Call)

If Issuer Call is specified in the applicable Final Terms, the Issuer may, having given:

(i) notice within the Issuer Call Period to the Noteholders in accordance with Condition 13; and

(ii) not less than 10 days before the giving of the notice referred to in (i), notice to the Issuing and Principal Paying Agent and the Trustee;

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any
Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Final Terms
together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal
amount equal to the Minimum Redemption Amount or a Higher Redemption Amount. In the case of a partial redemption of Notes, the Notes to be
redeemed (“Redeemed Notes”) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes or Australian
Domestic Notes, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the “Selection Date”). In
the case of Redeemed Notes represented by definitive Notes or Australian Domestic Notes, a list of the serial numbers (or other identifying details in the
case of Australian Domestic Notes) of such Redeemed Notes will be published in accordance with Condition 13 not less than 15 days prior to the date
fixed for redemption.

(d) Redemption at the option of the Noteholders (Investor Put)

If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 13 notice within the
Investor Put Period the Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final
Terms, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with
interest accrued to (but excluding) the Optional Redemption Date. It may be that before an Investor Put can be exercised, certain conditions and/or
circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable Final Terms.

To exercise this option the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Receipts and Coupons) with any
Paying Agent or (in the case of Registered Notes (other than Australian Domestic Notes)) the Certificate representing such Note(s) with the Registrar or
any Transfer Agent at its specified office, accompanied by a duly completed and signed notice of exercise (a “Put Notice” in the form (for the time being
current) obtainable from any specified office of any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the notice period and in which

16
 Exhibit 2.3

the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this
Condition. The provisions of this paragraph in relation to Registered Notes (other than Australian Domestic Notes) apply equally to the Australian
Domestic Notes, except that it shall not be necessary to deposit a certificate in connection with the exercise of this option in respect of an Australian
Domestic Note.

(e) Early Redemption Amounts

For the purpose of paragraph (b) above and Condition 9, each Note will be redeemed at the Early Redemption Amount calculated as follows:

(i) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;

(ii) in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and Partly Paid Note) with a Final Redemption Amount
which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Notes are
denominated, at the amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such amount or manner is so
specified in the applicable Final Terms, at its nominal amount; or

(iii) in the case of a Zero Coupon Note, at an amount (the “Amortised Face Amount”) equal to the sum of:

(A) the Reference Price; and

(B) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date of the first
Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due
and repayable.

Where such calculation is to be made for a period which is not a whole number of years, it shall be made (I) in the case of a Zero Coupon Note other than a
Zero Coupon Note payable in euro, on the basis of a 360-day year consisting of 12 months of 30 days each or (II) in the case of a Zero Coupon Note
payable in euro, on the basis of the actual number of days elapsed divided by 365 (or, if any of the days elapsed falls in a leap year, the sum of (x) the
number of those days falling in a leap year divided by 366 and (y) the number of those days falling in a non-leap year dividend by 365) or (in either case)
on such other calculation basis as may be specified in the applicable Final Terms.

(f) Instalments
Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. In the case of early redemption, the Early Redemption
Amount will be determined pursuant to paragraph (e) above.

(g) Partly Paid Notes

Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition 6 and the
applicable Final Terms.

(h) Purchases
The Issuer or any Subsidiary (as defined in the Trust Deed) of the Issuer may at any time purchase Notes (provided that, in the case of Bearer Notes, all
unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise.

(i) Cancellation
All Notes which are (a) redeemed or (b) purchased by or on behalf of the Issuer will forthwith be cancelled (together with all Certificates or unmatured
Receipts, Coupons and Talons attached thereto or surrendered therewith at the time of redemption) and accordingly may not be reissued or resold. Any
Notes which are purchased by or on behalf of any of the Issuer’s Subsidiaries may, at the option of the purchaser, be held or resold or surrendered to a
Paying Agent for cancellation. Cancellation of an Australian Domestic Note will be taken to have occurred upon redemption of the Note or an entry being
made in the Register that the Note has been redeemed or cancelled or transferred to the Issuer.

(j) Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to paragraph (a), (b), (c) or (d) above or
upon its becoming due and repayable as provided in Condition 9 is improperly withheld or refused, the amount due and repayable in respect of such Zero
Coupon Note shall be the amount calculated as provided in paragraph (e)(iii) above as though the references therein to the date fixed for the redemption
or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:

(i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and

(ii) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Issuing and
Principal Paying Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 13.

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 Exhibit 2.3

7 Taxation
All payments in respect of the Notes, Receipts and Coupons by the Issuer will be made without withholding or deduction for any present or future taxes,
assessments or other governmental charges (“Taxes”) of the Issuer’s jurisdiction of incorporation (the “Relevant Jurisdiction”) (or any political
subdivision or taxing authority thereof or therein), unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer will pay
such additional amounts as may be necessary in order that the net amount paid to each holder of any Note, Receipt or Coupon who, with respect to any
such Tax is not resident in the Relevant Jurisdiction, after such withholding or deduction shall be not less than the respective amount to which such
holder would have been entitled in respect of such Note, Receipt or Coupon, as the case may be, in the absence of the withholding or deduction; provided
however that the Issuer shall not be required to pay any additional amounts (i) for or on account of any such Tax imposed by the United States (or any
political subdivision or taxing authority thereof or therein) or (ii) for or on account of:

(a) any Tax which would not have been imposed but for (i) the existence of any present or former connection between a holder (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or
corporation) and the Relevant Jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including,
without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident
thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) in
the case of Notes other than Australian Domestic Notes, the presentation of such Note, Receipt or Coupon (or, in the case of Australian Domestic
Notes, a claim for payment being made after that date) (x) for payment on a date more than 30 days after the Relevant Date (as defined below) or
(y) in the Relevant Jurisdiction;

(b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

(c) any Tax which is payable otherwise than by withholding from payments of (or in respect of) principal of, or any interest on, such Note, Receipt or
Coupon;

(d) any Tax that is imposed or withheld by reason of the failure by the holder or any beneficial owner of such Note, Receipt or Coupon to comply with a
request of the Issuer given to the holder in accordance with Condition 13 (i) to provide information concerning the nationality, residence or identity
of the holder or any beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirements,
which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Jurisdiction as a
precondition to exemption from all or part of such Tax;

(e) any Tax imposed on a payment to an individual which is required to be made pursuant to European Council Directive 2003/48/EC or any law
implementing or complying with, or introduced in order to conform to, such Directive;

(f) any Tax payable with respect to a Note, Receipt or Coupon presented for payment by or on behalf of a holder who would have been able to avoid
such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the European
Union; or

(g) any combination of items (a), (b), (c), (d), (e) and (f) above,

nor shall the Issuer be required to pay any additional amounts with respect to any payment of the principal of, or any interest on, any Note, Receipt or
Coupon to any holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be
required by the laws of the Relevant Jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax
purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner which would not have been
entitled to such additional amounts had it been the holder of such Note, Receipt or Coupon.

As used herein:

“Relevant Date” means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly
received by the Issuing and Principal Paying Agent or the Trustee on or prior to such due date, it means the date on which, the full amount of such
moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13; and

“United States” means the United States of America (including the States and the District of Columbia) and its possessions (including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands).

8 Prescription
The Notes, Receipts and Coupons will become void unless presented for payment (or, in the case of Australian Domestic Notes, unless a claim for
payment is made) within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in
Condition 7) therefor (subject to the provisions of Condition 5(b)).

18
 Exhibit 2.3

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void
pursuant to this Condition or Condition 5(b) or any Talon which would be void pursuant to Condition 5(b).

9 Events of Default and Enforcement

(A) Events of Default
The Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding or
if so directed by an Extraordinary Resolution of the Noteholders shall (subject in each case to being indemnified to its satisfaction), give notice to the
Issuer that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their Early Redemption Amount as referred to
in Condition 6(e), together (if applicable) with accrued interest as provided in the Trust Deed, in any of the following events (“Events of Default”):

(a) if default is made in the payment of any principal or any interest due in respect of the Notes or any of them and the default continues for a period of
14 days in the case of a payment of principal or 21 days in the case of a payment of interest; or

(b) if the Issuer fails to perform or observe any of its other obligations under these Terms and Conditions or the Trust Deed and (except in any case
where the Trustee considers the failure to be incapable of remedy when no such continuation or notice as is hereinafter mentioned will be
required) the failure continues for the period of 30 days (or such longer period as the Trustee may permit) next following the service by the Trustee
on the Issuer of notice requiring the same to be remedied; or

(c) if any Indebtedness for Borrowed Money of the Issuer becomes due and repayable prematurely by reason of an event of default (however
described) or the Issuer fails to make any payment in respect of any Indebtedness for Borrowed Money on the due date for payment (as extended
by any originally applicable grace period) or any security given by the Issuer for any Indebtedness for Borrowed Money becomes enforceable by
reason of default in relation thereto and steps are taken to enforce such security or if default is made by the Issuer in making any payment due
under any guarantee and/or indemnity (at the expiry of any originally applicable grace period) given by it in relation to any Indebtedness for
Borrowed Money of any other person, provided that no event shall constitute an Event of Default unless the Indebtedness for Borrowed Money or
other relative liability either alone or when aggregated with other Indebtedness for Borrowed Money and/or other liabilities relative to all (if any)
other events which shall have occurred equals or exceeds (i) £50,000,000 (or its equivalent in any other currency) in relation to any such event
falling on or before 1st August, 2014 and (ii) £150,000,000 (or its equivalent in any other currency) in relation to any such event falling after
1st August, 2014; or

(d) if any order is made by any competent court or resolution passed for the winding up or dissolution of the Issuer, save for the purposes of a
reorganisation on terms approved in writing by the Trustee; or

(e) if the Issuer stops payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due, or is deemed unable to
pay its debts (within the meaning of section 123(1)(e) or (2) of the Insolvency Act 1986), or is adjudicated or found bankrupt or insolvent or shall
enter into any composition or other similar arrangements with its creditors under section 1 of the Insolvency Act 1986; or

(f) if (i) an administrative or other receiver, manager, administrator or other similar official is appointed in relation to the Issuer or, as the case may be,
in relation to the whole or a substantial part of the undertaking or assets of it, or an encumbrancer takes possession of the whole or a substantial
part of the undertaking or assets of it, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put
in force against the whole or a substantial part of the undertaking or assets of it and (ii) in any case (other than the appointment of an administrator)
is not discharged, removed or paid within 45 days;

PROVIDED, in the case of any Event of Default other than those described in paragraphs (a) and (d) above, the Trustee shall have certified in writing to the
Issuer that the Event of Default is, in its opinion, materially prejudicial to the interests of the Noteholders.

For the purposes of this Condition, “Indebtedness for Borrowed Money” means any present or future indebtedness (whether being principal, premium,
interest or other amounts) for or in respect of (i) money borrowed, (ii) liabilities under or in respect of any acceptance or acceptance credit or (iii) any
bonds, notes, debentures, debenture stock or loan stock.

(B) Enforcement
The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer as it may think fit to enforce the provisions of
the Trust Deed, the Deed Poll, the Notes, the Receipts and the Coupons, but it shall not be bound to take any such proceedings or any other action in
relation to the Trust Deed, the Deed Poll, the Notes, the Receipts or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution of
the relevant Noteholders or so requested in writing by the holders of at least one-quarter in nominal amount of the relevant Notes then outstanding, and
(ii) it shall have been indemnified to its satisfaction.

Save as otherwise provided herein, no Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer unless the
Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.

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 Exhibit 2.3

10 Replacement of Notes, Certificates, Receipts, Coupons and Talons

This Condition 10 does not apply to Australian Domestic Notes.

Should any Note, Certificate, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the
Issuing and Principal Paying Agent (in the case of Bearer Notes, Receipts, Coupons or Talons) and of the Registrar (in the case of Certificates) upon
payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the
Issuer may reasonably require. Mutilated or defaced Notes, Certificates, Receipts, Coupons or Talons must be surrendered before replacements will be
issued.

11 Agents
The names of the initial Issuing and Principal Paying Agent, the other Paying Agents, the Registrar and the Transfer Agents and their initial specified
offices are set out below or, in the case of Australian Domestic Notes, in the applicable Final Terms.

The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of the Issuing and Principal Paying Agent, any
other Paying Agent, the Registrar or any Transfer Agent and/or appoint additional or other Paying Agents or Transfer Agents or another Registrar and/or
approve any change in the specified office through which any such agent acts, provided that:

(i) there will at all times be an Issuing and Principal Paying Agent;

(ii) there will at all times be a Registrar and (except in relation to Australian Domestic Notes) a Transfer Agent in relation to Registered Notes;

(iii) so long as the Notes are listed on any stock exchange, there will at all times be a Paying Agent with a specified office in such place as may be
required by the rules and regulations of the relevant stock exchange or other relevant authority;

(iv) there will at all times be a Paying Agent with a specified office in a city approved by the Trustee outside the Relevant Jurisdiction; and

(v) save where it may from time to time be otherwise agreed with the Trustee that it is unduly onerous or not current market practice at the relevant
time to do so and save to the extent that the following requirement is not met by virtue of paragraph (iii) above and, except in the case of Australian
Domestic Notes, there will at all times be a Paying Agent with a specified office in a European Union member state that is not obliged to withhold or
deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to,
such Directive.

In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d).

Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after
not less than 30 nor more than 60 days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 13.

In acting under the Agency Agreement or an Australian Agency Agreement, the Issuing and Principal Paying Agent, the Paying Agents, the Registrar and
the Transfer Agents act solely as agents of the Issuer and, in certain limited circumstances, of the Trustee and do not assume any obligation to, or
relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders (except that sums received from or on behalf of the Issuer for the
payment of principal or interest on any Australian Domestic Notes may be held on trust for the benefit of the persons entitled thereto until such sums
shall be paid to such persons or otherwise disposed of as may be set forth in the Australian Agency Agreement). The Agency Agreement contains, and any
Australian Agency Agreement may contain, provisions permitting any entity into which any Paying Agent or Registrar or Transfer Agent is merged or
converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent, registrar or
transfer agent, as the case may be.

An approval given by the Issuing and Principal Paying Agent or the Registrar for an Australian Domestic Note for any purpose under its Australian Agency
Agreement does not constitute a recommendation or endorsement by such person of the Note but only indicates that it is considered by the Issuing and
Principal Paying Agent or the Registrars, as the case may be, to be compatible with the performance of its obligations under the Australian Agency
Agreement.

12 Exchange of Talons
On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such
Coupon sheet may be surrendered at the specified office of the Issuing and Principal Paying Agent or any other Paying Agent in exchange for a further
Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in
respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 8.

13 Notices
Notices to the holders of Registered Notes shall be mailed to them at their respective addresses in the Register and deemed to have been given on the
fourth weekday (being a day other than a Saturday or Sunday) after the date of mailing. Alternatively, notices to holders of Australian Domestic Notes may

20
 Exhibit 2.3

be given by being published in a leading daily newspaper of general circulation in Australia. It is expected that such notices will normally be published in
the Australian Financial Review. Any such notice will be deemed to have been given on the first date of such publication.

Notices to the holders of Bearer Notes will be deemed to be validly given if published in a leading English language daily newspaper of general circulation
in the United Kingdom. It is expected that such publication will be made in the Financial Times. The Issuer shall also ensure that notices are duly
published in a manner which complies with the rules and regulations of any stock exchange or any other relevant authority on which the Notes are for the
time being listed. Any such notice will be deemed to have been given on the date of the first publication.

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the
relative Note or Notes, with the Issuing and Principal Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes).
Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Bearer Notes in accordance with this
Condition.

14 Meeting of Noteholders, Modification, Authorisation, Waiver, Determination and Substitution

(a) Meetings
The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning
by Extraordinary Resolution of a modification of any of the provisions of these Terms and Conditions, the Notes, the Receipts, the Coupons or the Trust
Deed. Such a meeting may be convened by the Issuer or by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time
being outstanding. The quorum at any such meeting for passing an Extraordinary Resolution will be one or more persons holding or representing a clear
majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing
Noteholders whatever the nominal amount of the Notes so held or represented. An Extraordinary Resolution passed at any meeting of the Noteholders
shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders.

(b) Modification, Authorisation, Waiver, Determination, Substitution etc.

The Trustee may agree, without the consent of the Noteholders, the Receiptholders or the Couponholders, to any modification of, or to the waiver or
authorisation of any breach or proposed breach of, any of these Terms and Conditions or any of the provisions of the Trust Deed or the Deed Poll or
determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be
treated as such, which in any such case is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders or may agree,
without any such consent as aforesaid, to any modification which is of a formal, minor or technical nature or to correct a manifest error.

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver,
authorisation, determination or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class but shall not have regard
to any interests arising from circumstances particular to individual Noteholders, Receiptholders or Couponholders (whatever their number) and, in
particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders, Receiptholders or
Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the
jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder,
Receiptholder or Couponholder be entitled to claim, from the Issuer, the Trustee or any other person any indemnification or payment in respect of any tax
consequence of any such exercise upon individual Noteholders, Receiptholders or Couponholders except to the extent already provided for in
Condition 7 and/or any undertaking given in addition to, or in substitution for, Condition 7 pursuant to the Trust Deed.

The Trustee may, without the consent of the Noteholders, Receiptholders or Couponholders, agree with the Issuer to the substitution in place of the
Issuer (or of any previous substitute under this Condition) as principal debtor in respect of the Notes, the Receipts and the Coupons and under the Trust
Deed and (in the case of Australian Domestic Notes) the Deed Poll of either (i) a Successor in Business (as defined in the Trust Deed) to the Issuer or (ii) a
Holding Company of the Issuer or (iii) a Subsidiary of the Issuer, in each case subject to the Trustee being satisfied that the interests of the Noteholders
will not be materially prejudiced thereby provided that in determining such material prejudice the Trustee shall not take into account any prejudice to the
interests of the Noteholders as a result of such substituted company not being required pursuant to proviso (i) to Condition 7 to pay any additional
amounts for or on account of any Taxes imposed by the United States of America or any political subdivision or taxing authority thereof or therein and
certain other conditions set out in the Trust Deed being complied with.

The Trust Deed contains provisions permitting the Issuer to consolidate with or merge into any other person or convey, transfer or lease its properties and
assets substantially as an entirety to any person provided that (i) in the case of a consolidation or merger (except where the Issuer is the continuing entity)
such person agrees to be bound by the terms of the Notes, the Receipts, the Coupons, the Trust Deed and the Deed Poll as principal debtor in place of the
Issuer; (ii) in the case of a conveyance, transfer or lease, such person guarantees the obligations of the Issuer under the Notes, the Receipts, the Coupons
and the Trust Deed and (iii) certain other conditions set out in the Trust Deed are complied with.

Any such modification, waiver, authorisation, determination or substitution shall be binding on the Noteholders, the Receiptholders and the
Couponholders and, unless the Trustee otherwise agrees, any such modification or substitution shall be notified to the Noteholders in accordance
with Condition 13 as soon as practicable thereafter.

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 Exhibit 2.3

For the purposes of this Condition “Holding Company” means, in relation to a person, an entity of which that person is a Subsidiary.

N.B. The Trust Deed does not contain any provisions requiring higher quorums in any circumstances.

15 Further Issues
The Issuer shall be at liberty from time to time without the consent of the Noteholders, the Receiptholders or the Couponholders to create and issue
further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest
thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes. The Trust Deed contains provisions for
convening a single meeting of the Noteholders and the holders of notes of other Series in certain circumstances where the Trustee so decides.

16 Indemnification of the Trustee and its Contracting with the Issuer

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking
action unless indemnified to its satisfaction.

The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (i) to enter into business transactions with the Issuer and/or
any of its Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and/or any of its
Subsidiaries, (ii) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the
case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders, Receiptholders or Couponholders, and (iii) to
retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.

17 Third Party Rights

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Notes, but this does not affect any
right or remedy of any person which exists or is available apart from that Act.

18 Governing Law
The Trust Deed, the Notes (other than Australian Domestic Notes), the Receipts and the Coupons, and any non-contractual obligations arising out of or in
connection with any of them, are governed by and shall be construed in accordance with, English law. The Agency Agreement is governed by and shall be
construed in accordance with English law.

The Australian Domestic Notes, the Deed Poll and (unless otherwise specified in the applicable Final Terms) each Australian Agency Agreement will be
governed by, and construed in accordance with, the laws in force in New South Wales, Australia, save that the provisions of Condition 9 and Condition 14
shall be interpreted so as to have the same meaning they would have if governed by English law. In the case of Australian Domestic Notes, the Issuer has
irrevocably agreed for the benefit of Noteholders that the courts of New South Wales, Australia are to have non-exclusive jurisdiction to settle any
disputes which may arise out of or in connection with the Australian Domestic Notes and the Deed Poll and that accordingly any suit, action or
proceedings arising out of or in connection with the Australian Domestic Notes or the Deed Poll (together referred to as “Australian Proceedings”) may
be brought in such courts.

The Issuer has irrevocably waived any objection which it may have now or hereafter to the laying of the venue of any Australian Proceedings in any such
court and any claim that any such Australian Proceedings have been brought in an inconvenient forum and has further irrevocably agreed that a
judgment in any such Australian Proceedings brought in the courts of New South Wales shall be conclusive and binding upon it and may be enforced in
the courts of any other jurisdiction.

For so long any Australian Domestic Notes are outstanding, the Issuer will appoint an agent to accept service of process on its behalf in New South Wales
in respect of any Australian Proceedings such agent being as specified in the applicable Final Terms. In the event of such agent ceasing to act, the Issuer
will immediately appoint another agent in Sydney.

22
 Exhibit 2.3

SCHEDULE 2

PART 1

FORM OF TEMPORARY GLOBAL NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.]1

VODAFONE GROUP PLC

(the Issuer)
(incorporated with limited liability in England and Wales)

TEMPORARY GLOBAL NOTE

This Note is a Temporary Global Note in respect of a duly authorised issue of Notes of the Issuer (the Notes)
of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in the Final
Terms applicable to the Notes (the Final Terms), a copy of which is annexed hereto. References herein to
the Conditions shall be to the Terms and Conditions of the Notes as set out in the Schedule 1 to the Trust
Deed (as defined below) as supplemented, replaced and modified by the Final Terms but, in the event of any
conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms
will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in
this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and a Trust
Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed)
dated 16 July 1999 and made between the Issuer (under its then name of Vodafone AirTouch Plc) and The
Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject as hereinafter provided and subject to and in accordance with the Conditions and the
Trust Deed, promises to pay to the bearer hereof on each Instalment Date (if the Notes are repayable in
instalments) and on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by
this Global Note may become due and repayable in accordance with the Conditions and the Trust Deed, the
amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any)
on the nominal amount of the Notes from time to time represented by this Global Note calculated and
payable as provided in the Conditions and the Trust Deed together with any other sums payable under the
Conditions and the Trust Deed, upon presentation and, at maturity, surrender of this Global Note to or to the
order of the Issuing and Principal Paying Agent or any of the other Paying Agents located outside the United
States, its territories and possessions (except as provided in the Conditions) from time to time appointed by
the Issuer in respect of the Notes.

If the Final Terms indicates that this Global Note is intended to be a New Global Note, the nominal amount
of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the
records of both Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme
(Clearstream, Luxembourg and together with Euroclear, the relevant Clearing Systems). The records of
the relevant Clearing Systems (which expression in this Global Note means the records that each relevant
Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes)
shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these
purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the
bearer upon request) stating the nominal amount of Notes represented by this Global Note at any time shall
be conclusive evidence of the records of the relevant Clearing System at that time.

1
Include where the original maturity of the Notes is more than 365 days.

11398-03456 ICM:8658907.5 23
 Exhibit 2.3

If the Final Terms indicates that this Global Note is not intended to be a New Global Note, the nominal
amount of the Notes represented by this Global Note shall be the amount stated in the applicable Final Terms
or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in
Part II, III, or IV of Schedule One hereto or in Schedule Two hereto.

On any redemption of, or payment of an instalment or interest being made in respect of, or purchase and
cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that:

(a) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of
such redemption, payment or purchase and cancellation (as the case may be) shall be entered
pro rata in the records of the relevant Clearing Systems, and, upon any such entry being made, the
nominal amount of the Notes recorded in the records of the relevant Clearing Systems and
represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so
redeemed or purchased and cancelled or by the aggregate amount of such instalment so paid; or

(b) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of
such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or
on behalf of the Issuer in Schedule One hereto and the relevant space in Schedule One hereto
recording any such redemption, payment or purchase and cancellation (as the case may be) shall be
signed by or on behalf of the Issuer. Upon any such redemption, payment of an instalment or
purchase and cancellation, the nominal amount of this Global Note and the Notes represented by this
Global Note shall be reduced by the nominal amount of such Notes so redeemed or purchased and
cancelled or the amount of such instalment so paid.

Payments due in respect of Notes for the time being represented by this Global Note shall be made to the
bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect
thereof. Any failure to make entries referred to above shall not affect such discharge.

Payments of principal and interest (if any) due prior to the Exchange Date (as defined below) will only be
made to the bearer hereof to the extent that there is presented to the Agent by Clearstream, Luxembourg or
Euroclear a certificate to the effect that it has received from or in respect of a person entitled to a beneficial
interest in a particular nominal amount of the Notes represented by this Global Note (as shown by its
records) a certificate of non-US beneficial ownership in the form required by it. The bearer of this Global
Note will not (unless upon due presentation of this Global Note for exchange, delivery of the appropriate
number of Definitive Bearer Notes (together, if applicable, with the Receipts, Coupons and Talons
appertaining thereto in or substantially in the forms set out in Parts 5, 6, 7 and 8 of Schedule 2 to the Trust
Deed) or, as the case may be, issue and delivery (or, as the case may be, endorsement) of the Permanent
Global Note is improperly withheld or refused and such withholding or refusal is continuing at the relevant
payment date) be entitled to receive any payment hereon due on or after the Exchange Date.

If this Temporary Global Note is an Exchangeable Bearer Note then, subject to Condition 2(f), this
Temporary Global Note may be exchanged in whole or from time to time in part for one or more Registered
Notes in accordance with the Conditions on or after the Issue Date but before its Exchange Date referred to
below by its presentation to any Transfer Agent at its specified office. On or after the Exchange Date, the
outstanding nominal amount of this Temporary Global Note may be exchanged for Definitive Bearer Notes
and Registered Notes in accordance with the next paragraph.

On or after the date (the Exchange Date) which is the 40th day after the Issue Date, this Global Note may be
exchanged (free of charge) in whole or in part for, as specified in the Final Terms, either (a) Definitive
Bearer Notes and (if applicable) Receipts, Coupons and/or Talons (on the basis that all the appropriate details
have been included on the face of such Definitive Bearer Notes and (if applicable) Receipts, Coupons and/or
Talons and the relevant information supplementing, replacing or modifying the Conditions appearing in the
Final Terms has been endorsed on or attached to such Definitive Bearer Notes) or (b) either (if the Final
Terms indicates that this Global Note is intended to be a New Global Note) interests recorded in the records

11398-03456 ICM:8658907.5 24
 Exhibit 2.3

of the relevant Clearing Systems in a Permanent Global Note or (if the Final Terms indicates that this Global
Note is not intended to be a New Global Note) a Permanent Global Note which, in either case, is in or
substantially in the form set out in Part 2 of the Schedule 2 to the Trust Deed (together with the Final Terms
attached thereto) or (if this Global Note is an Exchangeable Bearer Note) for Registered Notes upon notice
being given by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any holder of an
interest in this Global Note and subject, in the case of Definitive Bearer Notes, to such notice period as is
specified in the Final Terms.

If Definitive Bearer Notes and (if applicable) Receipts, Coupons and/or Talons have already been issued in
exchange for all the Notes represented for the time being by the Permanent Global Note, then this Global
Note may only thereafter be exchanged for Definitive Bearer Notes and (if applicable) Receipts, Coupons
and/or Talons pursuant to the terms hereof. This Global Note may be exchanged by the bearer hereof on any
day (other than a Saturday or Sunday) on which banks are open for general business in London.

The Issuer shall procure that Definitive Bearer Notes or (as the case may be) the Permanent Global Note
shall be issued and delivered and (in the case of the Permanent Global Note where the Final Terms indicates
that this Global Note is intended to be a New Global Note) interests in the Permanent Global Note shall be
recorded in the records of the relevant Clearing Systems in exchange for only that portion of this Global
Note in respect of which there shall have been presented to the Principal Paying Agent by Euroclear or
Clearstream, Luxembourg a certificate to the effect that it has received from or in respect of a person entitled
to a beneficial interest in a particular nominal amount of the Notes represented by this Global Note (as
shown by its records) a certificate of non-US beneficial ownership in the form required by it.

On an exchange of the whole of this Global Note, this Global Note shall be surrendered to or to the order of
the Principal Paying Agent. The Issuer shall procure that:

(a) if the Final Terms indicates that this Global Note is intended to be a New Global Note, on an
exchange of the whole or part only of this Global Note, details of such exchange shall be entered
pro rata in the records of the relevant Clearing Systems such that the nominal amount of Notes
represented by this Global Note shall be reduced by the nominal amount of this Global Note so
exchanged; or

(b) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, on an
exchange of part only of this Global Note details of such exchange shall be entered by or on behalf
of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto recording such
exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this Global
Note and the Notes represented by this Global Note shall be reduced by the nominal amount of this
Global Note so exchanged. On any exchange of this Global Note for a Permanent Global Note,
details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two to the
Permanent Global Note and the relevant space in Schedule Two thereto recording such exchange
shall be signed by or on behalf of the Issuer.

Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall in all respects be
entitled to the same benefits as if he were the bearer of Definitive Bearer Notes and the relative Receipts,
Coupons and/or Talons (if any) in the form(s) set out in Part 5, Part 6, Part 7 and Part 8 (as applicable) of the
Schedule 2 to the Trust Deed.

The holder of this Global Note shall be treated at any meeting of the Noteholders as having one vote in
respect of each Definitive Bearer Note for which this Global Note would be exchangeable.

In considering the interests of Noteholders while this Global Note is held on behalf of a clearing system, the
Trustee may have regard to any information provided to it by such clearing system or its operator as to the
identity (either individually or by category) of its accountholders with entitlements to this Global Note and
may consider such interests as if such accountholders were the holder of this Global Note.

11398-03456 ICM:8658907.5 25
 Exhibit 2.3

This Global Note does not confer on a third party any right under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of this Global Note, but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.

This Global Note, and any non-contractual obligations arising out of or in connection with it, are governed
by, and shall be construed in accordance with, English law.

This Global Note shall not be valid unless authenticated by HSBC Bank plc as Issuing and Principal Paying
Agent and, if the Final Terms indicates that this Global Note is intended to be held in a manner which would
allow Eurosystem eligibility, effectuated by the entity appointed as common safekeeper by the relevant
Clearing Systems.

11398-03456 ICM:8658907.5 26
 Exhibit 2.3

IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by a
person duly authorised on its behalf.

Issued as of ...........................................

VODAFONE GROUP PLC

By: .......................................................
Duly Authorised

Authenticated by
HSBC Bank plc
as Issuing and Principal Paying Agent.

By: .......................................................
Authorised Officer
2
Effectuated without recourse,
warranty or liability by

.................................................
as common safekeeper

By: ...........................................

2
This should only be completed where the Final Terms indicates that this Global Note is intended to be held in a manner which would allow
Eurosytem eligibility.

11398-03456 ICM:8658907.5 27
 Exhibit 2.3

Schedule One*

PART I

INTEREST PAYMENTS

Confirmation of
Interest Payment Total amount of Amount of interest payment by or on
Date made Date interest payable paid behalf of the Issuer

* Schedule One should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

11398-03456 ICM:8658907.5 28
 Exhibit 2.3

PART II

PAYMENT OF INSTALMENT AMOUNTS

Remaining nominal
amount of this
Total amount of Amount of Global Note Confirmation of
Instalment Instalment following such payment by or on
Date made Amounts payable Amounts paid payment * behalf of the Issuer

* See most recent entry in Part II, III or IV of Schedule Two in order to determine this amount.

11398-03456 ICM:8658907.5 29
 Exhibit 2.3

PART III

REDEMPTIONS

Remaining nominal
amount of this Confirmation of
Global Note redemption by or
Total amount of Amount of following such on behalf of the
Date made principal payable principal paid redemption* Issuer

* See most recent entry in Part II, III or IV of Schedule Two in order to determine this amount.

11398-03456 ICM:8658907.5 30
 Exhibit 2.3

PART IV

PURCHASES AND CANCELLATIONS

Remaining nominal
amount of this Global Confirmation of
Part of nominal amount Note following such purchase and
of this Global Note purchase and cancellation by or on
Date made purchased and cancelled cancellation* behalf of the Issuer

* See most recent entry in Part II, III or IV of Schedule Two in order to determine this amount.

11398-03456 ICM:8658907.5 31
 Exhibit 2.3

Schedule Two*

EXCHANGES
FOR DEFINITIVE BEARER NOTES, REGISTERED NOTES OR PERMANENT GLOBAL NOTE

The following exchanges of a part of this Global Note for Definitive Bearer Notes or Registered Notes or a
part of a Permanent Global Note have been made:

Nominal amount of this

Global Note exchanged
for Definitive Bearer
Notes, Registered Notes Remaining nominal
or a part of a Permanent amount of this Global
Global Note (stating Note following such Notation made by or on
Date made which) exchange* behalf of the Issuer

* Schedule Two should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.
* See most recent entry in Part II, III or IV of Schedule One or in this Schedule Two in order to determine this amount.

11398-03456 ICM:8658907.5 32
 Exhibit 2.3

ANNEX

[attach Final Terms that relate to this Global Note]

11398-03456 ICM:8658907.5 33
 Exhibit 2.3

PART 2

FORM OF PERMANENT GLOBAL NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.]3

VODAFONE GROUP PLC

(the Issuer)
(incorporated with limited liability in England and Wales)

PERMANENT GLOBAL NOTE

This Note is a Permanent Global Note in respect of a duly authorised issue of Notes of the Issuer (the Notes)
of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in the Final
Terms applicable to the Notes (the Final Terms), a copy of which is annexed hereto. References herein to
the Conditions shall be to the Terms and Conditions of the Notes as set out in the Schedule 1 to the Trust
Deed (as defined below) as supplemented, replaced and modified by the Final Terms but, in the event of any
conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms
will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in
this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and a Trust
Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed)
dated 16 July 1999 and made between the Issuer (under its then name of Vodafone AirTouch Plc) and The
Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the
bearer hereof on each Instalment Date (if the Notes are repayable in instalments) and on the Maturity Date
and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and
repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in
respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from
time to time represented by this Global Note calculated and payable as provided in the Conditions and the
Trust Deed together with any other sums payable under the Conditions and the Trust Deed, upon
presentation and, at maturity, surrender of this Global Note at the specified office of the Issuing and Principal
Paying Agent at 8 Canada Square, London EC2V 7EX, England or such other specified office as may be
specified for this purpose in accordance with the Conditions or at the specified office of any of the other
Paying Agents located outside the United States, its territories and possessions (except as provided in the
Conditions) from time to time appointed by the Issuer in respect of the Notes.

If the Final Terms indicates that this Global Note is intended to be a New Global Note, the nominal amount
of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the
records of both Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme
(Clearstream, Luxembourg and together with Euroclear, the relevant Clearing Systems). The records of
the relevant Clearing Systems (which expression in this Global Note means the records that each relevant
Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes)
shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these
purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the
bearer upon request) stating the nominal amount of Notes represented by this Global Note at any time shall
be conclusive evidence of the records of the relevant Clearing System at that time.

3
Include where the original maturity of the Notes is more than 365 days.

11398-03456 ICM:8658907.5 34
 Exhibit 2.3

If the Final Terms indicates that this Global Note is not intended to be a New Global Note, the nominal
amount of the Notes represented by this Global Note shall be the amount stated in the applicable Final Terms
or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in
Part II, Part III, or Part IV of Schedule One hereto or in Schedule Two hereto.

On any redemption of, or payment of an instalment or interest being made in respect of, or purchase and
cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that:

(a) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of
such redemption, payment or purchase and cancellation (as the case may be) shall be entered pro
rata in the records of the relevant Clearing Systems and, upon any such entry being made, the
nominal amount of the Notes recorded in the records of the relevant Clearing Systems and
represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so
redeemed or purchased and cancelled or by the aggregate amount of such instalment so paid; or

(b) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of
such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or
on behalf of the Issuer in Schedule One hereto and the relevant space in Schedule One hereto
recording any such redemption, payment or purchase and cancellation (as the case may be) shall be
signed by or on behalf of the Issuer. Upon any such redemption, payment of an instalment or
purchase and cancellation, the nominal amount of this Global Note and the Notes represented by this
Global Note shall be reduced by the nominal amount of such Notes so redeemed or purchased and
cancelled or the amount of such instalment so paid.

Payments due in respect of Notes for the time being represented by this Global Note shall be made to the
bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect
thereof and any failure to make entries referred to above shall not affect such discharge.

If the Notes represented by this Global Note were, on issue, represented by a Temporary Global Note then on
any exchange of such Temporary Global Note for this Global Note or any part hereof, the Issuer shall
procure that:

(a) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of
such exchange shall be entered in the records of the relevant Clearing Systems such that the nominal
amount of Notes represented by this Global Note shall be increased by the nominal amount of the
Temporary Global Note so exchanged; or

(b) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of
such exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant
space in Schedule Two hereto recording such exchange shall be signed by or on behalf of the Issuer,
whereupon the nominal amount of this Global Note and the Notes represented by this Global Note
shall be increased by the nominal amount of the Temporary Global Note so exchanged.

This Global Note may be exchanged (free of charge) in whole, but, except as provided below, not in part, for
Definitive Bearer Notes and (if applicable) Receipts, Coupons and/or Talons in or substantially in the forms
set out in Part 5, Part 6, Part 7 and Part 8 of the Schedule 2 to the Trust Deed (on the basis that all the
appropriate details have been included on the face of such Definitive Bearer Notes and (if applicable)
Receipts, Coupons and/or Talons and the relevant information supplementing, replacing or modifying the
Conditions appearing in the Final Terms has been endorsed on or attached to such Definitive Bearer Notes)
or (if this Global Note is an Exchangeable Bearer Note) Registered Notes represented by the Certificates
described in the Trust Deed:

11398-03456 ICM:8658907.5 35
 Exhibit 2.3

(a) if specified in the applicable Final Terms, upon not less than 60 days' written notice being given to
the Issuing and Principal Paying Agent by Euroclear and/or Clearstream, Luxembourg (acting on the
instructions of any holder of an interest in this Global Note); or

(b) if specified in the applicable Final Terms, only upon the occurrence of an Exchange Event; or

(c) if this Global Note is an Exchangeable Bearer Note then, subject to Condition 2(f), by the holder
hereof giving notice to the Issuing and Principal Paying Agent of its election to exchange the whole
or a part of this Global Note for Registered Notes.

An Exchange Event means (unless otherwise specified in the applicable Final Terms):

(i) an Event of Default has occurred and is continuing;

(ii) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been
closed for business for a continuous period of 14 days (other than by reason of holiday,
statutory or otherwise) or have announced an intention permanently to cease business or
have in fact done so and no alternative clearing system satisfactory to the Trustee is
available; or

(iii) the Issuer has or will become obliged to pay additional amounts as provided for or referred
to in Condition 7 which would not be required were the Bearer Notes in definitive form.

Upon the occurrence of an Exchange Event:

(A) the Issuer will promptly give notice to Noteholders in accordance with Condition 13 of the
occurrence of such Exchange Event; and

(B) Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an
interest in this Global Note) or the Trustee may give notice to the Issuing and Principal
Paying Agent requesting exchange and, in the event of the occurrence of an Exchange Event
as described in (iii) above, the Issuer may also give notice to the Issuing and Principal
Paying Agent requesting exchange.

This Global Note is exchangeable in part only if this Global Note is an Exchangeable Bearer Note and the
part thereof submitted for exchange is to be exchanged for Registered Notes.

Any such exchange shall occur on a date specified in the notice not later than 60 days (or, in the case of an
exchange for Registered Notes, 5 days) after the date of receipt of the first relevant notice by the Issuing and
Principal Paying Agent.

The first notice requesting exchange in accordance with the above provisions shall give rise to the issue of
Definitive Bearer Notes for the total nominal amount of Notes represented by this Global Note.

Any such exchange as aforesaid will be made upon presentation of this Global Note by the bearer hereof on
any day (other than a Saturday or Sunday) on which banks are open for business in London at the office of
the Issuing and Principal Paying Agent specified above.

The aggregate nominal amount of Definitive Bearer Notes or Registered Notes issued upon an exchange of
this Global Note will be equal to the aggregate nominal amount of this Global Note submitted for exchange.
Upon exchange in full of this Global Note, the Issuing and Principal Paying Agent shall cancel it or procure
that it is cancelled.

11398-03456 ICM:8658907.5 36
 Exhibit 2.3

Certificates issued upon exchange for Registered Notes shall not be Global Certificates unless the holder so
requests and certifies to the Issuing and Principal Paying Agent that it is, or is acting as, a nominee for
Clearstream, Luxembourg or Euroclear.

Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall in all respects be
entitled to the same benefits as if he were the bearer of Definitive Bearer Notes and the relative Receipts,
Coupons and/or Talons (if any) in the form(s) set out in Part 5, Part 6, Part 7 and Part 8 (as applicable) of the
Schedule 2 to the Trust Deed.

The holder of this Global Note shall be treated at any meeting of the Noteholders as having one vote in
respect of each Definitive Bearer Note for which this Global Note would be exchangeable.

In considering the interests of Noteholders while this Global Note is held on behalf of a clearing system, the
Trustee may have regard to any information provided to it by such clearing system or its operator as to the
identity (either individually or by category) of its accountholders with entitlements to this Global Note and
may consider such interests as if such accountholders were the holder of this Global Note.

This Global Note does not confer on a third party any right under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of this Global Note, but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.

This Global Note, and any non-contractual obligations arising out of or in connection with it, are governed
by, and shall be construed in accordance with, English law.

This Global Note shall not be valid unless authenticated by HSBC Bank plc as Issuing and Principal Paying
Agent and, if the Final Terms indicates that this Global Note is intended to be held in a manner which would
allow Eurosystem eligibility, effectuated by the entity appointed as common safekeeper by the relevant
Clearing Systems.

11398-03456 ICM:8658907.5 37
 Exhibit 2.3

IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by a
person duly authorised on its behalf.

Issued as of ...........................................

VODAFONE GROUP PLC

By: .......................................................
Duly Authorised

Authenticated by
HSBC Bank plc
as Issuing and Principal Paying Agent.

By: .....................................................
Authorised Officer
4
Effectuated without recourse,
warranty or liability by

.................................................
as common safekeeper

By: ...........................................

4
This should only be completed where the Final Terms indicates that this Global Note is intended to be held in a manner which would allow
Eurosytem eligibility.

11398-03456 ICM:8658907.5 38
 Exhibit 2.3

Schedule One*

PART I

INTEREST PAYMENTS

Confirmation of
Interest Payment Total amount of Amount of interest payment by or on
Date made Date interest payable paid behalf of the Issuer

* Schedule One should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

11398-03456 ICM:8658907.5 39
 Exhibit 2.3

PART II

PAYMENT OF INSTALMENT AMOUNTS

Remaining nominal
amount of this
Total amount of Amount of Global Note Confirmation of
Instalment Instalment following such payment by or on
Date made Amounts payable Amounts paid payment * behalf of the Issuer

* See most recent entry in Part II, III or IV of Schedule Two in order to determine this amount.

11398-03456 ICM:8658907.5 40
 Exhibit 2.3

PART III

REDEMPTION

Remaining nominal
amount of this Confirmation of
Global Note redemption by or
Total amount of Amount of following such on behalf of the
Date made principal payable principal paid redemption* Issuer

* See most recent entry in Part II, III or IV of Schedule Two in order to determine this amount.

11398-03456 ICM:8658907.5 41
 Exhibit 2.3

PART IV

PURCHASES AND CANCELLATIONS

Remaining nominal
amount of this Global Confirmation of
Part of nominal amount Note following such purchase and
of this Global Note purchase and cancellation by or on
Date made purchased and cancelled cancellation* behalf of the Issuer

* See most recent entry in Part II, III or IV of Schedule Two in order to determine this amount.

11398-03456 ICM:8658907.5 42
 Exhibit 2.3

Schedule Two*

EXCHANGES

The following exchanges of a part of this the Temporary Global Note for a part of this Global Note or a part
of this Global Note for Registered Notes have been made:

Nominal amount of
Temporary Global Note
exchanged for this
Global Note or of this
Global Note exchanged
Date made for Registered Notes
Increased/decreased
nominal amount of this
Global Note following Notation made by or on
such exchange* behalf of the Issuer

* See most recent entry in Part II, III or IV of Schedule One or in this Schedule Two in order to determine this amount.
* Schedule Two should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

11398-03456 ICM:8658907.5 43
 Exhibit 2.3

ANNEX

[attach the Final Terms that relate to this Global Note]

11398-03456 ICM:8658907.5 44
 Exhibit 2.3

PART 3

FORM OF REGULATION S GLOBAL CERTIFICATE

THE NOTES REPRESENTED BY THIS REGULATION S GLOBAL CERTIFICATE HAVE NOT

BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE
UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT.

VODAFONE GROUP PLC

(the Issuer)
(incorporated with limited liability in England and Wales)

REGULATION S GLOBAL CERTIFICATE

Registered Holder:

Address of Registered Holder:

Nominal amount of Notes

represented by this Regulation S Global
Certificate:

This Regulation S Global Certificate is issued in respect of a duly authorised issue of Notes of the Issuer (the
Notes) of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in
the Final Terms applicable to the Notes (the Final Terms), a copy of which is annexed hereto. This
Regulation S Global Certificate certifies that the Registered Holder (as defined above) is registered as the
holder of such nominal amount of the Notes at the date hereof.

Interpretation and Definitions

References in this Regulation S Global Certificate to the Conditions are to the Terms and Conditions of the
Notes as set out in the Schedule 1 to the Trust Deed (as defined below) as supplemented, replaced and
modified by the Final Terms but, in the event of any conflict between the provisions of the Conditions and
the information in the Final Term; the Final Terms will prevail. Words and expressions defined in the
Conditions shall bear the same meanings when used in this Regulation S Global Certificate. This Regulation
S Global Certificate is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust
Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 16 July 1999
and made between the Issuer (under its then name of Vodafone AirTouch Plc) and The Law Debenture Trust
Corporation p.l.c as Trustee for the holders of the Notes.

Promise to Pay

The Issuer, subject as hereinafter provided and subject to and in accordance with the Conditions and the
Trust Deed, promises to pay to the holder of the Notes represented by this Regulation S Global Certificate on
each Instalment Date (if the Notes are repayable in instalments) and on the Maturity Date and/or on such
earlier date(s) as all or any of the Notes represented by this Regulation S Global Certificate may become due
and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the
Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of
the Notes from time to time represented by this Regulation S Global Certificate calculated and payable as

11398-03456 ICM:8658907.5 45
 Exhibit 2.3

provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions
and the Trust Deed.

For the purposes of this Regulation S Global Certificate, (a) the Issuer certifies that the Registered Holder is,
at the date hereof, entered in the Register as the holder of the Notes represented by this Regulation S Global
Certificate, (b) this Regulation S Global Certificate is evidence of entitlement only, (c) title to the Notes
represented by this Regulation S Global Certificate passes only on due registration on the Register, (d) only
the holder of the Notes, (in the case of payments of interest and Instalment Amounts (other than the Final
Instalment)), as at the Record Date, represented by this Regulation S Global Certificate is entitled to
payments in respect of the Notes represented by this Regulation S Global Certificate, and (e) the nominal
amount of Notes represented by this Regulation S Global Certificate from time to time shall be that amount
shown in the Register as being registered in the name of the Registered Holder hereof at such time.

Transfer of Notes represented by Regulation S Global Certificates

If the Final Terms state that the Notes are to be represented by a Regulation S Global Certificate on issue,
transfers of the holding of Notes represented by this Regulation S Global Certificate pursuant to Condition
2(b) may only be made in part:

(a) if the Notes represented by this Regulation S Global Certificate are held on behalf of Euroclear or
Clearstream, Luxembourg or any other clearing system (an Alternative Clearing System) and any
such clearing system is closed for business for a continuous period of 14 days (other than by reason
of holiday, statutory or otherwise) or announces an intention permanently to cease business or does
in fact do so and no alternative clearing system satisfactory to the Trustee is available; or

(b) an Event of Default has occurred and is continuing; or

(c) with the consent of the Issuer,

provided that, in the case of the first transfer of part of a holding pursuant to (a) or (b) above, the holder of
the Notes represented by this Regulation S Global Certificate has given the Registrar not less than 30 days'
notice at its specified office of such holder's intention to effect such transfer. Where the holding of Notes
represented by this Regulation S Global Certificate is only transferable in its entirety, the Certificate issued
to the transferee upon transfer of such holding shall be a Regulation S Global Certificate. Where transfers
are permitted in part, Certificates issued to transferees shall not be Regulation S Global Certificates unless
the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee for, Clearstream,
Luxembourg, Euroclear and/or an Alternative Clearing System.

Interests in a Regulation S Global Certificate will be exchangeable, free of charge to the holder, for definitive
Regulation S Certificates only upon the occurrence of an Exchange Event. An Exchange Event means
(unless otherwise specified in the applicable Final Terms) that:

(i) an Event of Default has occurred and is continuing; or

(ii) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been
closed for business for a continuous period of 14 days (other than by reason of holiday,
statutory or otherwise) or have announced an intention permanently to cease business or
have in fact done so and, in any such case, no successor clearing system is available; or

(iii) the Issuer has or will become subject to adverse tax consequences which would not be
suffered were the Notes represented by definitive Regulation S Certificates.

Upon the occurrence of an Exchange Event:

11398-03456 ICM:8658907.5 46
 Exhibit 2.3

(A) the Issuer will promptly give notice to Noteholders in accordance with Condition 13; and

(B) Euroclear and Clearstream, Luxembourg (acting on the instructions of any holder of an
interest in such Regulation S Global Certificate) may give notice to the Registrar requesting
exchange and, in the event of an Exchange Event as described in (iii) above, the Issuer many
also give notice to the Registrar requesting exchange.

Any such exchange shall occur not later than 10 days after the date of receipt of the first relevant notice by
the Registrar.

Meetings

At any meeting of Noteholders, the holder of the Notes represented by this Regulation S Global Certificate
shall be treated as having one vote in respect of each nominal amount of Notes equal to the minimum
Specified Denomination of the Notes.

This Regulation S Global Certificate shall not become valid for any purpose until authenticated by or on
behalf of the Registrar.

This Regulation S Global Certificate, and any non-contractual obligations arising out of or in connection
with it, shall be governed by and construed in accordance with English law.

IN WITNESS whereof the Issuer has caused this Regulation S Global Certificate to be signed manually or
in facsimile by a person duly authorised on its behalf.

Dated as of the Issue Date.

VODAFONE GROUP PLC

By:

..............................................................
Duly Authorised

Authenticated
by HSBC Bank USA, National Association as Registrar

By:

..............................................................
Authorised Officer

11398-03456 ICM:8658907.5 47
 Exhibit 2.3

Form of Transfer

For value received the undersigned transfers to

...................................................................................................

...................................................................................................

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[l] nominal amount of the Notes represented by this Regulation S Global Certificate, and all rights under
them.

Dated ...................................................

Signed ................................................ Certifying Signature

Notes:

(a) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen
signatures supplied by the holder of the Notes represented by this Regulation S Global Certificate or
(if such signature corresponds with the name as it appears on the face of this Regulation S Global
Certificate) be certified by a notary public or a recognised bank or be supported by such other
evidence as a Transfer Agent or the Registrar may reasonably require.

(b) A representative of the Noteholder should state the capacity in which he signs e.g. executor.

11398-03456 ICM:8658907.5 48
 Exhibit 2.3

ANNEX

[attach Final Terms that relate to this Global Certificate]

11398-03456 ICM:8658907.5 49
 Exhibit 2.3

PART 4

FORM OF DTC RESTRICTED GLOBAL CERTIFICATE

THE NOTES REPRESENTED BY THIS DTC RESTRICTED GLOBAL CERTIFICATE HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT) OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE
WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY
PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (2)
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) , IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE
AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
FOR RESALES OF THE NOTES REPRESENTED BY THIS DTC RESTRICTED CERTIFICATE.

Unless this DTC Restricted Global Certificate is presented by an authorised representative of The Depository
Trust Company, a New York corporation (DTC) to the Issuer or its agent for registration of transfer,
exchange or payment, and any definitive Note issued is registered in the name of Cede & Co. or such other
name as is requested by an authorised representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorised representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as
much as the registered owner hereof, Cede & Co., has an interest herein.

VODAFONE GROUP PLC

(the Issuer)
(incorporated with limited liability in England and Wales)

DTC RESTRICTED GLOBAL CERTIFICATE

Registered Holder:

Address of Registered Holder:

Nominal amount of Notes

represented by this DTC Restricted Global
Certificate:

This DTC Restricted Global Certificate is issued in respect of a duly authorised issue of Notes of the Issuer
(the Notes) of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified
in the Final Terms applicable to the Notes (the Final Terms), a copy of which is annexed hereto. This DTC
Restricted Global Certificate certifies that the Registered Holder (as defined above) is registered as the
holder of such nominal amount of the Notes at the date hereof.

Interpretation and Definitions

References in this DTC Restricted Global Certificate to the Conditions are to the Terms and Conditions or
the Notes as set out in the Schedule 1 to the Trust Deed (as defined below) as supplemented, replaced and

11398-03456 ICM:8658907.5 50
 Exhibit 2.3

modified by the Final Terms but, in the event of any conflict between the provisions of the Conditions and
the information in the Final Terms, the Final Terms will prevail. Words and expressions defined in the
Conditions shall bear the same meanings when used in this DTC Restricted Global Certificate. This DTC
Restricted Global Certificate is issued subject to, and with the benefit of, the Conditions and a Trust Deed
(such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated
16 July 1999 and made between the Issuer (under its then name of Vodafone AirTouch Plc) and The Law
Debenture Trust Corporation p.l.c as Trustee for the holders of the Notes.

Promise to Pay

The Issuer, subject as hereinafter provided and subject to and in accordance with the Conditions and the
Trust Deed, promises to pay to the holder of the Notes represented by this DTC Restricted Global Certificate
on each Instalment Date (if the Notes are repayable in instalments) and on the Maturity Date and/or on such
earlier date(s) as all or any of the Notes represented by this DTC Restricted Global Certificate may become
due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the
Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of
the Notes from time to time represented by this DTC Restricted Global Certificate calculated and payable as
provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions
and the Trust Deed.

For the purposes of this DTC Restricted Global Certificate, (a) the Issuer certifies that the Registered Holder
is, at the date hereof, entered in the Register as the holder of the Notes represented by this DTC Restricted
Global Certificate, (b) this DTC Restricted Global Certificate is evidence of entitlement only, (c) title to the
Notes represented by this DTC Restricted Global Certificate passes only on due registration on the Register,
(d) only the holder of the Notes, (in the case of payments of interest and Instalment Amounts (other than the
Final Instalment)) as at the Record Date, represented by this DTC Restricted Global Certificate is entitled to
payments in respect of the Notes represented by this DTC Restricted Global Certificate, and (e) the nominal
amount of Notes represented by this DTC Restricted Global Certificate from time to time shall be that
amount shown in the Register as being registered in the name of the Registered Holder hereof at such time.

Transfer of Notes represented by DTC Restricted Global Certificates

If the Final Terms state that the Notes are to be represented by a DTC Restricted Global Certificate on issue,
transfers of the holding of Notes represented by this DTC Restricted Global Certificate pursuant to Condition
2(b) may only be made in part:

(a) if the Notes represented by this DTC Restricted Global Certificate are held on behalf of DTC or any
other clearing system (an Alternative Clearing System) and any such clearing system is closed for
business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise)
or announces an intention permanently to cease business or does in fact do so and no alternative
clearing system satisfactory to the Trustee is available; or

(b) an Event of Default has occurred and is continuing; or

(c) with the consent of the Issuer

provided that, in the case of the first transfer of part of a holding pursuant to (a) or (b) above, the holder of
the Notes represented by this DTC Restricted Global Certificate has given the Registrar not less than 30 days'
notice at its specified office of such holder's intention to effect such transfer. Where the holding of Notes
represented by this DTC Restricted Global Certificate is only transferable in its entirety, the Certificate
issued to the transferee upon transfer of such holding shall be a DTC Restricted Global Certificate. Where
transfers are permitted in part, Certificates issued to transferees shall not be DTC Restricted Global
Certificates unless the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee
for, DTC and/or an Alternative Clearing System.

11398-03456 ICM:8658907.5 51
 Exhibit 2.3

Interests in a DTC Restricted Global Certificate will be exchangeable, free of charge to the holder, for
definitive DTC Restricted Certificates only upon the occurrence of an Exchange Event. An Exchange Event
means (unless otherwise specified in the applicable Final Terms) that:

(i) an Event of Default has occurred and is continuing; or

(ii) either DTC has notified the Issuer that it is unwilling or unable to continue to act as
depositary for the Notes and no alternative clearing system is available or DTC has ceased to
constitute a clearing agency registered under the Exchange Act; or

(iii) the Issuer has or will become subject to adverse tax consequences which would not be
suffered were the Notes represented by definitive DTC Restricted Certificates.

Upon the occurrence of an Exchange Event:

(A) the Issuer will promptly give notice to Noteholders in accordance with Condition 13; and

(B) DTC (acting on the instructions of any holder of an interest in such DTC Restricted Global
Certificate) may give notice to the Registrar requesting exchange and, in the event of an
Exchange Event as described in (iii) above, the Issuer many also give notice to the Registrar
requesting exchange.

Any such exchange shall occur not later than 10 days after the date of receipt of the first relevant notice by
the Registrar.

Covenants

The statements set forth in the legend above are an integral part of the Notes in respect of which this DTC
Restricted Global Certificate representing DTC Restricted Registered Notes is issued and by acceptance
hereof each holder of such Notes agrees to be subject to and bound by the terms and provisions set forth in
such legend.

Meetings

At any meeting of Noteholders, the holder of the Notes represented by this DTC Restricted Global
Certificate shall be treated as having one vote in respect of each nominal amount of Notes equal to the
minimum Specified Denomination of the Notes.

This DTC Restricted Global Certificate shall not become valid for any purpose until authenticated by or on
behalf of the Registrar.

This DTC Restricted Global Certificate, and any non-contractual obligations arising out of or in connection
with it, shall be governed by and construed in accordance with English law.

IN WITNESS whereof the Issuer has caused this DTC Restricted Global Certificate to be signed manually
or in facsimile by a person duly authorised on its behalf.

Dated as of the Issue Date.

VODAFONE GROUP PLC

By:

..............................................................
Duly Authorised

11398-03456 ICM:8658907.5 52
 Exhibit 2.3

Authenticated
by HSBC Bank USA, National Association as Registrar

By:

..............................................................
Authorised Officer

11398-03456 ICM:8658907.5 53
 Exhibit 2.3

Form of Transfer

For value received the undersigned transfers to

...................................................................................................

...................................................................................................

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[l] nominal amount of the Notes represented by this DTC Restricted Global Certificate, and all rights under
them.

Dated ...................................................

Signed ................................................. Certifying Signature

Notes:

(a) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen
signatures supplied by the holder of the Notes represented by this DTC Restricted Global Certificate
or (if such signature corresponds with the name as it appears on the face of this DTC Restricted
Global Certificate) be certified by a notary public or a recognised bank or be supported by such other
evidence as a Transfer Agent or the Registrar may reasonably require.

(b) A representative of the Noteholder should state the capacity in which he signs e.g. executor.

11398-03456 ICM:8658907.5 54
 Exhibit 2.3

ANNEX

[attach Final Terms that relate to this Global Certificate]

11398-03456 ICM:8658907.5 55
 Exhibit 2.3

PART 5

FORM OF REGULATION S CERTIFICATE

On the front:

THE NOTES REPRESENTED BY THIS REGULATION S GLOBAL CERTIFICATE HAVE NOT

BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE
UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT.

VODAFONE GROUP PLC

(the Issuer)
(incorporated with limited liability in England and Wales)

[Specified Currency and Nominal Amount of Tranche]

NOTES DUE
[Year of Maturity]

This Regulation S Certificate certifies that [l] (the Registered Holder) is, as at the date hereof, registered as
the holder of [nominal amount] of the Notes referred to above (the Notes) of the Issuer. References herein to
the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in the Schedule 1 to the Trust
Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein]
as supplemented, replaced and modified by the relevant information (appearing in the Final Terms (the Final
Terms)) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and
such information in the Final Terms, such information will prevail. Words and expressions defined in the
Conditions shall bear the same meanings when used in this Certificate. This Certificate is issued subject to,
and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented
and/or restated from time to time, the Trust Deed) dated 16 July 1999 and made between the Issuer (under
its then name of Vodafone AirTouch Plc) and The Law Debenture Trust Corporation p.l.c. as trustee for the
holders of the Notes.

The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the
Registered Holder hereof on [each Instalment Date and] the Maturity Date or on such earlier date as the
Notes represented by this Certificate may become due and repayable in accordance with the Conditions and
the Trust Deed, the amount payable on redemption of such Notes and to pay interest (if any) on the nominal
amount of such Notes calculated and payable as provided in the Conditions and the Trust Deed together with
any other sums payable under the Conditions and the Trust Deed.

For the purposes of this Regulation S Certificate, (a) the Issuer certifies that the Registered Holder is, at the
date hereof, entered in the Register as the holder of the Note(s) represented by this Regulation S Certificate,
(b) this Regulation S Certificate is evidence of entitlement only, (c) title to the Note(s) represented by this
Regulation S Certificate passes only on due registration on the Register, and (d) only the holder of the
Note(s) represented by this Regulation S Certificate is entitled to payments in respect of the Note(s)
represented by this Regulation S Certificate.

This Regulation S Certificate shall not become valid for any purpose until authenticated by or on behalf of
the Registrar.

11398-03456 ICM:8658907.5 56
 Exhibit 2.3

This Regulation S Certificate, and any non-contractual obligations arising out of or in connection with it,
shall be governed by and construed in accordance with English law.

IN WITNESS whereof this Regulation S Certificate has been executed on behalf of the Issuer.

Dated as of the Issue Date.

VODAFONE GROUP PLC

By: ....................................
Duly Authorised

Authenticated by HSBC Bank USA, National Association as Registrar.

By: ....................................
Authorised Officer

11398-03456 ICM:8658907.5 57
 Exhibit 2.3

On the back:

Terms and Conditions of the Notes

[Conditions to be as set out in the Schedule 1 to this Trust Deed or such other form as may be agreed
between the Issuer, the Issuing and Principal Paying Agent, the Registrar, the Trustee and the relevant
Dealer(s), but shall not be endorsed if not required by the relevant Stock Exchange.]

11398-03456 ICM:8658907.5 58
 Exhibit 2.3

Final Terms

[Here to be set out the text of the relevant information supplementing, replacing or modifying the Conditions
which appears in the Final Terms relating to the Notes].

11398-03456 ICM:8658907.5 59
 Exhibit 2.3

Form of Transfer

For value received the undersigned transfers to

...................................................................................................

...................................................................................................

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[l] nominal amount of the Notes represented by this Regulation S Certificate, and all rights under them.

Dated

.................................................
Certifying Signature

Signed .............................................................

Notes:

(a) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen
signatures supplied by the holder of the Notes represented by this Regulation S Certificate or (if such
signature corresponds with the name as it appears on the face of this Regulation S Certificate) be
certified by a notary public or a recognised bank or be supported by such other evidence as a
Transfer Agent or the Registrar may reasonably require.

(b) A representative of the Noteholder should state the capacity in which he signs.

Unless the context otherwise requires capitalised terms used in this Form of Transfer have the same meaning
as in the Trust Deed.

[TO BE COMPLETED BY TRANSFEREE:

[INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS, ETC.]]

ISSUING AND PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR

HSBC Bank plc

8 Canada Square
London E14 5HQ

PAYING AGENT AND TRANSFER AGENT

HSBC Bank USA, National Association

452 Fifth Avenue
New York
NY 10018-2708

11398-03456 ICM:8658907.5 60
 Exhibit 2.3

PART 6

FORM OF DTC RESTRICTED CERTIFICATE

On the front:

THE NOTES REPRESENTED BY THIS DEFINITIVE REGISTERED NOTE HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A
UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING
ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (2) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF
THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALE OF THE
NOTES REPRESENTED BY THIS DEFINITIVE REGISTERED NOTE.

[FOR PURPOSES OF SECTIONS 1271 ET. SEQ. OF THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THIS NOTE HAS ORIGINAL ISSUE DISCOUNT OF
[currency][amount] PER EACH [currency][amount] OF PRINCIPAL AMOUNT OF THIS NOTE; THE
ISSUE PRICE OF THIS NOTE IS [currency][amount]; THE ISSUE DATE IS [date]; AND THE YIELD
TO MATURITY (COMPOUNDED [semi-annually]) IS [yield].]*

VODAFONE GROUP PLC

(the Issuer)

(incorporated with limited liability in England and Wales)

[Specified Currency and Nominal Amount of Tranche]

NOTES DUE
[Year of Maturity]

This DTC Restricted Certificate certifies that [l] (the Registered Holder) is, as at the date hereof, registered
as the holder of [nominal amount] of the Notes referred to above (the Notes) of the Issuer. References herein
to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust
Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein]
as supplemented, replaced and modified by the relevant information (appearing in the Final Terms (the Final
Terms)) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and
such information in the Final Terms, such information will prevail. Words and expressions defined in the
Conditions shall bear the same meanings when used in this DTC Restricted Certificate. This DTC Restricted
Certificate is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as
modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 16 July 1999 and
made between the Issuer (under its then name of Vodafone AirTouch Plc) and The Law Debenture Trust
Corporation p.l.c. as trustee for the holders of the Notes.

*
Legend to be borne by any Definitive Certificate issued with "original issue discount" for U.S federal income tax purposes.

11398-03456 ICM:8658907.5 61
 Exhibit 2.3

The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the
Registered Holder hereof on [each Instalment Date and] the Maturity Date or on such earlier date as the
Notes represented by this DTC Restricted Certificate may become due and repayable in accordance with the
Conditions and the Trust Deed, the amount payable on redemption of such Notes and to pay interest (if any)
on the nominal amount of such Notes calculated and payable as provided in the Conditions and the Trust
Deed together with any other sums payable under the Conditions and the Trust Deed.

The statements set forth in the legend above are an integral part of the Notes in respect of which this DTC
Restricted Certificate is issued and by acceptance hereof each holder of such Notes agrees to be subject to
and bound by the terms and provisions set forth in such legend.

For so long as the Notes are outstanding, the Issuer will, during the period in which the Issuer is neither
subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, nor exempt from
reporting pursuant to Rule 12g3-2(b) thereunder, provide to the holder hereof, or to any prospective
purchaser hereof designated by such holder, upon request, the information required to be provided by Rule
144A(d)(4) under the U.S. Securities Act of 1933, as amended (the Securities Act).

For the purposes of this DTC Restricted Certificate, (a) the Issuer certifies that the Registered Holder is, at
the date hereof, entered in the Register as the holder of the Note(s) represented by this DTC Restricted
Certificate, (b) this DTC Restricted Certificate is evidence of entitlement only, (c) title to the Note(s)
represented by this DTC Restricted Certificate passes only on due registration on the Register, and (d) only
the holder of the Note(s) represented by this DTC Restricted Certificate is entitled to payments in respect of
the Note(s) represented by this DTC Restricted Certificate.

This DTC Restricted Certificate shall not become valid for any purpose until authenticated by or on behalf of
the Registrar.

This DTC Restricted Certificate, and any non-contractual obligations arising out of or in connection with it,
shall be governed by and construed in accordance with English law.

IN WITNESS whereof this DTC Restricted Certificate has been executed on behalf of the Issuer.

Dated as of the Issue Date.

VODAFONE GROUP PLC

By: ....................................
Duly Authorised

Authenticated by HSBC Bank USA, National Association as Registrar.

By: ....................................
Authorised Officer

11398-03456 ICM:8658907.5 62
 Exhibit 2.3

On the back:

Terms and Conditions of the Notes

[Conditions to be as set out in the Schedule 1 to this Trust Deed or such other form as may be agreed
between the Issuer, the Issuing and Principal Paying Agent, the Registrar, the Trustee and the relevant
Dealer(s), but shall not be endorsed if not required by the relevant Stock Exchange.]

11398-03456 ICM:8658907.5 63
 Exhibit 2.3

Final Terms

[Here to be set out the text of the relevant information supplementing, replacing or modifying the Conditions
which appears in the Final Terms relating to the Notes].

11398-03456 ICM:8658907.5 64
 Exhibit 2.3

Form of Transfer

For value received the undersigned transfers to

...................................................................................................

...................................................................................................

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[l] nominal amount of the Notes represented by this Regulation S Certificate, and all rights under them.

Dated

....................................................
Certifying Signature

Signed .............................................................

Notes:

(a) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen
signatures supplied by the holder of the Notes represented by this DTC Restricted Certificate or (if
such signature corresponds with the name as it appears on the face of this DTC Restricted
Certificate) be certified by a notary public or a recognised bank or be supported by such other
evidence as a Transfer Agent or the Registrar may reasonably require.

(b) A representative of the Noteholder should state the capacity in which he signs.

Unless the context otherwise requires capitalised terms used in this Form of Transfer have the same meaning
as in the Trust Deed.

[TO BE COMPLETED BY TRANSFEREE:

[INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS, ETC.]]

ISSUING AND PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR

HSBC Bank plc

8 Canada Square
London E14 5HQ

PAYING AGENT AND TRANSFER AGENT

HSBC Bank USA, National Association
452 Fifth Avenue
New York
NY 10018-2708

11398-03456 ICM:8658907.5 65
 Exhibit 2.3

SIGNATORIES

Executed as a deed by
VODAFONE GROUP PLC
acting by:

ANDREW HALFORD
____________________________________
Director

STEPHEN SCOTT
____________________________________
Director/Secretary

THE COMMON SEAL of )

THE LAW DEBENTURE TRUST )
CORPORATION p.l.c. )
was affixed to this deed )
in the presence of: )

JULIAN MASON-JEBB

KATY LEGROS

11398-03456 ICM:8658907.5 66
 Exhibit 2.3

10 July 2009

VODAFONE GROUP PLC

and

THE LAW DEBENTURE TRUST

CORPORATION p.l.c.

further modifying the provisions of

the Trust Deed dated 16 July 1999

relating to a
€30,000,000,000
Euro Medium Term Note Programme

For Vodafone Group Plc:

LINKLATERS LLP
One Silk Street
London EC2Y 8HQ

For The Law Debenture Trust

Corporation p.l.c.:

ALLEN & OVERY LLP

One Bishops Square
London E1 6AD

EIGHTH
SUPPLEMENTAL
TRUST DEED

Allen & Overy LLP

11398-03456 ICM:8658907.5
Exhibit 4.25
Exhibit 4.25
Exhibit 4.25
Exhibit 4.26
Exhibit 4.26
Exhibit 4.26
Exhibit 4.27
Exhibit 4.27
Exhibit 4.27
 Exhibit 4.28

Stephen Scott
Group General Counsel and Company Secretary

17 March 2010

Mr J Buchanan
‘Fernshaw’
Rockfield Road
Oxted
Surrey RH8 0HA

Dear John

CONFIRMATION OF INDEMNIFICATION OF DIRECTORS

As your letter of appointment dates back to 2003, it has come to light that you may not have received written
confirmation of the indemnity that the Company provides to you which was approved by the shareholders in
2005, as amended in 2008. By way of confirmation, please find set out below, details of the indemnity provided
to you.

You will have the benefit of the following indemnity in relation to liability incurred in your capacity as a Director
of the Company. This indemnity is as wide as English law currently permits:

(i) The Company will provide funds to cover costs as incurred by you in defending legal proceedings brought
against you in your capacity as, or as a result of your being or having been, a Director of the Company
including criminal proceedings and proceedings brought by the Company itself or an Associated Company;

(ii) The Company will indemnify you in respect of any proceedings brought by third parties, including both
legal and financial costs of an adverse judgment brought against you in your capacity as, or as a result of
your being or having been, a Director of the Company; and

(iii) The Company will indemnify you for liability incurred in connection with any application made to a court
for relief from liability, where the court grants such relief.

For the avoidance of doubt, the indemnity granted does not cover:

(i) Unsuccessful defence of criminal proceedings, in which instance the Company would seek reimbursement
for any funds advanced;

(ii) Unsuccessful defence of an action brought by the Company itself or an Associated Company, in which
instance the Company would seek reimbursement for any funds advanced;

(iii) Fines imposed by regulatory bodies;

(iv) Fines imposed in criminal proceedings; and

Vodafone Group Plc

Company Secretary's & Legal Department Our ref: SRS/je
One Kingdom Street, Paddington Central, London W2 6BY, England T +44 1635 673915
T +44 (0)1635 33251 F +44 (0)1635 580857 www.vodafone.com F +44 1635 233743
Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679 stephen.scott@vodafone.com
 Exhibit 4.28

(v) Liability incurred in connection with any application under Section 661(3) or (4) of the Companies Act
2006 (acquisition of shares by innocent nominee) or section 1157 of the Companies Act 2006 (general
power to grant relief in case of honest and reasonable conduct), where the court refuses to grant you relief,
and such refusal is final. (For reference, a summary of these sections is appended to this letter).

Furthermore, the Company may, subject to the provisions of the Companies Act 2006 and the rules made by the
UK Listing Authority, provide funds to cover costs as incurred by you in defending yourself in an investigation by a
regulatory authority or against an action proposed to be taken by a regulatory authority in connection with any
alleged negligence, default, breach of duty or breach of trust by you in relation to the Company or an Associated
Company.

It is a condition of the provision of this indemnity that you shall notify the Company without delay upon
becoming aware of any claim or potential claim against you and that you have a duty to mitigate any loss
incurred.

The Company maintains Directors and Officers insurance as additional cover for Directors which, if the insurance
policy so permits, may provide funds in circumstances where the law prohibits the Company from indemnifying
Directors.

If you have any queries in relation to this letter, please let me know. Otherwise, please counter-sign the enclosed
copy of this letter and return to me at your earliest convenience.

Yours sincerely

Stephen Scott

I accept the terms of this letter.

John Buchanan

John Buchanan
Director
Vodafone Group Plc

Date: 22 March 2010 ____

17 March 2010

2
 Exhibit 4.28

Appendix

Section 661 (3) and (4) Companies Act 2006

Section 661 of the Companies Act 2006 governs the situation where there are partly paid up shares issued to a
Company nominee. If the nominee is called upon to pay up but fails to do so, the Directors of the Company are
jointly and severally liable with the nominee to pay such amount. Under this section however, the court is able to
excuse the Director of his or her liability if it finds that the Director has acted honestly and reasonably in the
circumstances and ought fairly to be excused from liability. If the Director is so excused, the indemnity provided
by the Company will cover costs incurred by the Director in relation to the proceedings. If the court refuses to
grant such relief, the Company will not be permitted to indemnify the Director for costs incurred.

Section 1157 Companies Act 2006

The Court has power under section 1157 of the Companies Act 2006 in any proceedings that come before it
concerning negligence, default, breach of duty or breach of trust against a Director to relieve him or her from
liability if having regard to all the circumstances of the case it finds that the Director has acted honestly and
reasonably and ought fairly to be excused from liability. If the Director is excused, the Company will indemnify
the Director for any costs incurred in relation to the proceedings but if relief is refused, the Company will not be
permitted to indemnify the Director.

17 March 2010

3
 Exhibit 4.29

Stephen Scott
Group General Counsel and Company Secretary

18 March 2010

Mr. P E Yea
Castor Heights
Ferry Hill
Castor
Peterborough
PE5 7BU

Dear Phil

CONFIRMATION OF INDEMNIFICATION OF DIRECTORS

You may recall that your letter of appointment made reference to the fact that at the Company’s AGM in 2005,
the shareholders would be asked to approve amendments to the Memorandum and Articles of Association to
enable the Company to indemnify its Directors in accordance with new legislation, and that if such approval was
obtained, you would benefit from such an indemnity.

Shareholder approval was obtained and this indemnity was granted to you. By way of confirmation, please find
set out below details of the indemnity provided to you.

You will have the benefit of the following indemnity in relation to liability incurred in your capacity as a Director
of the Company. This indemnity is as wide as English law currently permits:

(i) The Company will provide funds to cover costs as incurred by you in defending legal proceedings brought
against you in your capacity as, or as a result of your being or having been, a Director of the Company
including criminal proceedings and proceedings brought by the Company itself or an Associated Company;

(ii) The Company will indemnify you in respect of any proceedings brought by third parties, including both
legal and financial costs of an adverse judgment brought against you in your capacity as, or as a result of
your being or having been, a Director of the Company; and

(iii) The Company will indemnify you for liability incurred in connection with any application made to a court
for relief from liability, where the court grants such relief.

For the avoidance of doubt, the indemnity granted does not cover:

(i) Unsuccessful defence of criminal proceedings, in which instance the Company would seek reimbursement
for any funds advanced;

(ii) Unsuccessful defence of an action brought by the Company itself or an Associated Company, in which
instance the Company would seek reimbursement for any funds advanced;

Vodafone Group Plc

Company Secretary's & Legal Department Our ref: SRS/je
One Kingdom Street, Paddington Central, London W2 6BY, England T +44 1635 673915
T +44 (0)1635 33251 F +44 (0)1635 580857 www.vodafone.com F +44 1635 233743
Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679 stephen.scott@vodafone.com
 Exhibit 4.29

(iii) Fines imposed by regulatory bodies;

(iv) Fines imposed in criminal proceedings; and

(v) Liability incurred in connection with any application under Section 661(3) or (4) of the Companies Act
2006 (acquisition of shares by innocent nominee) or section 1157 of the Companies Act 2006 (general
power to grant relief in case of honest and reasonable conduct), where the court refuses to grant you relief,
and such refusal is final. (For reference, a summary of these sections is appended to this letter).

Furthermore, the Company may, subject to the provisions of the Companies Act 2006 and the rules made by the
UK Listing Authority, provide funds to cover costs as incurred by you in defending yourself in an investigation by a
regulatory authority or against an action proposed to be taken by a regulatory authority in connection with any
alleged negligence, default, breach of duty or breach of trust by you in relation to the Company or an Associated
Company.

It is a condition of the provision of this indemnity that you shall notify the Company without delay upon
becoming aware of any claim or potential claim against you and that you have a duty to mitigate any loss
incurred.

The Company maintains Directors and Officers insurance as additional cover for Directors which, if the insurance
policy so permits, may provide funds in circumstances where the law prohibits the Company from indemnifying
Directors.

If you have any queries in relation to this letter, please let me know. Otherwise, please counter-sign the enclosed
copy of this letter and return to me at your earliest convenience.

Yours sincerely

Stephen Scott

I accept the terms of this letter.

Philip Yea

Philip Yea
Director
Vodafone Group Plc

Date: _____19 March 2010___

18 March 2010

2
 Exhibit 4.29

Appendix

Section 661 (3) and (4) Companies Act 2006

Section 661 of the Companies Act 2006 governs the situation where there are partly paid up shares issued to a
Company nominee. If the nominee is called upon to pay up but fails to do so, the Directors of the Company are
jointly and severally liable with the nominee to pay such amount. Under this section however, the court is able to
excuse the Director of his or her liability if it finds that the Director has acted honestly and reasonably in the
circumstances and ought fairly to be excused from liability. If the Director is so excused, the indemnity provided
by the Company will cover costs incurred by the Director in relation to the proceedings. If the court refuses to
grant such relief, the Company will not be permitted to indemnify the Director for costs incurred.

Section 1157 Companies Act 2006

The Court has power under section 1157 of the Companies Act 2006 in any proceedings that come before it
concerning negligence, default, breach of duty or breach of trust against a Director to relieve him or her from
liability if having regard to all the circumstances of the case it finds that the Director has acted honestly and
reasonably and ought fairly to be excused from liability. If the Director is excused, the Company will indemnify
the Director for any costs incurred in relation to the proceedings but if relief is refused, the Company will not be
permitted to indemnify the Director.

18 March 2010

3
 Exhibit 4.30

Stephen Scott
Group General Counsel and Company Secretary

19 March 2010

Mr L E R Vandevelde
Avenue Van Bever 28B
1180 Uccle
Belgium

Dear Luc

CONFIRMATION OF INDEMNIFICATION OF DIRECTORS

As your letter of appointment dates back to 2003, it has come to light that you may not have received written
confirmation of the indemnity that the Company provides to you which was approved by the shareholders in
2005, as amended in 2008. By way of confirmation, please find set out below, details of the indemnity provided
to you.

You will have the benefit of the following indemnity in relation to liability incurred in your capacity as a Director
of the Company. This indemnity is as wide as English law currently permits:

(i) The Company will provide funds to cover costs as incurred by you in defending legal proceedings brought
against you in your capacity as, or as a result of your being or having been, a Director of the Company
including criminal proceedings and proceedings brought by the Company itself or an Associated Company;

(ii) The Company will indemnify you in respect of any proceedings brought by third parties, including both
legal and financial costs of an adverse judgment brought against you in your capacity as, or as a result of
your being or having been, a Director of the Company; and

(iii) The Company will indemnify you for liability incurred in connection with any application made to a court
for relief from liability, where the court grants such relief.

For the avoidance of doubt, the indemnity granted does not cover:

(i) Unsuccessful defence of criminal proceedings, in which instance the Company would seek reimbursement
for any funds advanced;

(ii) Unsuccessful defence of an action brought by the Company itself or an Associated Company, in which
instance the Company would seek reimbursement for any funds advanced;

(iii) Fines imposed by regulatory bodies;

(iv) Fines imposed in criminal proceedings; and

Vodafone Group Plc

Company Secretary's & Legal Department Our ref: SRS/je
One Kingdom Street, Paddington Central, London W2 6BY, England T +44 1635 673915
T +44 (0)1635 33251 F +44 (0)1635 580857 www.vodafone.com F +44 1635 233743
Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679 stephen.scott@vodafone.com
 Exhibit 4.30

(v) Liability incurred in connection with any application under Section 661(3) or (4) of the Companies Act
2006 (acquisition of shares by innocent nominee) or section 1157 of the Companies Act 2006 (general
power to grant relief in case of honest and reasonable conduct), where the court refuses to grant you relief,
and such refusal is final. (For reference, a summary of these sections is appended to this letter).

Furthermore, the Company may, subject to the provisions of the Companies Act 2006 and the rules made by the
UK Listing Authority, provide funds to cover costs as incurred by you in defending yourself in an investigation by a
regulatory authority or against an action proposed to be taken by a regulatory authority in connection with any
alleged negligence, default, breach of duty or breach of trust by you in relation to the Company or an Associated
Company.

It is a condition of the provision of this indemnity that you shall notify the Company without delay upon
becoming aware of any claim or potential claim against you and that you have a duty to mitigate any loss
incurred.

The Company maintains Directors and Officers insurance as additional cover for Directors which, if the insurance
policy so permits, may provide funds in circumstances where the law prohibits the Company from indemnifying
Directors.

If you have any queries in relation to this letter, please let me know. Otherwise, please counter-sign the enclosed
copy of this letter and return to me at your earliest convenience.

Yours sincerely

Stephen Scott

I accept the terms of this letter.

Luc Vandvelde

Luc Vandevelde
Director
Vodafone Group Plc

Date: March 23rd, 2010 ___

19 March 2010

2
 Exhibit 4.30

Appendix

Section 661 (3) and (4) Companies Act 2006

Section 661 of the Companies Act 2006 governs the situation where there are partly paid up shares issued to a
Company nominee. If the nominee is called upon to pay up but fails to do so, the Directors of the Company are
jointly and severally liable with the nominee to pay such amount. Under this section however, the court is able to
excuse the Director of his or her liability if it finds that the Director has acted honestly and reasonably in the
circumstances and ought fairly to be excused from liability. If the Director is so excused, the indemnity provided
by the Company will cover costs incurred by the Director in relation to the proceedings. If the court refuses to
grant such relief, the Company will not be permitted to indemnify the Director for costs incurred.

Section 1157 Companies Act 2006

The Court has power under section 1157 of the Companies Act 2006 in any proceedings that come before it
concerning negligence, default, breach of duty or breach of trust against a Director to relieve him or her from
liability if having regard to all the circumstances of the case it finds that the Director has acted honestly and
reasonably and ought fairly to be excused from liability. If the Director is excused, the Company will indemnify
the Director for any costs incurred in relation to the proceedings but if relief is refused, the Company will not be
permitted to indemnify the Director.

19 March 2010

3
 Exhibit 7
UNAUDITED COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1)

2010 2009 2008 2007 2006

£m £m £m £m £m

Financing costs per consolidated income statement 1,512 2,419 2,014 1,612 1,120

One third of rental expense 553 466 387 340 323

Fixed charges(2) 2,065 2,885 2,401 1,952 1,443

Profit/(loss) before taxation from continuing operations 8,674 4,189 9,001 (2,383) (14,853)

Share of profit in associates (4,742) (4,091) (2,876) (2,728) (2,428)

Fixed charges 2,065 2,885 2,401 1,952 1,443

Dividends received from associates 1,436 647 873 791 835

Preference dividend requirements of a consolidated subsidiary (86) (82) (65) (69) (74)

Earnings 7,347 3,548 9,334 (2,437) (15,077)

Ratio of earnings to fixed charges 3.6 1.2 3.9 − −

Deficiency between fixed charges and earnings − − − (4,389) (16,520)

Notes:
1. All of the financial information presented in this exhibit is unaudited.
2. Fixed charges include (1) interest expensed (2) amortised premiums, discounts and capitalised expenses related to indebtedness, (3) an
estimate of the interest within rental expense, and (4) preference security dividend requirements of a consolidated subsidiary. These include
the financings costs of subsidiaries and joint ventures.
 Exhibit 12
RULE 13a-14(a) CERTIFICATION

I, Vittorio Colao, certify that:

1. I have reviewed this annual report on Form 20-F of Vodafone Group Plc (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and
have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the Company, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the Company’s auditors and the audit committee of the
Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the Company’s internal control over financial reporting.

2 June 2010 /s/ Vittorio Colao

Date Vittorio Colao
Chief Executive
 Exhibit 12
RULE 13a-14(a) CERTIFICATION

I, Andy N. Halford, certify that:

1. I have reviewed this annual report on Form 20-F of Vodafone Group Plc (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and
have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the Company, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the Company’s auditors and the audit committee of the
Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the Company’s internal control over financial reporting.

2 June 2010 /s/ Andy Halford

Date Andy N. Halford
Chief Financial Officer
 Exhibit 13
RULE 13a-14(b) CERTIFICATION

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of
title 18, United States Code), the undersigned officer of Vodafone Group Plc, a company incorporated under the
laws of England and Wales (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 20-F for the year ended 31 March 2010 (the “Report”) of the Company fully complies
with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained
in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.

2 June 2010 /s/ Vittorio Colao

Date Vittorio Colao
Chief Executive

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part
of the Report or as a separate disclosure document.

RULE 13a-14(b) CERTIFICATION

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of
title 18, United States Code), the undersigned officer of Vodafone Group Plc, a company incorporated under the
laws of England and Wales (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 20-F for the year ended 31 March 2010 (the “Report”) of the Company fully complies
with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained
in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.

2 June 2010 /s/ Andy Halford

Date Andy N. Halford
Chief Financial Officer

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part
of the Report or as a separate disclosure document.
 Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration statement Nos. 333-81825 and

333-149634 on Form S-8 and Registration statement No. 333-144978 on Form F-3 of our
reports dated May 18, 2010, relating to the consolidated financial statements of Vodafone
Group Plc, and the effectiveness of Vodafone Group Plc’s internal control over financial
reporting, appearing in this Annual Report on Form 20-F of Vodafone Group Plc for the year
ended March 31, 2010.

/s/ Deloitte LLP

Deloitte LLP
Chartered Accountants and Registered Auditors
London
United Kingdom
June 1, 2010
 Exhibit 15.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-81825 and 333-149634 on
Form S-8 and Registration Statement No. 333-144978 on Form F-3 of Vodafone Group Plc of our report
dated March 12, 2010 (June 1, 2010 as to Note 14) relating to the consolidated financial statements of Cellco
Partnership d/b/a Verizon Wireless appearing in this Annual Report on Form 20-F of Vodafone Group Plc
for the year ended March 31, 2010.

/s/ Deloitte & Touche LLP

New York, New York
June 1, 2010
 Exhibit 15.3
CAPITALIZATION AND INDEBTEDNESS

The following table sets out our called up share capital, and the borrowings and indebtedness of Vodafone Group Plc, its
consolidated subsidiaries and share of joint ventures, referred to as the “Group”, at March 31, 2010.

At March 31,
2010
£
(in millions)
Borrowings and Indebtedness
Short-term borrowings 11,163
Short-term derivative financial instruments * 99
Total short-term borrowings 11,262

Long-term borrowings 28,632

Long-term derivative financial instruments * 361
Total long-term borrowings 28,993

Total borrowings and indebtedness 40,255

Share Capital
Called up share capital (57,809,246,732 ordinary shares allotted, issued and fully paid) 4,153
Treasury shares held (5,146,112,159 shares) (7,810)
Additional paid-in capital 153,509
Retained losses (79,655)
Accumulated other comprehensive income 20,184

Total equity and shareholders’ funds 90,381

Total Capitalization and Indebtedness 130,636

* Certain mark to market adjustments on financing instruments are included within derivative financial instruments, a
component of trade and other payables

___________________

(1) At March 31, 2010, all borrowings and indebtedness are unsecured, except for indebtedness in respect of Vodafone
Essar of INR150.5 billion and Vodafone Holdings SA Pty Limited of ZAR4.85 billion.

(2) At March 31, 2010, the Group had contingent indebtedness relating to outstanding guarantees, performance bonds
and other contingent indebtedness items totaling £818 million.

(3) At March 31, 2010, the Group had cash and cash equivalents of £4,423 million, investments in index linked government
bonds of £388 million and trade and other receivables which comprise certain mark to market adjustments on
financing instruments of £2,128 million, giving total net borrowings and indebtedness of £33,316 million.

(4) The Group’s outstanding US and euro commercial paper, reported within short term borrowings in the above table,
increased by €209 million and decreased by US$204 million between March 31, 2010 and May, 18, 2010.

(5) Other than the changes mentioned in the above footnotes and changes due to movements in foreign exchange rates,
there has been no material change in the capitalization and indebtedness of the Group since March 31, 2010.