Vodafone Group Plc announced the pricing of its previously announced offer to purchase for cash up to $440,000,000 aggregate principal amount of its 6.150% Notes due February 2037 (the "2037 Notes") and up to $730,000,000 aggregate principal amount of its 4.375% Notes due February 2043 (the "2043 Notes" and, together with the 2037 Notes, the "Maximum Tender Offer Notes") upon the terms of, and subject to the conditions in, the offer to purchase dated June 25, 2024 (the "Offer to Purchase"), including the New Financing Condition. The offers to purchase for cash the Maximum Tender Offer Notes are referred to herein as the "Maximum Tender Offers". Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

Results of the Maximum Tender Offers at the Early Tender Time were announced on July 10, 2024. Because the aggregate principal amount of 2037 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time exceeded the applicable Series Tender Cap, 2037 Notes will be accepted by the Company on a prorated basis in the Offer to Purchase. Subject to the terms and conditions of the Maximum Tender Offers, Holders that validly tendered and did not validly withdraw their Maximum Tender Offer Notes at or prior to the Early Tender Time and whose Maximum Tender Offer Notes are accepted for purchase by the Company will be eligible to receive the Maximum Tender Total Consideration, which is inclusive of the Early Tender Premium, together with an amount equal to the Accrued Interest. The Company expects the Early Tender Settlement Date to occur on the third business day after the Early Tender Time, July 12, 2024. The offer with respect to the 2043 Notes will expire at 5:00 p.m., New York City time, on July 24, 2024 (such date and time, as the same may be extended, the "Maximum Tender Expiration Time"). Holders that validly tender their 2043 Notes after the Early Tender Time and at or prior to the Maximum Tender Expiration Time will be eligible to receive the Late Maximum Tender Offer Consideration, together with an amount equal to Accrued Interest thereon. Because the Series Tender Cap has been reached with respect to the 2037 Notes as of the Early Tender Time, 2037 Notes validly tendered after the Early Tender Time will not be accepted.

The "Maximum Tender Results Announcement Date" is expected to be July 25, 2024, unless the Maximum Tender Offers are extended. In respect of Maximum Tender Offer Notes that are validly tendered after the Early Tender Time and at or prior to the Maximum Tender Expiration Time and accepted for purchase, the Company expects the Maximum Tender Settlement Date to occur on the second business day after the Maximum Tender Expiration Time, July 26, 2024. On June 28, 2024, the Company closed the offering of $2,000,000,000 5.750% Notes due 2054 and $1,000,000,000 5.875% Notes due 2064 (together, the "New Notes").

The Company intends to use the cash proceeds from the issuance of the New Notes, together with existing cash balances, to fund the Maximum Tender Offers. As a result, the New Financing Condition has been satisfied with respect to the Maximum Tender Offers. In addition to the Maximum Tender Total Consideration and Late Maximum Tender Offer Total Consideration, as applicable, Holders whose Maximum Tender Offer Notes are accepted for purchase will be paid the Accrued Interest thereon. Interest will cease to accrue on the applicable Settlement Date for all Maximum Tender Offer Notes accepted in the Maximum Tender Offers.

The consummation of the Maximum Tender Offers and the Company's obligation to accept and pay for the Maximum Tender Offer Notes validly tendered (and not validly withdrawn) pursuant to the Maximum Tender Offers are subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase and subject to the applicable Series Tender Cap. The Company reserves the right, subject to applicable law, to amend or waive any and all conditions to the Maximum Tender Offers. Holders are advised to check with any intermediary (as defined in the Offer to Purchase) through which they hold Notes as to when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Maximum Tender Offers before the deadlines specified herein and in the Offer to Purchase.

The deadlines set by any such intermediary and DTC for participation in the Maximum Tender Offers may be earlier than the relevant deadlines specified herein and in the Offer to Purchase.