VOD Vodafone Group Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL

VODAFONE GROUP PUBLIC LIMITED COMPANY LAUNCHES CASH TENDER OFFERS FOR U.S. DOLLAR NOTES DUE 2025 AND 2028

(Newbury, Berkshire - England) - February 5, 2025 - Vodafone Group Plc ("Vodafone" or the "Company") announces the launch of its offers to purchase for cash in two concurrent, but separate offers, any and all of its outstanding (i) 4.125% Notes due May 2025 (the "Fixed Price Notes"), of which $734,128,000 is outstanding, and (ii) 4.375% Notes due May 2028 (the "Fixed Spread Notes" and, together with the Fixed Price Notes, the "Notes"), of which $575,122,000 is outstanding, upon the terms of, and subject to the conditions in, the offer to purchase dated February 5, 2025 (the "Offer to Purchase") and the accompanying notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Tender Offer Documents").

Each offer to purchase each series of Notes is referred to herein as an "Offer" and the offers to purchase the Notes as the "Offers." Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

Holders are advised to read carefully the Tender Offer Documents for full details of, and information on the procedures for participating in, the Offers. All documentation relating to the Offers, including the Tender Offer Documents, together with any updates, are available at the following website: https://deals.is.kroll.com/vodafone-usd.

The following tables set forth certain terms of the Offers:

(1)       The page on Bloomberg from which the Dealer Managers will quote the bid-side price of the applicable Reference U.S. Treasury Security.

(2)       Per $1,000 in principal amount of Fixed Price Notes (as defined below) validly tendered and accepted for purchase.

All Notes accepted in the Offers will be cancelled and retired by the Company.

Purpose of the Offers

The Offers, the Concurrent Non-U.S. Tender Offers (as defined below) and the 2025 Notes Redemption (as defined below) are being undertaken to, among other things, proactively manage the Company's outstanding debt portfolio, with a focus on the Company's near-dated maturities.

Concurrent Non-U.S. Tender Offers

Concurrently with the launch of the Offers, the Company has commenced cash tender offers for any and all of its outstanding €1,000,000,000 1.875% Notes due 2025, €1,000,000,000 1.125% Notes due 2025, €1,750,000,000 2.200% Notes due 2026, €750,000,000 0.900% Notes due 2026, €500,000,000 1.50% Notes due 2027, £250,000,000 5.625% Notes due 2025, CHF 175,000,000 0.625% Notes due 2027, AUD 450,000,000 4.200% Notes due 2027, NOK 850,000,000 3.215% Notes due 2025, NOK 850,000,000 3.115% Notes due 2027, NOK 500,000,000 2.925% Notes due 2027, HKD 455,000,000 2.850% Notes due 2027 and HKD 1,115,000,000 2.640% Notes due 2027 (the "Concurrent Non-U.S. Tender Offers").

The Concurrent Non-U.S. Tender Offers are not being made, and will not be made, directly or indirectly, in or into the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933).

2025 Notes Redemption

Concurrently with the launch of the Offers, the Company is issuing a notice of redemption in respect of any Fixed Price Notes not purchased by the Company in the Offers (the "2025 Notes Redemption"), at a price equal to the greater of (1) 100% of the principal amount of such Notes plus accrued and unpaid interest to the date of redemption, if any, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the sum of (i) the adjusted treasury rate (as defined in the prospectus supplement dated May 23, 2018 relating to the Fixed Price Notes) plus (ii) 20 basis points, plus accrued and unpaid interest, if any, to the date of redemption.

Purchase Price Consideration

Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Holders of the Notes who validly tender and do not validly withdraw the Notes at or prior to the Expiration Time or the Guaranteed Delivery Date pursuant to the Guaranteed Delivery Procedures, and whose Notes are accepted for purchase by the Company, will receive the Purchase Price Consideration for each $1,000 principal amount of the Notes, which will be payable in cash.

The Purchase Price Consideration for each $1,000 principal amount of Fixed Price Notes validly tendered, not validly withdrawn, and accepted by us pursuant to the relevant Offer will be the Fixed Price specified in the table above.

The Purchase Price Consideration for each $1,000 principal amount of Fixed Spread Notes validly tendered, not validly withdrawn, and accepted by us pursuant to the relevant Offer will be calculated at the Price Determination Time and will be determined in accordance with standard market practice, as described below, using the sum of (such sum, the "Offer Yield"):

(i)            the reference yield, as calculated by the Dealer Managers in accordance with standard market practice, that corresponds to the bid-side price of the Reference U.S. Treasury Security in the table above for the Notes appearing at the Price Determination Time on the Bloomberg Reference Page specified in the table above for the Notes (or any other recognized quotation source selected by Vodafone in consultation with the Dealer Managers if such quotation report is not available or manifestly erroneous) (such reference yield, the "Reference Yield"), plus

(ii)           the Fixed Spread specified in the table above.

Subject to the terms and conditions described in the Tender Offer Documents, the Price Consideration for each $1,000 principal amount of the Fixed Spread Notes accepted by us pursuant to the relevant Offer will be determined in accordance with standard market practice as described by the formula set forth in Annex A-1 to the Offer to Purchase, and will equal (i) the present value on the Settlement Date of $1,000 principal amount of such Notes due on the scheduled maturity date of such Notes and all scheduled interest payments on such Notes to be made from (but excluding) the Settlement Date up to (and including) such scheduled maturity date, discounted to the Settlement Date at a discount rate equal to the Offer Yield, minus (ii) the Accrued Interest per $1,000 principal amount of the Fixed Spread Notes; with the total amount being rounded to the nearest cent per $1,000 principal amount of such Notes.

Vodafone will issue a press release specifying the Purchase Price Consideration for the Fixed Spread Notes as soon as reasonably practicable after the determination thereof by the Dealer Managers.

Accrued Interest

In addition to the Purchase Price Consideration, Holders whose Notes are accepted for purchase will be paid the Accrued Interest thereon. Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers. For avoidance of doubt, interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers, including Notes that are delivered pursuant to the Guaranteed Delivery Procedures. All Notes accepted in the Offers will be canceled and retired by Vodafone.

Key Dates, Offer Period and Results

Holders of the Notes should note the following dates relating to the Offers:

The deadlines set by any intermediary and The Depository Trust Company ("DTC) for participation in the Offers may be earlier than the relevant deadline specified above. The acceptance of Notes for purchase is conditional on the satisfaction of the conditions of the Offers as provided in "Description of the Offers-Conditions to the Offers" in the Offer to Purchase.

The Company has retained Merrill Lynch International and Barclays Capital Inc. as Dealer Managers and Kroll Issuer Services Limited as Tender and Information Agent (the "Tender and Information Agent") for the purposes of the Offers.

Questions regarding procedures for tendering Notes may be directed to the Tender and Information Agent at +44 20 7704 0880 (London) or by email to vodafone-usd@is.kroll.com, Attention: Owen Morris. Questions regarding the Offers may be directed to Merrill Lynch International at +1 (888) 292-0070 (toll free), +1 (980) 387-3907 or +44 207 996 5420 (in London) or by email to DG.LM-EMEA@bofa.com and to Barclays Capital Inc. at +1 (800) 438-3242 (toll free), +1 (212) 528-7581 or +44 203 134 8515 (in London) or by email to us.lm@barclays.com.

This announcement is for informational purposes only and does not constitute an offer to buy, or a solicitation of an offer to sell, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offers are only being made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offers.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions.

Offer and Distribution Restrictions

Italy

None of the Offers, this announcement, the Offer to Purchase or any other document or materials relating to the Offers has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy ("Italy") as an exempt offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of the Notes that are resident or located in Italy can tender Notes for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offers.

United Kingdom

The communication of this announcement and the Offer to Purchase and any other documents or materials relating to the Offers is not being made by and such documents and/or materials have not been approved by an "authorised person" for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA 2000"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may only be communicated to: (1) persons who are outside of the United Kingdom; (2) investment professionals falling within the definition contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (3) those persons who are existing members or creditors of the Company or other persons falling within Article 43(2) of the Financial Promotion Order; or (4) any other persons to whom such documents and/or materials may lawfully be communicated in accordance with the Financial Promotion Order (all such persons together referred to as "relevant persons"). This announcement, the Offer to Purchase and any other documents or materials relating to the Offers are only available to relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

France

The Offers are not being made, directly or indirectly, and neither this announcement, the Offer to Purchase nor any other document or material relating to the Offers has been or shall be distributed, to the public in the Republic of France other than to qualified investors as defined in Article 2(e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Neither this announcement, the Offer to Purchase nor any other document or materials relating to the Offers have been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium

Neither this announcement, the Offer to Purchase nor any other brochure, documents or materials relating to the Offers has been, or will be, submitted or notified to, or approved or recognized by, the Belgian Financial Services and Markets Authority ("Autorité des services et marchés financiers"/"Autoriteit voor Financiële Diensten en Markten"). In Belgium, the Offers do not constitute a public offering within the meaning of Articles 3, §1, 1° and 6, §1 of the Belgian Law of April 1, 2007 on public takeover bids ("loi relative aux offres publiques d'acquisition"/"wet op de openbare overnamebiedingen"), as amended or replaced from time to time. Accordingly, the Offers may not be, and is not being advertised, and this announcement, the Offer to Purchase, as well as any brochure, or any other material or document relating thereto (including any memorandum, information circular, brochure or any similar document) may not, has not and will not be distributed or made available, directly or indirectly, to any person located and/or resident within Belgium, other than to "qualified investors" ("investisseurs qualifiés"/"qekwalificeerde belegge"), within the meaning of Article 2(e) of the Prospectus Regulation acting on their own account. Insofar as Belgium is concerned, the Offers are made only to qualified investors, as this term is defined above. Accordingly, the information contained in this announcement, the Offer to Purchase or in any brochure or any other document or material relating thereto may not be used for any other purpose or disclosed or distributed to any other person in Belgium.

General

This announcement does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation or acceptance is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or such Dealer Manager's affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Each tendering Holder participating in the Offers will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the section titled "Description of the Offers-Procedures for Tendering Notes-Other Matters" in the Offer to Purchase. Any tender of Notes for purchase pursuant to the Offers from a Holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Managers and the Tender and Information Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.

Forward-Looking Information

This announcement contains certain forward-looking statements which reflect the Company's intent, beliefs or current expectations about the future and can be recognised by the use of words such as "expects," "will," "anticipate," or words of similar meaning. These forward-looking statements are not guarantees of any future performance and are necessarily estimates reflecting the best judgment of the senior management of the Company and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements, which include, without limitation, the risk factors set forth in the Offer to Purchase. The Company cannot guarantee that any forward-looking statement will be realised, although it believes it has been prudent in its plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions that may prove to be inaccurate. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. The Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances or to reflect the occurrence of unanticipated events, except as required by applicable law.