Company Name and page strapline

Resolutions

The Annual General Meeting of Vodafone Group Plc was held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1 on Tuesday 27 July 2010.

The results of polls on all 24 resolutions were as follows:

Resolution
Total votes validly cast
Percentage of relevant shares in issue (%)
For
Against
Withheld
1. To receive the Company's accounts and reports of the directors and the auditor for the year ended 31 March 2010
36,464,016,265
69.14
36,309,102,184
154,914,081
98,052,123
2. To re-elect Sir John Bond as a director
36,505,298,394
69.21
34,118,699,550
2,386,598,844
56,791,196
3. To re-elect John Buchanan as a director
36,505,292,735
69.21
34,341,247,890
2,164,044,845
56,766,720
4. To re-elect Vittorio Colao as a director
36,505,148,750
69.21
36,192,626,003
312,522,747
56,865,050
5. To re-elect Michel Combes as a director
36,504,833,476
69.21
36,119,049,658
385,783,818
57,182,362
6. To re-elect Andy Halford as a director
36,505,056,953
69.21
36,107,494,431
397,562,522
56,960,924
7. To re-elect Stephen Pusey as a director
36,505,255,751
69.21
36,120,654,287
384,601,464
56,733,420
8. To re-elect Alan Jebson as a director
36,505,122,299
69.21
36,241,980,514
263,141,785
56,894,023
9. To re-elect Samuel Jonah as a director
36,505,205,215
69.21
36,219,804,786
285,400,429
56,813,125
10. To re-elect Nick Land as a director
36,141,132,773
68.52
35,054,911,298
1,086,221,475
415,469,934
11. To re-elect Anne Lauvergeon as a director
36,500,442,563
69.2
35,407,102,176
1,093,340,387
56,159,346
12. To re-elect Luc Vandevelde as a director
36,505,021,467
69.21
36,225,973,980
279,047,487
56,941,548
13. To re-elect Anthony Watson as a director
36,147,286,167
68.54
35,762,501,731
384,784,436
414,729,898
14. To re-elect Philip Yea as a director
36,501,468,421
69.21
36,194,634,619
306,833,802
60,549,228
15. To approve a final dividend of 5.65p per ordinary share
36,502,681,383
69.21
36,373,859,360
128,822,023
59,420,250
16. To approve the Remuneration Report
36,180,637,330
68.6
34,739,599,342
1,441,037,988
380,323,800
17. To re-appoint Deloitte LLP as auditors
36,438,385,680
69.09
36,256,584,964
181,800,716
123,669,513
18. To authorise the Audit Committee to determine the remuneration of the auditors
36,504,604,086
69.21
36,358,874,519
145,729,567
57,474,913
19. To authorise the directors to allot shares
36,074,016,787
68.4
32,716,428,184
3,357,588,603
488,075,532
20. To authorise the directors to dis-apply pre-emption rights
36,388,204,355
68.99
34,047,954,721
2,340,249,634
173,816,479
21. To authorise the Company to purchase its own shares (section 701, Companies Act 2006)
36,480,864,056
69.17
36,224,397,776
256,466,280
80,245,291
22. To adopt new Articles of Association
36,147,223,928
68.53
35,756,481,480
390,742,448
413,862,951
23. To authorise the calling of a general meeting other than an Annual General Meeting on not less than 14 clear days' notice
36,374,023,618
68.96
33,564,839,270
2,809,184,348
180,257,792
24. To approve the continued operation of the Vodafone Share Incentive Plan
36,472,839,412
69.15
35,949,271,233
523,568,179
70,720,690

The number of ordinary shares in issue on 23 July 2010 (excluding shares held in Treasury) was 52,742,800,556. Shareholders are entitled to one vote per share. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

Resolutions 1 to 19 and resolution 24 are ordinary resolutions and resolutions 20 to 23 are special resolutions.