Policies

Vodafone Group Tax Code of Conduct

Introduction
This Code of Conduct applies to all tax professionals working in subsidiary companies of Vodafone Group Plc. Its intention is to set out the general framework within which the Vodafone tax function will operate and it endeavours to address, amongst other things, the principles underlying and guiding the role of tax professionals within the Group, their key responsibilities, their professional conduct and their approach to working relationships with external parties.

Principles
The objective of the Vodafone tax department is to maximise shareholder value in relation to the taxation consequences of all aspects of the Group's business activity:

• Within the overall Group strategy
• In compliance with relevant laws, disclosure requirements and regulations and
• While protecting Vodafone's reputation and brand.
  

Vodafone is not able to determine the "fair" amount of tax for it to pay, overall, or in any particular territory. It believes its obligation is to pay the amount of tax legally due in any territory, in accordance with rules set by governments.

The maximisation of shareholder value will generally involve the minimisation of taxation. It will also involve choices as to the jurisdiction in which to locate capital and/or business activity. Such choices will take account of all the business consequences, including the taxation consequences, of operating in that location.

The maximisation of shareholder value involves taking due account of long term considerations and risks including the maintenance of corporate reputation and relationships with governments. It also requires the management of other risks, including the possibility of, and consequences of, disagreements with tax authorities over the application of the law. The management of risk will take all related issues and stakeholder interests into consideration.

Responsibilities and Professional Conduct

Tax professionals will aim to:

• Effectively manage the Tax Risk and Administration Policy of the Group
• Observe all applicable laws, rules and regulations
• Apply diligent professional care and judgement to arrive at well-reasoned conclusions
• Ensure all decisions are taken at an appropriate level and supported with documentation that evidences the facts, conclusions and risks involved
• Where tax law is subject to interpretation, seek, as applicable, written advice or confirmation from third-party advisers or Counsel, prior to reaching and/or to support decisions
• Develop and foster good working relationships with tax authorities, government bodies and other related third parties
• Undertake all dealings with tax authorities, government officials, ministers and other third parties in a professional, courteous and timely manner and
• Lobby and seek to influence applicable governments and other external bodies (e.g. OECD and the EU) where possible and appropriate to shape future tax legislation and practice in ways that promote the Group's interest (e.g. consistency, stability, competitiveness).

Commercial Rationale
The commercial needs of the Group are paramount and all tax planning will be undertaken in this context. Where alternative routes exist to achieve the same commercial result, the most tax-efficient approach should be recommended.

All advice and solutions to operational and corporate initiatives should be clear, timely, relevant, business focused and value added.

Due consideration will be given to the Group's reputation, brand and corporate and social responsibilities when considering tax initiatives, as well as the applicable legal and fiduciary duties of directors and employees of the Group and will form part of the overall decision-making and risk assessment process.

Policy on Disclosure
Compliance with all relevant legal disclosure and approval requirements will be adopted and all information will be clearly presented to the tax authorities or other relevant bodies, as appropriate. Openness, honesty and transparency will be paramount in all dealings with the tax authorities and other relevant bodies.

Other Policies and Procedures
On all projects the required approvals and procedures detailed in the Group Governance Manual will be complied with.

In addition, the Group Business Principles and any other relevant codes are separate requirements which apply to all members of staff.

Assurance
Should any person have specific queries about this Code, or would like advice on implementing it, they should speak with their line manager and, if not adequately addressed, those queries should be brought to the attention of the Group Tax Director or Group Financial Controller. If confidential advice is required or there are concerns that cannot be addressed through line management, please contact the Group Human Resources Director or the Group Audit Director. Alternatively, concerns can be raised anonymously through the Vodafone website http://concern.vodafone.com.