Gerard Kleisterlee to succeed Sir John Bond as Chairman

Vodafone Group Plc (“Vodafone”) today announces that Sir John Bond, the Chairman of the Company, will be retiring from the Board at the Company's AGM in July 2011. He will be succeeded as Chairman by Gerard Kleisterlee, currently President/Chief Executive Officer and Chairman of the Board of Management and the Group Management Committee of Koninklijke Philips Electronics N.V. (‘Philips’). Mr Kleisterlee will be retiring from Philips on 31 March 2011 and will be appointed as a non-executive director of Vodafone on 1 April 2011.

Vittorio Colao, Chief Executive of Vodafone, said:

"On behalf of the Board and everyone at Vodafone I would like to pay tribute to Sir John for his huge contribution to the Company throughout his tenure as Chairman. We have been fortunate to have benefited from his leadership, experience and wise counsel in a time of evolution for Vodafone. I personally am very grateful to him for his constant support and personal advice since becoming CEO, during a phase of extraordinary economic and industry changes.”

In addition to his role at Philips, Mr. Kleisterlee has been a member of the Daimler AG Supervisory Board since April 2009, a non-executive director of the Supervisory Board and member of the Audit Committee of Royal Dutch Shell since November 2010, and a member of the Board of Directors of Dell since December 2010.

Commenting on the appointment of Mr Kleisterlee as his successor, Sir John Bond said:

“Today’s announcement is the culmination of a succession planning process which the Board initiated in February 2010. I am delighted to announce that Gerard Kleisterlee, a highly successful international businessman whose track record at Philips speaks for itself, will be succeeding me as Chairman after my six years on the Board of Vodafone.”

Gerard Kleisterlee commented:

"It is an honour and a privilege to be invited by the Board of Vodafone to become its Chairman. I am looking forward greatly to this new challenge, to contributing to this company’s record of success, and to building on Sir John’s outstanding achievements.”

For further information:

Vodafone Group

Media Relations - Tel: +44 (0) 1635 664444

Investor Relations - Tel: +44 (0)1635 33251

Notes to editors:

Gerard Kleisterlee

Gerard Kleisterlee's deep knowledge of a commercial sector adjacent to Vodafone's, his international experience and his familiarity with business in emerging markets were factors in the Vodafone Board's decision to invite him to join the Board and become Vodafone's Chairman in succession to Sir John Bond.

Gerard Kleisterlee has spent his entire career at Philips which he joined in 1974, becoming President and CEO in April 2001, a position from which he will retire at the end of March 2011.

Philips has undergone a profound transformation into a company with a structurally higher level of profitability based on a strong brand, a customer-centric approach and a simpler structure, which is a global leader in important markets. Over this decade, Philips has radically changed its business portfolio and has completed the largest acquisition and divestment programme in its long history. In recognition of these achievements, Mr. Kleisterlee was named European Businessman of the year in 2007 by Fortune magazine. In 2010 he was awarded the Outstanding Leadership in Sustainable Practices prize by CNBC.

Alongside his work at Philips, Mr. Kleisterlee has been a member of the European Round Table of Industrialists (ERT), most recently as its Vice Chairman and the leader of its Competitiveness Working Group. He also served in two successive Dutch Innovation Councils, led by then Prime Minister Balkenende. For his work on Innovation and the competitiveness of Europe Mr. Kleisterlee received in 2005 an honorary doctorate from Leuven Catholic University.

Prior to joining Philips Mr Kleisterlee studied at Eindhoven Technical University and after graduation he undertook his military service. From 1996 to 1999 Mr Kleisterlee worked in Taipei for Philips.

Other than set out above, Gerard Kleisterlee held no directorships in public listed companies within the past five years. The Company confirms that there are no items requiring disclosure under paragraphs (b) to (g) of Rule 6 F 2 of The Listing Rules.

Sir John Bond

Sir John Bond has spent 18.5 years as Chairman or Chief Executive of two of the United Kingdom’s top three companies.

During his Chairmanship, Vodafone delivered strong returns for shareholders, with a Total Shareholder Return of 95%, compared with 22% for the FTSE All-Share Index. This includes an increase in the share price from 115.6p on 25 July 2006 (when Sir John became Chairman), to 177.0p at the close of business on 1 February 2011, and compound annual growth in the dividend of 8.2% between March 2006 and March 2010. Less than 10% of the impairment charges announced since 2006 have related to acquisitions which took place during the tenure of the current Board.

Vodafone’s strong performance was achieved in a very challenging economic, competitive and regulatory environment, through a focus on improving the Group’s operating performance and active portfolio and balance sheet management, supported by an enhanced returns policy.

Both the management team and the Board have also seen significant changes during this time, including the transition to a new Chief Executive and a new executive management structure, implemented to drive greater efficiency and simplicity thereby allowing the Group to adapt more quickly to the increasingly fast-moving and competitive landscape.

Cash generation at Vodafone was strong throughout the period, and Vodafone maintained a progressive dividend policy. During 2010, a new and improved dividend growth target was set for the period through to 2013.

Prior to joining Vodafone, Sir John Bond spent 45 years at HSBC. During Sir John’s tenure on the HSBC board, the group was transformed into a global bank with operations in over 80 countries and 300,000 employees, with market capitalisation growing from USD 4.5bn to USD 201bn in 2006. Today, HSBC is the second largest company listed on the London Stock Exchange and one of the world's largest three banks. Sir John’s career at HSBC began in 1961 as an International Manager and culminated in his chairmanship of the Group between May 1998 and May 2006. In January 1993, Sir John became HSBC’s Group Chief Executive, returning to the UK to oversee the integration of the recently acquired Midland Bank. In May 1998, he was appointed Group Chairman.