Share consolidation effective and commencement of trading in consolidated shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Further to the announcements on 19 and 21 February 2014, the 6 for 11 consolidation of the entire ordinary share capital of Vodafone Group Plc (“Vodafone”) will become effective today and trading in the new ordinary shares is expected to commence at 8.00 a.m. today.*

Existing share certificates for Vodafone ordinary shares will no longer be valid as of 8.00 a.m. today. Shareholders who are eligible for the Vodafone Share Account (“VSA”) and have not opted out of the VSA will receive a statement of ownership in due course. Shareholders who are not eligible for the VSA or who have opted out will receive new share certificates.

In conformity with Disclosure and Transparency Rule 5.6.1AR, Vodafone hereby notifies the market that, as at 8.00 a.m. today, Vodafone’s issued and listed share capital will consist of 28,811,864,298 ordinary shares with a nominal value of 20 ²⁰/₂₁ US cents each with voting rights, of which 2,373,727,362 ordinary shares will be held in Treasury.

Therefore, the total number of voting rights in Vodafone will be 26,438,136,936. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Vodafone under the FCA’s Disclosure and Transparency Rules.

In addition to these issued and listed ordinary shares, Vodafone has existing block listings with an outstanding balance of 93,251,236 ordinary shares with a nominal value of 11³/₇ US cents. Following the consolidation these block listings will be for 50,864,306 ordinary shares with a nominal value of 20 ²⁰/₂₁ US cents.

Vodafone confirms that the ordinary shares held by its directors, persons discharging managerial responsibility and their connected persons will be consolidated with effect from 8.00 a.m. today, but that the relevant percentage interests in Vodafone on consolidation will remain the same.

Expected timetable of events:

Enquiries:

Vodafone Group

Investor Relations - Tel: +44 (0) 7919 990 230

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

All terms not defined in this announcement shall have the meaning given to them in the announcement on 2 September 2013 in which Vodafone announced it had reached an agreement to dispose of its US group whose principal asset is its 45% interest in Verizon Wireless, to Verizon, Vodafone's joint venture partner, for consideration of US$130 billion.

The distribution of this announcement in certain jurisdictions may be restricted and accordingly it is the responsibility of any person into whose possession the announcement comes to inform themselves about and observe such restrictions.

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.