Obligation Vodafone Group Ltd 6.25% ( US92857WAB63 ) en USD

Vodafone Group Ltd

107.812 % ▲

Royaume-Uni

US92857WAB63 ( en USD )

6.25% par an ( paiement semestriel )

29/11/2032

Prospectus brochure de l'obligation Vodafone Group PLC US92857WAB63 en USD 6.25%, échéance 29/11/2032

1 000 USD

495 000 000 USD

92857WAB6

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

30/11/2025 ( Dans 73 jours )

Vodafone Group Plc est une société multinationale de télécommunications britannique fournissant des services de téléphonie mobile, fixe, internet haut débit et télévision dans plus de 30 pays, principalement en Europe, en Afrique et en Asie-Pacifique.

L'Obligation émise par Vodafone Group Ltd ( Royaume-Uni ) , en USD, avec le code ISIN US92857WAB63, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/11/2032

L'Obligation émise par Vodafone Group Ltd ( Royaume-Uni ) , en USD, avec le code ISIN US92857WAB63, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Vodafone Group Ltd ( Royaume-Uni ) , en USD, avec le code ISIN US92857WAB63, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 u45560e424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to 424(b)(5)
Registration No. 333-10762
Prospectus Supplement to Prospectus dated November 30, 2000.
$495,000,000
Vodafone Group Plc
6.25% Notes due 2032

Interest on the 6.25% notes due 2032 is payable semi-annually on May 30 and November 30 of each year, beginning on
May 30, 2003. The notes will mature on November 30, 2032. The notes will be unsecured and will rank equally with all
other unsecured, unsubordinated obligations of Vodafone Group Plc from time to time outstanding.
We may redeem some or all of the notes at any time and from time to time at the redemption price determined in the
manner described in this prospectus supplement. We may also redeem the notes at any time at 100% of the principal
amount upon the occurrence of certain tax events described in this prospectus supplement and the attached prospectus.

Application will be made to list the notes on the New York Stock Exchange. We expect that the notes will be eligible
for trading on the New York Stock Exchange within 30 days after delivery of the notes.
See "Risk Factors" beginning on page 3 of the attached prospectus and on page 29 of our Annual Report on
Form 20-F for the fiscal year ended March 31, 2002, which is incorporated by reference in this prospectus supplement, to
read about factors you should consider before investing in the notes.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body
has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus
supplement or the attached prospectus. Any representation to the contrary is a criminal offense.

Per

Note

Total

Initial price to public

99.972%

$494,861,400
Underwriting discount

0.875%

$
4,331,250

Proceeds, before expenses, to Vodafone

99.097%

$490,530,150
The offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from
November 26, 2002 and must be paid by the purchaser if the notes are delivered after November 26, 2002. The
underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company,
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referred to herein as DTC, against payment in New York, New York on or about November 26, 2002. The clearing and
settlement system we will use is the book-entry system operated by DTC.

Joint Book-Runners

Banc of America Securities LLC

JPMorgan
Prospectus Supplement dated November 19, 2002.
TABLE OF CONTENTS
INCORPORATION OF INFORMATION FILED WITH THE SEC
GENERAL INFORMATION
DESCRIPTION OF NOTES
USE OF PROCEEDS
TAXATION
UNDERWRITING
Table of Contents
Unless otherwise stated in this prospectus supplement or the attached prospectus or unless the context otherwise
requires, references in this prospectus supplement or the attached prospectus to "Vodafone", "we", "our", "ours" and
"us" are to Vodafone Group Plc.
INCORPORATION OF INFORMATION FILED WITH THE SEC
The U.S. Securities and Exchange Commission, referred to herein as the SEC, allows us to incorporate by reference
into this prospectus supplement and the attached prospectus the information filed with them, which means that:

· incorporated documents are considered part of this prospectus supplement and the attached prospectus;

· we can disclose important information to you by referring to those documents; and

· information filed with the SEC in the future will automatically update and supersede this prospectus supplement and
the attached prospectus.
The information that we incorporate by reference is an important part of this prospectus supplement and the attached
prospectus.
We incorporate in this prospectus supplement and the attached prospectus by reference the documents described in
"Where You Can Find More Information" in the attached prospectus which we filed with the SEC pursuant to the
Securities Exchange Act of 1934, as amended, referred to herein as the Exchange Act, except to the extent amended or
superseded by subsequent filings. We also incorporate by reference any future filings that we make with the SEC under
Sections 13(a), 13(c) or 15(d) of the Exchange Act after the date of this prospectus supplement but before the end of the
notes offering and that, in the case of any future filings on Form 6-K, are identified in such filing as being incorporated
into this prospectus supplement or the attached prospectus.
The documents incorporated by reference in this prospectus supplement and the attached prospectus and, in particular,
those set forth below contain important information about Vodafone and its financial condition.
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· Vodafone's Annual Report on Form 20-F for the year ended March 31, 2002, and

· Vodafone's Form 6-K, dated November 12, 2002, which contains:

· an extract from the Vodafone interim results announcement dated November 12, 2002 containing unaudited
consolidated interim financial information for Vodafone as of and for the six month periods ended September 30,
2002 and 2001;

· a table showing Capitalization and Indebtedness of Vodafone as of September 30, 2002;

· a table showing the Ratio of Earnings to Fixed Charges and to Fixed Charges and Preference Share Dividends;
and

· recent legal proceedings.

You should read "Where You Can Find More Information" in the attached prospectus for information on how to

obtain the documents incorporated by reference or other information relating to Vodafone.
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Table of Contents
GENERAL INFORMATION
No person has been authorized to provide you with information that is different from what is contained in, or
incorporated by reference into, this prospectus supplement and the attached prospectus, and, if given or made, such
information must not be relied upon as having been authorized. This prospectus supplement and the attached prospectus do
not constitute an offer to sell or the solicitation of an offer to buy any securities other than the notes to which it relates or
an offer to sell or the solicitation of an offer to buy such notes by any person in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this prospectus supplement and the attached prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date
of this prospectus supplement or that the information contained in this prospectus supplement and the attached prospectus
is correct as of any time subsequent to its date.
The distribution of this prospectus supplement and the attached prospectus and the offering and sale of the notes in
certain jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement and the attached
prospectus come are required by us and the underwriters to inform themselves about and to observe any such restrictions.
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Table of Contents
DESCRIPTION OF NOTES
This section contains a brief description of the terms of the notes. For additional information about the notes and their
terms, please see "Description of Debt Securities We May Offer" in the attached prospectus.

Notes
$495,000,000 principal amount of 6.25% Notes due

2032.

Maturity
We will repay the notes at 100% of their principal

amount plus accrued interest on November 30, 2032.

Issue price

99.972%
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Ranking
The notes will rank equally with all present and future
unsecured and unsubordinated indebtedness of
Vodafone. Because we are a holding company, the
notes will effectively rank junior to any indebtedness or

other liabilities of our subsidiaries.

Interest payment dates

Semi-annually on May 30 and November 30.

First interest payment date

May 30, 2003.

Regular record dates for interest

Every May 15 and November 15.

Payment of additional amounts
We intend to make all payments on the notes without
deducting United Kingdom (U.K.) withholding taxes. If
any deduction is required on payments to non-U.K.
investors, we will pay additional amounts on those
payments to the extent described under "Description of
Debt Securities We May Offer--Payment of Additional

Amounts" in the attached prospectus.

Optional make-whole redemption
We have the right to redeem the notes, in whole or in
part, at any time and from time to time at a redemption
price equal to the greater of (1) 100% of the principal
amount of the notes plus accrued interest to the date of
redemption and (2) as determined by the quotation
agent, the sum of the present values of the remaining
scheduled payments of principal and interest on the
notes (excluding any portion of such payments of
interest accrued as of the date of redemption)
discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve
30-day months) at the adjusted treasury rate, plus 20
basis points, plus accrued interest to the date of
redemption. Adjusted treasury rate means, with respect
to any redemption date, the rate per year equal to the
semi-annual equivalent yield to maturity of the
comparable treasury issue, assuming a price for the
comparable treasury issue (expressed as a percentage of
its principal amount) equal to the comparable treasury
price for such redemption date. Comparable treasury

issue means the U.S. Treasury security
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selected by the quotation agent as having a maturity
comparable to the remaining term of the notes to be
redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of
comparable maturity to the remaining terms of such
notes. Comparable treasury price means, with respect to
any redemption date, the average of the reference
treasury dealer quotations for such redemption date.
Quotation agent means the reference treasury dealer
appointed by the trustee after consultation with us.
Reference treasury dealer means any primary U.S.
government securities dealer in New York City selected
by the trustee after consultation with us. Reference
treasury dealer quotations means with respect to each
reference treasury dealer and any redemption date, the
average, as determined by the trustee, of the bid and
asked prices for the comparable treasury issue
(expressed as a percentage of its principal amount)
quoted in writing to the trustee by such reference
treasury dealer at 5:00 p.m. Eastern Standard Time on

the third business day preceding such redemption date.

Optional tax redemption
We may redeem the notes before they mature if we are
obligated to pay additional amounts due to changes on
or after the date of this prospectus supplement in U.K.
withholding tax requirements, a merger or consolidation
with another entity or a sale or lease of substantially all
our assets and other limited circumstances described
under "Description of Debt Securities We May
Offer--Payment of Additional Amounts" in the
attached prospectus. In that event, we may redeem the
outstanding notes in whole but not in part at any time, at
a price equal to 100% of their principal amount plus

accrued interest to the date fixed for redemption.

Sinking fund

There is no sinking fund.

Book-entry issuance, settlement and
We will issue the notes in fully registered form in
clearance
denominations of $1,000 and integral multiples of
$1,000. The notes will be represented by one or more
global securities registered in the name of a nominee of
DTC. You will hold beneficial interests in the notes
through DTC and DTC and its direct and indirect
participants will record your beneficial interest on their
books. We will not issue certificated notes except in
limited circumstances that we explain under "Legal
Ownership -- Global Securities -- Special Situations in
Which a Global Security Will be Terminated" in the
attached prospectus. Settlement of the notes will occur
through DTC in same day funds. For information on
DTC's book-entry system, see "Clearance and
Settlement -- The Clearance Systems -- DTC" in the

attached prospectus.
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Table of Contents

Restrictive covenants
The indenture relating to the notes does not contain any
covenants restricting our ability to make payments,
incur indebtedness, dispose of assets, enter into sale and
leaseback transactions, pledge our assets to secure
borrowings, issue and sell capital stock, enter into
transactions with affiliates, create or incur liens on our
property or engage in business other than our present

business.

Defeasance
The notes will be subject to the defeasance and
covenant defeasance provisions in the indenture
described under "Description of Debt Securities We
May Offer--Defeasance and Discharge" in the attached

prospectus.

Further Issuances
We may, at our option, at any time and without the
consent of the then existing noteholders issue additional
notes in one or more transactions subsequent to the date
of this prospectus supplement with terms (other than the
issuance date and, possibly, the first interest payment
date) identical to the notes issued hereby. These
additional notes will be deemed to be part of the same
series as the notes offered hereby and will provide the
holders of these additional notes the right to vote

together with holders of the notes issued hereby.

Listing
We will file an application to list the notes on the New
York Stock Exchange. We expect that the notes will be
eligible for trading on the New York Stock Exchange

within 30 days after delivery of the notes.

Use of proceeds
We intend to use the proceeds from the sale of the notes

for general corporate purposes.

Risk factors
You should carefully consider all of the information in
this prospectus supplement and the attached prospectus,
which includes information incorporated by reference.
In particular, you should evaluate the specific factors
under "Risk Factors" beginning on page 3 of the
prospectus and on page 29 of our Annual Report on
Form 20-F for the fiscal year ended March 31, 2002,
which is incorporated by reference in this prospectus
supplement, for risks involved with an investment in the

notes.

Trustee and principal paying agent

Citibank, N.A.

Timing and delivery
We currently expect delivery of the notes to occur on or

about November 26, 2002.
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Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds (after deduction of underwriting discount and estimated offering expenses) from the
sale of the notes will be approximately $490,280,150. We intend to use the proceeds from the sale of the notes for general
corporate purposes.
TAXATION
This section supplements the discussion under "Certain U.S. Federal and U.K. Tax Considerations--U.S. Federal
Income Taxation--Debt Securities" in the attached prospectus relating to the notes.
The U.S. Federal income tax consequences of directly owning a note are generally described under "Certain U.S.
Federal and U.K. Tax Considerations--U.S. Federal Income Taxation--Debt Securities" in the attached prospectus
relating to the notes, except that (1) capital gain of a non-corporate U.S. holder will be taxed at 18%, if a note is held for
more than five years, (2) the "backup withholding" rate has been reduced to 30% for payments made in 2002 and 2003,
29% for payments made in 2004 and 2005 and 28% for payments made in 2006 and thereafter, and (3) the finalized
treasury regulations described in the attached prospectus relating to the notes are effective.
The U.K. income tax consequences of directly owning a note are generally described under "Certain U.S. Federal and
U.K. Tax Considerations -- U.S. Federal Income Taxation -- Debt Securities" in the attached prospectus, subject to the
comments set out below. The comments below are of a general nature based on U.K. law and practice. They do not
necessarily apply where the income is deemed for tax purposes to be the income of any other person. Any holders of notes
who are in doubt as to their own tax position should consult their professional advisor.

· So long as the notes continue to be listed on a recognized stock exchange within the meaning of section 841 Income
and Corporation Taxes Act 1988, the notes will qualify for the "Quoted Eurobond" exemption and payments of
interest may be made without withholding or deduction for or on account of U.K. income tax (including withholding
by paying and collecting agents). The exemption from withholding or deduction for or on account of U.K. income tax
applies so long as the notes qualify for the "Quoted Eurobond" exemption.

· Persons in the United Kingdom paying interest to or receiving interest on behalf of another person may be required
to provide certain information to the United Kingdom Inland Revenue regarding the identity of the payee or the
person entitled to the interest and, in certain circumstances, such information may be exchanged with tax authorities
in other countries.

· Holders of the notes should note that the provisions relating to additional amounts described under "Description of
Debt Securities We May Offer -- Payment of Additional Amounts" in the attached prospectus would not apply if the
Inland Revenue sought to assess directly the person entitled to the relevant interest to U.K. tax. However exemption
from, or reduction of, such U.K. tax liability might be available under an appropriate double taxation treaty.

· In relation to inheritance tax, since the notes are fully registered, if a register is maintained in the United Kingdom,
there may be a liability for inheritance tax.

· Since the publication of proposals in May 1998 by the European Commission regarding the taxation of income of
non-residents, the Council of the European Union has published a revised draft directive regarding the taxation of
savings income. It is proposed that, subject to a number of important conditions being met, Member States will be
required to provide to the tax authorities of another Member State details
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of payments of interest (or other similar income) paid by a person within its jurisdiction to an individual resident in
that other Member State, except that Belgium, Luxembourg and Austria will instead operate a withholding system for
a transitional period in relation to such payments. The proposed directive is not yet final, and may be subject to
further amendment.
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Table of Contents
UNDERWRITING
We have entered into an underwriting agreement and a pricing agreement with the underwriters listed below. Subject to
certain conditions, we have agreed to sell and each underwriter has severally agreed to purchase the principal amount of
notes indicated opposite such underwriter's name in the following table.

Principal Amount
Underwriters

of Notes

Banc of America Securities LLC

$247,500,000
J.P. Morgan Securities Inc.

$247,500,000

Total

$495,000,000

Notes sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the
cover of this prospectus. Any notes sold by the underwriters to securities dealers may be sold at a discount from the initial
public offering price of up to 0.50% of the principal amount of the notes. Any such securities dealers may resell any notes
purchased from the underwriters to certain other brokers or dealers at a discount from the initial public offering price of up
to 0.25% of the principal amount of the notes. If all the notes are not sold at the initial offering price, the underwriters may
change the offering price and the other selling terms.
The notes are new issues of securities with no established trading market. We have been advised by the underwriters
that the underwriters intend to make a market in the notes but they are not obligated to do so and may discontinue market
making at any time without notice. No assurance can be given as to the liquidity of the trading market for the notes.
Delivery of the notes will be made against payment on November 26, 2002. Trades of securities in the secondary
market generally are required to settle in three business days, referred to as T+3, unless the parties to a trade agree
otherwise. Accordingly, by virtue of the fact that the initial delivery of the notes will not be made on a T+3 basis, investors
who wish to trade the notes before a final settlement will be required to specify an alternative settlement cycle at the time
of any such trade to prevent a failed settlement.
In connection with the offering, the underwriters may purchase and sell notes in the open market. These transactions
may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve
the sale by the underwriters of a greater aggregate principal amount of notes than they are required to purchase in the
offering. Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in
the market prices of notes while the offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the other
underwriters a portion of the underwriting discount received by it because the underwriters have repurchased notes sold by
or for the account of this underwriter in stabilizing or short covering transactions.
These activities by the underwriters may stabilize, maintain or otherwise affect the market prices of notes. As a result,
the prices of notes may be higher than the prices that otherwise might exist in the open market. If these activities are
commenced, they may be discontinued by the underwriters at any time. These transactions may be effected in the
over-the-counter market or otherwise.
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In the ordinary course of their respective businesses the underwriters and their affiliates have engaged and may in the
future engage in various banking and financial services for and commercial transactions with us and our affiliates.
We estimate that our total allocable expenses of this offering, excluding the underwriters discount, will be
approximately $250,000.
We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.
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Application will be made to list the notes on the New York Stock Exchange. We expect that the notes will be eligible
for trading on the New York Stock Exchange within 30 days after delivery of the notes.
Each underwriter has agreed that, in connection with the distribution of the notes, directly or indirectly:

· it has not offered or sold and, prior to the expiry of the period of six months from the date of the issue of the notes,
will not offer or sell any such notes to persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in
the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;

· it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the
"FSMA") with respect to anything done by it in relation to the notes in, from or otherwise involving the United
Kingdom; and

· it has only communicated or caused to be communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA)
received by it in connection with the issue and sale of any notes in circumstances in which Section 21(1) of the FSMA
does not apply to Vodafone.
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No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in
this prospectus supplement or the attached prospectus. You must not rely on any unauthorized information or
representations. This prospectus supplement and the attached prospectus are an offer to sell only the notes offered hereby,
but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus
supplement and the attached prospectus is current only as of the date of this prospectus supplement.
TABLE OF CONTENTS
Prospectus Supplement

Page

Incorporation of Information Filed with the SEC

S-2
General Information

S-3
Description of Notes

S-4
Use of Proceeds

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Taxation

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Underwriting

S-9
Prospectus

Risk Factors

3
About This Prospectus

6
Where You Can Find More Information

6
Forward-Looking Statements

8
Vodafone

10
Ratio of Earnings to Fixed Charges and to Fixed Charges
and Preference Shares Dividends

12
Use of Proceeds

12
Legal Ownership

12
Description of Debt Securities We May Offer

15
Description of Warrants

29
Description of Preference Shares We May Offer

34
Clearance and Settlement

36
Certain U.S. Federal and U.K. Tax Considerations

40
Plan of Distribution

46
Validity of Securities

46
Experts

47
Enforceability of Certain Civil Liberties

48
$495,000,000
Vodafone Group Plc
6.25% Notes due 2032
PROSPECTUS SUPPLEMENT
Joint Book-Runners
Banc of America Securities LLC
JPMorgan
Prospectus Supplement dated November 19, 2002
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