Bond Vodafone Plc 2.875% ( US92857WAW01 ) in USD

Vodafone Plc

100 % ⇌

United Kingdom

US92857WAW01 ( in USD )

2.875% per year ( payment 2 times a year)

16/03/2016 - Bond has expired

Prospectus brochure of the bond Vodafone Group US92857WAW01 in USD 2.875%, expired

1 000 USD

600 000 000 USD

92857WAW0

A- ( Upper medium grade - Investment-grade )

Vodafone Group is a British multinational telecommunications company providing mobile and fixed line services, as well as broadband and internet access, across numerous countries globally.

The Bond issued by Vodafone Plc ( United Kingdom ) , in USD, with the ISIN code US92857WAW01, pays a coupon of 2.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/03/2016

The Bond issued by Vodafone Plc ( United Kingdom ) , in USD, with the ISIN code US92857WAW01, was rated NR by Moody's credit rating agency.

The Bond issued by Vodafone Plc ( United Kingdom ) , in USD, with the ISIN code US92857WAW01, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE CHART

Amount of
Title of Each Class of Securities Offered
Amount to be Registered
Registration Fee(1)

2.875% Notes due March 2016

$600,000,000

$69,660

4.375% Notes due March 2021

$500,000,000

$58,050

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-168347
Prospectus Supplement to Prospectus dated July 28, 2010
$1,100,000,000
VODAFONE GROUP PUBLIC LIMITED COMPANY
$600,000,000 2.875% NOTES DUE MARCH 2016
$500,000,000 4.375% NOTES DUE MARCH 2021
The Notes offered by this prospectus supplement comprise the $600,000,000 2.875% Notes due March 2016 (the "Tranche 1 Notes") and the
$500,000,000 4.375% Notes due March 2021 (the "Tranche 2 Notes" and, together with the Tranche 1 Notes, the "Notes"). Interest will be payable,
with respect to the Tranche 1 Notes, semi-annually on March 16 and September 16 of each year, commencing September 16, 2011 up to and
including March 16, 2016, the maturity date for the Tranche 1 Notes, and, with respect to the Tranche 2 Notes, semi-annually on March 16 and
September 16 of each year, commencing September 16, 2011 up to and including March 16, 2021, the maturity date for the Tranche 2 Notes,
subject to the applicable business day convention. We will repay the Tranche 1 Notes on March 16, 2016 and the Tranche 2 Notes on March 16,
2021, in each case at 100% of their principal amount plus accrued and unpaid interest. 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 any tranche of the Notes, in whole but not in part, at any time at 100% of their principal amount plus accrued interest upon
the occurrence of certain tax events described in this prospectus supplement and the accompanying prospectus. In addition, we may redeem any
tranche of the Notes, in whole or in part, at any time at 100% of the principal amount plus accrued interest plus a make-whole amount as described
herein.
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.
See "Risk Factors" beginning on page 5 of the accompanying prospectus and "Principal risk factors and uncertainties" beginning on
page 38 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2010, which is incorporated by reference in this prospectus
supplement and the accompanying prospectus, to read about factors you should consider before investing in the Notes.
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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 accompanying prospectus.
Any representation to the contrary is a criminal offense.
Underwriting
Discounts and
Proceeds,

Price to Public(1)

Commissions

Before Expenses(2)

Per Tranche 1 Note

99.506%
0.18%
99.326%
Total for Tranche 1 Notes

$
597,036,000
$
1,080,000
$
595,956,000
Per Tranche 2 Note

99.288%
0.25%
99.038%
Total for Tranche 2 Notes

$
496,440,000
$
1,250,000
$
495,190,000
(1)
Plus accrued interest, if any, from and including March 16, 2011 to the date the Notes are delivered to investors.
(2)
See "Underwriting" beginning on page S-8 of this prospectus supplement.
The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company, referred to
herein as DTC, against payment in New York, New York, on or about March 16, 2011. The clearing and settlement system will be the book-entry
system operated by DTC.

Barclays Capital

BNP PARIBAS

Mizuho Securities USA Inc.
Morgan Stanley
Prospectus Supplement dated March 9, 2011.
Table of Contents
Unless otherwise stated in this prospectus supplement or the accompanying prospectus or unless the context otherwise requires, references
in this prospectus supplement or the accompanying 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 accompanying 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
accompanying prospectus.
The information that we incorporate by reference is an important part of this prospectus supplement and the accompanying prospectus.
We incorporate by reference in this prospectus supplement and the accompanying prospectus the documents described in "Where You Can
Find More Information" in the accompanying 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 accompanying 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. We incorporate by reference in this prospectus supplement and the
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attached prospectus the following documents:
Vodafone SEC Filings (File N. 001-10086)

Period
Annual Report on Form 20-F
Year ended March 31, 2010
Report on Form 6-K
Six months ended September 30, 2010
Report on Form 6-K
Three months ended December 31, 2010
You should read "Where You Can Find More Information" in the accompanying prospectus for information on how to obtain the documents
incorporated by reference or other information relating to Vodafone.
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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 accompanying prospectus, and, if given or made, such information must not be relied upon as having been
authorized. This prospectus supplement and the accompanying 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 accompanying 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 accompanying prospectus is correct as of any
time subsequent to its date.
The distribution of this prospectus supplement and the accompanying 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 accompanying prospectus come are
required by us and the underwriters to inform themselves about and to observe any such restrictions.
To the extent that the offer of the Notes is made in any EEA Member State that has implemented Directive 2003/71/EC (together with any
applicable implementing measures in any Member State, the "Prospectus Directive") before the date of publication of an approved prospectus in
relation to such Notes which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or,
where appropriate, published in accordance with the Prospectus Directive and notified to the competent authority in that Member State in
accordance with the Prospectus Directive), the offer (including any offer pursuant to this document) is only addressed to qualified investors in that
Member State within the meaning of the Prospectus Directive or has been or will be made otherwise in circumstances that do not require us to
publish a prospectus pursuant to the Prospectus Directive.
Vodafone's headquarters are located at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.
S-3
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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 the Debt Securities We May Offer" in the accompanying prospectus.

2.875% Notes due March 2016

Maturity date
We will repay the Tranche 1 Notes on March 16, 2016 at 100% of their principal amount plus accrued
and unpaid interest.
Issue date
March 16, 2011.
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Issue price
99.506% of the principal amount, plus accrued interest, if any, from and including March 16, 2011 to
the date the Tranche 1 Notes are delivered to investors.
Interest rate
2.875% per annum.
Interest payment dates
Semi-annually on March 16 and September 16 of each year, commencing September 16, 2011 up to
and including the maturity date for the Tranche 1 Notes, subject to the applicable business day
convention.
Business day convention
Following, Unadjusted.
Day count fraction
30/360.
Optional make-whole redemption
We have the right to redeem the Tranche 1 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 such 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 such 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 15 basis points.
4.375% Notes due March 2021

Maturity date
We will repay the Tranche 2 Notes on March 16, 2021 at 100% of their principal amount plus accrued
and unpaid interest.
Issue date
March 16, 2011.
Issue price
99.288% of the principal amount, plus accrued interest, if any, from and including March 16, 2011 to
the date the Tranche 2 Notes are delivered to investors.
Interest rate
4.375% per annum.
Interest payment dates
Semi-annually on March 16 and September 16 of each year, commencing September 16, 2011 up to
and including the maturity date for the Tranche 2 Notes, subject to the applicable business day
convention.
Business day convention
Following, Unadjusted.
S-4
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Day count 30/360.
fraction
Optional
We have the right to redeem the Tranche 2 Notes, in whole or in part, at any time and from time to time at a redemption price equal
make-
to the greater of (1) 100% of the principal amount of such Notes plus accrued interest to the date of redemption and (2) as determined
whole
by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such Notes
redemption
(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.
The

following
terms
apply to
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each of
the Notes:
Business
New York.
days
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.
Regular
With respect to each interest payment date, the regular record date for interest on global securities in registered form will be the close
record
of business on the Clearing System Business Day prior to the date for payment, where "Clearing System Business Day" means
dates for
Monday to Friday, inclusive, except December 25 and January 1. The regular record date for interest on debt securities that are
interest
represented by physical certificates will be the date that is 15 calendar days prior to such date, whether or not such date is a business
day.
Payment of We intend to make all payments on the Notes without deducting United Kingdom (U.K.) withholding taxes. If any deduction is
additional
required on payments to non-U.K. investors, we will pay additional amounts on those payments to the extent described under
amounts
"Description of Debt Securities We May Offer--Payment of Additional Amounts" in the accompanying prospectus.
Optional
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 the
tax
final term sheet in U.K. withholding tax requirements, a merger or consolidation with another entity or a sale or lease of substantially
redemption
all our assets and other limited circumstances described under "Description of Debt Securities We May Offer--Payment of
Additional Amounts" in the accompanying prospectus. In that event, we may redeem the Notes in whole but not in part on any
interest payment date, at a price equal to 100% of their principal amount plus accrued interest to the date fixed for redemption.
Adjusted
"Adjusted treasury rate" means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to
treasury
maturity of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its
rate
principal amount) equal to the comparable treasury price for such redemption date.
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"Comparable treasury issue" means the U.S. Treasury security selected by the quotation agent as
having a maturity comparable to the remaining term of such 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.
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 net proceeds from the sale of the Notes for general corporate purposes.
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Risk factors
You should carefully consider all of the information in this prospectus supplement and the
accompanying prospectus, which includes information incorporated by reference. In particular, you
should evaluate the specific factors under "Risk Factors" beginning on page 5 of the accompanying
prospectus and "Principal risk factors and uncertainties" beginning on page 38 of our Annual Report on
Form 20-F for the fiscal year ended March 31, 2010 for risks involved with an investment in the
Notes.
Trustee and principal paying agent
The Bank of New York Mellon.
Timing and delivery
We currently expect delivery of the Notes to occur on or about March 16, 2011.
Underwriters
Barclays Capital Inc., BNP Paribas Securities Corp., Mizuho Securities USA Inc. and Morgan
Stanley & Co. Incorporated.
S-6
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USE OF PROCEEDS
We estimate that the net proceeds (after underwriting discounts and commissions but before expenses) from the sale of the Notes will be
approximately $1,091,146,000. We intend to use the net proceeds from the sale of the Notes for general corporate purposes.
S-7
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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 of
Principal Amount of
Underwriter

Tranche 1 Notes

Tranche 2 Notes

Barclays Capital Inc.
$
150,000,000 $
125,000,000
BNP Paribas Securities Corp.
$
150,000,000 $
125,000,000
Mizuho Securities USA Inc.
$
150,000,000 $
125,000,000
Morgan Stanley & Co. Incorporated
$
150,000,000 $
125,000,000

Total
$
600,000,000 $
500,000,000

The underwriters are committed to take and pay for all of the Notes being offered, if any are taken. The sale of the Notes to the public by the
underwriters is subject to the receipt and acceptance of, and the underwriters' right to reject, any order, in whole or in part.
Notes sold by the underwriters to the public will initially be offered at the initial public offering prices set forth on the cover of this
prospectus supplement. The underwriters may sell Notes to securities dealers at a discount from the initial public offering price of up to 0.100% of
the principal amount of the Tranche 1 Notes and 0.150% of the principal amount of the Tranche 2 Notes. These securities dealers may resell any
Notes purchased from the underwriters to other brokers or dealers at a discount from the initial public offering price of up to 0.100% of the
principal amount of the Tranche 1 Notes and 0.125% of the principal amount of the Tranche 2 Notes. If all the Notes of a tranche are not sold at the
initial offering price, the underwriters may change the offering price and the other selling terms of such tranche of Notes.
The Notes are new issues of securities with no established trading market. 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. 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.
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Delivery of the Notes will be made against payment on March 16, 2011. 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 underwriters a portion of the underwriting discount received by it
because the representatives have repurchased notes sold by or for the account of such 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 for which they received or will receive customary
fees and expenses.
We estimate that our total allocable expenses (which consist of, among other fees, legal fees and expenses, accounting fees and expenses and
printing expenses) for this offering, excluding underwriting discounts, will be approximately $432,000.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.
S-9
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VALIDITY OF SECURITIES
The validity of the Notes will be passed upon for us by Linklaters LLP as to certain matters of English law and New York law. The validity
of the Notes will be passed upon for the underwriters by Cleary Gottlieb Steen & Hamilton LLP as to certain matters of New York law.
S-10
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PROSPECTUS
VODAFONE GROUP PUBLIC LIMITED COMPANY
DEBT SECURITIES
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WARRANTS
PREFERENCE SHARES
ORDINARY SHARES
We may offer and sell debt securities, warrants, preference shares or ordinary shares from time to time. We may issue our preference shares
and ordinary shares in the form of American Depositary Shares. Each time we sell any of the securities described in this prospectus, we will
provide one or more supplements to this prospectus that will contain specific information about those securities and their offering. You should read
this prospectus and any applicable prospectus supplement(s) carefully before you invest.
We may sell these securities to or through underwriters and also to other purchasers or through agents. The names of any underwriters or
agents will be stated in an accompanying prospectus supplement.
Investing in these securities involves certain risks. See "Risk Factors" on page 5.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated July 28, 2010
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUMMARY

3

RISK FACTORS
5

ABOUT THIS PROSPECTUS
7

WHERE YOU CAN FIND MORE INFORMATION
7

FORWARD-LOOKING STATEMENTS
9

VODAFONE
12

CAPITALIZATION AND INDEBTEDNESS
13

USE OF PROCEEDS
15

DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
16

DESCRIPTION OF WARRANTS WE MAY OFFER
35

DESCRIPTION OF PREFERENCE SHARES WE MAY OFFER
41

LEGAL OWNERSHIP
43

CLEARANCE AND SETTLEMENT
46

TAXATION
50

PLAN OF DISTRIBUTION
66
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VALIDITY OF SECURITIES
68

EXPERTS
68

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
68
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus or incorporated by reference into this prospectus as further
described below under "Where You Can Find More Information". This summary does not contain all the information that you should consider
before investing in the securities being offered by this prospectus. You should carefully read the entire prospectus, the documents incorporated by
reference into this prospectus and the final term sheet, if any, and the prospectus supplement relating to the particular securities being offered.
Vodafone
Vodafone Group Plc is one of the world's largest mobile telecommunications companies by revenue, with a significant presence in Europe,
Africa, Central Europe, Asia Pacific, the Middle East and in the United States through the Group's subsidiary undertakings, associated
undertakings and investments. The Group also has arrangements to market certain of its services in additional territories, through "Partnership
Agreements", without the need for equity investment. The Group provides a wide range of telecommunications services, including voice and data
telecommunications. The Group's ordinary shares are listed on the London Stock Exchange and the Group's American Depositary Shares are listed
on the NASDAQ Global Select Market. The Group had a total market capitalization of approximately £73.3 billion at June 30, 2010, making it the
second largest company in the Financial Times Stock Exchange 100 index, or FTSE 100, and the twenty-sixth largest company in the world based
on market capitalization at that date.
The Group's principal executive office is located at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England, and its
telephone number is (011 44) 1635 33251. You can find a more detailed description of the Group's business and recent transactions in Vodafone
Group Plc's Annual Report on Form 20-F, which is incorporated by reference in this prospectus. The Form 20-F also presents an unaudited ratio of
earnings to fixed charges for the Group's last five fiscal years.
The Securities We Are Offering
We may offer any of the following securities from time to time:
·
debt securities;
·
warrants; and
·
preference shares.
When we use the term "securities" in this prospectus, we mean any of the securities we may offer with this prospectus. This prospectus,
including this summary, describes the general terms that may apply to the securities; the specific terms of any particular securities that we may
offer will be described in the final term sheet, if any, and the prospectus supplement.
Debt Securities
We may offer fixed rate debt securities, floating rate debt securities, original issue discount debt securities and indexed debt securities. For
any particular debt securities we may offer, the applicable final term sheet, if any, and the applicable prospectus supplement will describe the title
of the debt securities, the aggregate principal or face amount and the purchase price; the stated maturity; the amount or manner of calculating the
amount payable at maturity; the rate or manner of calculating the rate and the payment dates for interest, if any; the redemption or repurchase
terms; and any other specific terms. The debt securities will be issued pursuant to an indenture entered into between us and The Bank of New
York Mellon which acts as trustee.
Warrants
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We may offer warrants to purchase our debt securities, preference shares or ordinary shares. For any particular warrants we may offer, the
applicable final term sheet, if any, and the applicable prospectus supplement will describe the initial offering price; the title, aggregate principal
amount and terms of the debt securities or the
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designation and terms of the equity securities that may be purchased upon exercise of the warrants; the expiration date; the exercise price or the
manner of determining the exercise price; and any other specific terms.
Preference Shares
We may offer preference shares. For any particular preference shares we may offer, the applicable final term sheet, if any, and the applicable
prospectus supplement will describe the specific designation; the aggregate number of shares offered; the rate and periods, or manner of calculating
the rate and periods, for dividends, if any; whether or not dividends will be cumulative; the stated value and liquidation preference amount, if any;
the voting rights, if any; the terms on which the series will be convertible into or exercisable or exchangeable for stock of any other class, if any;
the redemption or repurchase terms, if any; and any other specific terms.
Form of Securities
The securities of a series may be offered in the form of one or more global certificates in bearer or registered form that will be deposited
with a depositary, such as The Depository Trust Company, Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme
("Clearstream, Luxembourg"), as specified in the applicable final term sheet, if any, and the applicable prospectus supplement.
Listing
If any securities are to be listed or quoted on a securities exchange or quotation system, the applicable prospectus supplement will say so.
Use of Proceeds
Unless otherwise indicated in an accompanying prospectus supplement, we will use the net proceeds from the sale of the securities for
general corporate purposes.
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RISK FACTORS
An investment in the securities involves significant risk. Accordingly, you should consider carefully all of the information set forth in, or
incorporated by reference into, this prospectus before you decide to invest in the securities. We incorporate by reference the risk factors set forth
under the caption "Principal risk factors and uncertainties" in our Annual Report on Form 20-F for the year ended March 31, 2010.
Risks Associated with the Securities
We may, under the terms of the indenture, carry out an internal reorganization of Vodafone. The indenture relating to the debt securities
permits us to effect an internal reorganization without the consent of holders of our debt securities, even if this affects the credit rating of the
debt securities or gives us the option to redeem the notes.
Under the indenture, if we transfer our assets to another entity, that entity would be required either to assume the obligations of Vodafone
under the debt securities or to provide a full and unconditional guarantee of those obligations. If a guarantee were to be provided, the original
issuer (Vodafone) would have no assets other than a receivable from the guarantor in the amount of the debt securities and thus no ability to
http://www.sec.gov/Archives/edgar/data/839923/000104746911002027/a2202598z424b2.htm[3/11/2011 3:41:58 PM]

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