Bond Vodafone Group Ltd 4.375% ( US92857WBD11 ) in USD

Vodafone Group Ltd

100 % ▲

United Kingdom

US92857WBD11 ( in USD )

4.375% per year ( payment 2 times a year)

18/02/2043

Prospectus brochure of the bond Vodafone Group PLC US92857WBD11 en USD 4.375%, maturity 18/02/2043

1 000 USD

1 400 000 000 USD

92857WBD1

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

19/02/2026 ( In 11 days )

Vodafone Group Plc is a British multinational telecommunications company headquartered in London, providing mobile and fixed-line telephony, broadband, and digital television services in many countries across Europe, Africa, Asia, and Oceania.

This financial obligation, issued by Vodafone Group PLC, a major global telecommunications provider headquartered in the United Kingdom with extensive operations across Europe, Africa, and beyond, is precisely identified by its ISIN US92857WBD11 and CUSIP 92857WBD1, currently trades at 100% of its par value in USD, offers an annual interest rate of 4.375% on a total issue size of $1,400,000,000, allows for a minimum acquisition of $1,000, and is set to mature on February 18, 2043, with interest payments distributed biannually, while its creditworthiness is independently rated BBB by Standard & Poor's and Baa2 by Moody's.

424B2 1 a2212848z424b2.htm 424B2
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TABLE OF CONTENTS
TABLE OF CONTENTS2
Table of Contents
CALCULATION OF REGISTRATION FEE

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

0.900% Notes due February 2016

$900,000,000

$122,760

1.500% Notes due February 2018

$1,400,000,000

$190,960

2.950% Notes due February 2023

$1,600,000,000

$218,240

4.375% Notes due February 2043

$1,400,000,000

$190,960

Floating Rate Notes due February 2016

$700,000,000

$95,480

(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
$6,000,000,000
VODAFONE GROUP PUBLIC LIMITED COMPANY
$900,000,000 0.900% NOTES DUE FEBRUARY 2016
$1,400,000,000 1.500% NOTES DUE FEBRUARY 2018
$1,600,000,000 2.950% NOTES DUE FEBRUARY 2023
$1,400,000,000 4.375% NOTES DUE FEBRUARY 2043
$700,000,000 FLOATING RATE NOTES DUE FEBRUARY 2016
The Notes offered by this prospectus supplement comprise the $900,000,000 0.900% Notes due February 2016 (the "Tranche 1 Notes"), the $1,400,000,000 1.500% Notes due
February 2018 (the "Tranche 2 Notes"), the $1,600,000,000 2.950% Notes due February 2023 (the "Tranche 3 Notes"), the $1,400,000,000 4.375% Notes due February 2043 (the "Tranche 4
Notes" and, together with the Tranche 1 Notes, the Tranche 2 Notes and the Tranche 3 Notes, the "Fixed Rate Notes"), and the $700,000,000 Floating Rate Notes due February 2016 (the
"Tranche 5 Notes" or the "Floating Rate Notes," and together with the Fixed Rate Notes, the "Notes"). Interest will be payable, with respect to the Tranche 1 Notes, semi-annually on
February 19 and August 19 of each year, commencing August 19, 2013 up to and including February 19, 2016, the maturity date for the Tranche 1 Notes, subject to the applicable business day
convention, and, with respect to the Tranche 2 Notes, semi-annually on February 19 and August 19 of each year, commencing August 19, 2013 up to and including February 19, 2018, the
maturity date for the Tranche 2 Notes, subject to the applicable business day convention, and, with respect to the Tranche 3 Notes, semi-annually on February 19 and August 19 of each year,
commencing August 19, 2013 up to and including February 19, 2023, the maturity date for the Tranche 3 Notes, subject to the applicable business day convention and, with respect to the
Tranche 4 Notes, semi-annually on February 19 and August 19 of each year, commencing August 19, 2013 up to and including February 19, 2043, the maturity date for the Tranche 4 Notes,
subject to the applicable business day convention, and, with respect to the Tranche 5 Notes, quarterly on February 19, May 19, August 19 and November 19 of each year, commencing May 19,
2013 up to and including February 19, 2016, the maturity date for the Tranche 5 Notes, subject to the applicable business day convention. We will repay the Tranche 1 Notes on February 19,
2016, the Tranche 2 Notes on February 19, 2018, the Tranche 3 Notes on February 19, 2023, the Tranche 4 Notes on February 19, 2043 and the Tranche 5 Notes on February 19, 2016, 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 Fixed Rate 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.
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See "Risk Factors" beginning on page 5 of the accompanying prospectus and "Principal risk factors and uncertainties" beginning on page 51 of our Annual Report on
Form 20-F for the fiscal year ended March 31, 2012, 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.
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

99.888%
0.051875%
99.836125%
Total for the Tranche 1 Notes

$898,992,000
$466,875
$898,525,125
Per Tranche 2 Note

99.540%
0.150%
99.390%
Total for the Tranche 2 Notes

$1,393,560,000
$2,100,000
$1,391,460,000
Per Tranche 3 Note

99.537%
0.249375%
99.287625%
Total for the Tranche 3 Notes

$1,592,592,000
$3,990,000
$1,588,602,000
Per Tranche 4 Note

98.716%
0.690%
98.026%
Total for the Tranche 4 Notes

$1,382,024,000
$9,660,000
$1,372,364,000
Per Tranche 5 Note

100%
0.051875%
99.948125%
Total for the Tranche 5 Notes

$700,000,000
$363,125
$699,636,875
(1)
Plus accrued interest, if any, from and including February 19, 2013 to the date the Notes are delivered to investors.
(2)
See "Underwriting" beginning on page S-11 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 February 19, 2013. The clearing and settlement system will be the book-entry system operated by DTC.
Barclays
HSBC
J.P. Morgan
Mitsubishi UFJ

Morgan Stanley
Securities
Prospectus Supplement dated February 11, 2013.
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
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contain important information about Vodafone and its financial condition. We incorporate by reference in this prospectus supplement and the attached
prospectus the following documents:
Vodafone SEC Filings (File N. 001-10086)

Period
Annual Report on Form 20-F
Year ended March 31, 2012
Report on Form 6-K
Interim Management Statement for the three months ended June 30, 2012, filed July 26, 2012
Report on Form 6-K
Half Year Report for the six months ended September 30, 2012, filed November 19, 2012
Report on Form 6-K
Interim Management Statement for the nine months ended December 31, 2012, filed February 7,
2013
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.
S-2
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 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.
This prospectus supplement and the accompanying prospectus is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom; (ii) persons in the United Kingdom who have professional experience in matters related to investments and who are investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United
Kingdom (the "Order"); (iii) persons who fall within Article 49(2)(a) to (d) of the Order; and (iv) any other persons to whom this prospectus supplement
and the accompanying prospectus may otherwise lawfully be directed (all such persons together being referred to as "relevant persons"). The Notes are
only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or rely on this prospectus supplement and the accompanying prospectus or any of its
contents.
Vodafone's headquarters are located at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.
S-3
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
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"Description of the Debt Securities We May Offer" in the accompanying prospectus.

0.900% Notes due February 2016

Maturity date
We will repay the Tranche 1 Notes on February 19, 2016 at 100% of their principal amount plus accrued
and unpaid interest.
Issue date
February 19, 2013.
Issue price
99.888% of the principal amount, plus accrued interest, if any, from and including February 19, 2013 to
the date the Tranche 1 Notes are delivered to investors.
Interest rate
0.900% per annum.
Interest payment dates
Semi-annually on February 19 and August 19 of each year, commencing August 19, 2013 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 10 basis points.
1.500% Notes due February 2018

Maturity date
We will repay the Tranche 2 Notes on February 19, 2018 at 100% of their principal amount plus accrued
and unpaid interest.
Issue date
February 19, 2013
Issue price
99.540% of the principal amount, plus accrued interest, if any, from and including February 19, 2013 to
the date the Tranche 2 Notes are delivered to investors.
Interest rate
1.500% per annum.
Interest payment dates
Semi-annually on February 19 and August 19 of each year, commencing August 19, 2013 up to and
including the maturity date for the Tranche 2 Notes, subject to the applicable business day convention.
S-4
Table of Contents

Business day convention
Following, Unadjusted.
Day count fraction
30/360.
Optional make-whole redemption
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 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 12.5 basis points.
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2.950% Notes due February 2023

Maturity date
We will repay the Tranche 3 Notes on February 19, 2023 at 100% of their principal amount plus accrued
and unpaid interest.
Issue date
February 19, 2013.
Issue price
99.537% of the principal amount, plus accrued interest, if any, from and including February 19, 2013 to
the date the Tranche 3 Notes are delivered to investors.
Interest rate
2.950% per annum.
Interest payment dates
Semi-annually on February 19 and August 19 of each year, commencing August 19, 2013 up to and
including the maturity date for the Tranche 3 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 3 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.
S-5
Table of Contents

4.375% Notes due February 2043

Maturity date
We will repay the Tranche 4 Notes on February 19, 2043 at 100% of their principal amount plus accrued
and unpaid interest.
Issue date
February 19, 2013.
Issue price
98.716% of the principal amount, plus accrued interest, if any, from and including February 19, 2013 to
the date the Tranche 4 Notes are delivered to investors.
Interest rate
4.375% per annum.
Interest payment dates
Semi-annually on February 19 and August 19 of each year, commencing August 19, 2013 up to and
including the maturity date for the Tranche 4 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 4 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 20 basis points.
Floating Rate Notes due February 2016

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Maturity date
We will repay the Tranche 5 Notes on February 19, 2016 at 100% of their principal amount plus accrued
and unpaid interest.
Issue date
February 19, 2013.
Issue price
100% of the principal amount, plus accrued interest, if any, from February 19, 2013.
Interest rate
The interest rate for the period from February 19, 2013 to, but excluding, the first interest reset date will
be the initial base rate, as adjusted by adding the spread. Thereafter, the interest rate will be the base rate,
as adjusted by adding the spread. The interest rate will be reset quarterly on each interest reset date.
Initial base rate
Three-month U.S. dollar LIBOR, as determined on February 19, 2013.
Base rate
Three-month U.S. dollar LIBOR.
Spread
Plus 0.385%.
S-6
Table of Contents

Interest

payment
Quarterly on February 19, May 19, August 19 and November 19 of each year, commencing May 19, 2013, up to and including the
dates
maturity date for the Tranche 5 Notes, subject to the applicable business day convention.
Interest reset Starting with the interest period scheduled to commence on May 19, 2013, the interest reset date for each interest period will be the first
dates
day of such interest period, subject to the applicable business day convention.
Interest

determination
The interest determination date relating to a particular interest reset date will be the second London business day preceding such
date
interest reset date.
Business day
convention
Modified following.
Day count

fraction
Actual/360 (ISDA).
Calculation

agent
The Bank of New York Mellon, acting through its London branch, or its successor appointed by the Issuer.
The

following
terms apply
to each
tranche of
the Notes:

Business

days
For the Fixed Rate Notes, New York; for the Floating Rate Notes, London and New York.
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 of
record dates
business on the Clearing System Business Day prior to the date for payment, where "Clearing System Business Day" means Monday to
for interest
Friday, inclusive, except December 25 and January 1. The regular record date for interest on debt securities that are 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 required
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additional
on payments to non-U.K. investors, we will pay additional amounts on those payments to the extent described under "Description of
amounts
Debt Securities We May Offer -- Payment of Additional Amounts" in the accompanying prospectus.
Optional tax 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
redemption
final term sheet 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 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.
S-7
Table of Contents

Adjusted treasury rate
"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
"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
"Comparable treasury price" means, with respect to any redemption date, the average of the reference
treasury dealer quotations for such redemption date.
Quotation agent
"Quotation agent" means the reference treasury dealer appointed by the Issuer.
Reference treasury dealer
"Reference treasury dealer" means any primary U.S. government securities dealer in New York City
selected by the Issuer.
Reference treasury dealer quotations
"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.
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 51 of our Annual Report on Form 20-F for the fiscal
year ended March 31, 2012 for risks involved with an investment in the Notes.
S-8
Table of Contents

Trustee, calculation agent 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 February 19, 2013.
Underwriters
Barclays Capital Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Mitsubishi UFJ Securities
(USA), Inc., and Morgan Stanley & Co. LLC.
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S-9
Table of Contents
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 $5,950,588,000. We intend to use the net proceeds from the sale of the Notes for general corporate purposes.
S-10
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
Principal
Principal
Principal
Principal
Amount of
Amount of
Amount of
Amount of
Amount of
Tranche 1
Tranche 2
Tranche 3
Tranche 4
Tranche 5
Underwriter

Notes

Notes

Notes

Notes

Notes

Barclays Capital Inc.
$180,000,000
$280,000,000
$320,000,000
$280,000,000 $140,000,000
HSBC Securities (USA) Inc.
$180,000,000
$280,000,000
$320,000,000
$280,000,000 $140,000,000
J.P. Morgan Securities LLC
$180,000,000
$280,000,000
$320,000,000
$280,000,000 $140,000,000
Mitsubishi UFJ Securities
(USA), Inc.
$180,000,000
$280,000,000
$320,000,000
$280,000,000 $140,000,000
Morgan Stanley & Co. LLC
$180,000,000
$280,000,000
$320,000,000
$280,000,000 $140,000,000

Total
$900,000,000 $1,400,000,000 $1,600,000,000 $1,400,000,000 $700,000,000

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 0.030% of the principal
amount of the Tranche 1 Notes, 0.100% of the principal amount of the Tranche 2 Notes, 0.150% of the principal amount of the Tranche 3 Notes, 0.400%
of the principal amount of the Tranche 4 Notes and 0.030% of the principal amount of the Tranche 5 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 0.015% of the principal
amount of the Tranche 1 Notes, 0.025% of the principal amount of the Tranche 2 Notes, 0.100% of the principal amount of the Tranche 3 Notes, 0.200%
of the principal amount of the Tranche 4 Notes and 0.015% of the principal amount of the Tranche 5 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 of the 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.
Delivery of the Notes will be made against payment on February 19, 2013. 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
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higher than the prices that otherwise might exist in the open market. If these
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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.
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 $333,000.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the U.S. Securities Act of 1933.
Each of the underwriters has severally represented and warranted the following:
1)
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State"), each Underwriter represented and agreed that with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and
will not make an offer of Designated Securities which are the subject of the offering contemplated by the Prospectus as
completed by the final terms in relation thereto to the public in that Relevant Member State except that it may, with effect from
and including the Relevant Implementation Date, make an offer of Designated Securities to the public in that Relevant Member
State:
(a)
if the final terms in relation to the Designated Securities specify that an offer of those Designated Securities may be made
other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a "Non-exempt Offer"),
following the date of publication of a prospectus in relation to such Designated Securities which has been approved by the
competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State
and notified to the competent authority in that Relevant Member State, provided that any such prospectus has
subsequently been completed by the final terms contemplating such Non-exempt Offer, in accordance with the
Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as
applicable;
(b)
at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(c)
at any time to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD
Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive)
as permitted under the Prospectus Directive subject to obtaining the prior consent of the relevant Underwriter or
Underwriters nominated by the Company for any such offer; or
(d)
at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Designated Securities referred to in (b) to (d) above shall require the Company or any Underwriter
to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive.
For the purposes of this provision, the expression an "offer of Designated Securities to the public" in relation to any Designated
Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and the Designated Securities to be offered so as to enable an investor to decide to purchase or subscribe
the Designated Securities, as the same may be varied in that Member State by any measure implementing the Prospectus
Directive in that Member State, the expression "Prospectus Directive" means Directive
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2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant
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Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.
2)
Each Underwriter represented, warranted and agreed that, in connection with the distribution of the Designated Securities:
(a)
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in
relation to the Designated Securities in, from or otherwise involving the United Kingdom; and
(b)
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 or sale of any Designated Securities in circumstances in which Section 21(1) of the FSMA
does not apply to the Company.
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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.
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PROSPECTUS
VODAFONE GROUP PUBLIC LIMITED COMPANY
DEBT SECURITIES
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
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