Bond Vodafone Plc 4.25% ( US92857WBU36 ) in USD

Issuer Vodafone Plc
Market price refresh price now   79.065 %  ▼ 
Country  United Kingdom
ISIN code  US92857WBU36 ( in USD )
Interest rate 4.25% per year ( payment 2 times a year)
Maturity 16/09/2050



Prospectus brochure of the bond Vodafone Group US92857WBU36 en USD 4.25%, maturity 16/09/2050


Minimal amount /
Total amount /
Cusip 92857WBU3
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Next Coupon 17/03/2026 ( In 91 days )
Detailed description 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 US92857WBU36, pays a coupon of 4.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/09/2050

The Bond issued by Vodafone Plc ( United Kingdom ) , in USD, with the ISIN code US92857WBU36, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Vodafone Plc ( United Kingdom ) , in USD, with the ISIN code US92857WBU36, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B2 1 a2239650z424b2.htm 424B2
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS 2
Table of Contents
CALCULATION OF REGISTRATION FEE



Title of Each Class of
Amount to be
Amount of Registration
Securities Offered

registered

Fee(1)

4.25% Notes due 2050

$1,500,000,000
$181,800

(1)
Calculated in accordance with Rule 457(r) of the Securities Act, of 1933.
Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-219583
Prospectus Supplement to Prospectus dated July 31, 2017
$1,500,000,000
VODAFONE GROUP PLC
$1,500,000,000 4.25% NOTES DUE 2050
The Notes offered by this prospectus supplement comprise the $1,500,000,000 4.25% Notes due September 17, 2050 (the "Notes"). Interest will be
payable, with respect to the Notes, semi-annually on March 17 and September 17 of each year, commencing March 17, 2020 up to and including
September 17, 2050, the maturity date for the Notes, subject to the applicable business day convention. We will repay the Notes on September 17, 2050
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 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 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.
Furthermore, upon the occurrence of a Change of Control Put Event (as defined in the accompanying prospectus), the holder of a Note will have the
option to require us to redeem or, at our option, purchase (or procure the purchase of) such Note, at an optional redemption amount equal to 101% of
the aggregate principal amount of such Note, plus accrued and unpaid interest on such Note to the date of redemption. See "Description of Notes--
Redemption or Repurchase Following a Change of Control" for more information.
We intend to use the net proceeds from this offering for general corporate purposes, including refinancing upcoming maturities.
Application will be made to list the Notes on the Nasdaq Global Market. We expect that the Notes will be eligible for trading on the Nasdaq Global
Market within 30 days after delivery.
See "Risk Factors" beginning on page S-3 of this prospectus supplement, "Risk Factors" beginning on page 6 of the prospectus and "Principal risk
https://www.sec.gov/Archives/edgar/data/839923/000104746919005177/a2239650z424b2.htm[9/12/2019 3:41:07 PM]


factors and uncertainties" beginning on page 44 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2019, which are 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
Proceeds, Before

Price to Public(1)
Discounts

Expenses

Per Note

99.624%
0.75%
98.874%
Total for the Notes
$1,494,360,000 $11,250,000 $1,483,110,000
Notes:--
(1)
Plus accrued interest, if any, from and including September 17, 2019 to the date the Notes are delivered to investors.
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, for the accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV against payment in New York, New York, on
or about September 17, 2019. The clearing and settlement system will be the book-entry system operated by DTC.







BofA Merrill Lynch
Morgan Stanley
RBC Capital Markets
SMBC Nikko
Prospectus Supplement dated September 10, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
RISK FACTORS

S-3

INCORPORATION OF INFORMATION FILED WITH THE SEC
S-4

GENERAL INFORMATION
S-5

DESCRIPTION OF NOTES
S-6

USE OF PROCEEDS
S-9

UNDERWRITING
S-10

TAXATION
S-15

VALIDITY OF SECURITIES
S-16
S-2
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", "Issuer", "we", "our", "ours" and "us" are to Vodafone Group Plc.
RISK FACTORS
You should carefully consider the following risk factors, in addition to the other information included in, and incorporated by reference into, this
prospectus supplement, including in the section entitled "Risk Factors" beginning on page 6 of the prospectus, and "Principal Risk Factors and
https://www.sec.gov/Archives/edgar/data/839923/000104746919005177/a2239650z424b2.htm[9/12/2019 3:41:07 PM]


Uncertainties" beginning on page 44 of our Annual Report on Form 20-F for the financial year ended March 31, 2019, filed by us with the SEC and
incorporated by reference into this prospectus supplement.
The risks set forth below and incorporated by reference comprise all material risks known to us. All of these risk factors and events are contingencies
that may or may not occur. We may face a number of the described risks simultaneously and one or more described risks may be interdependent. The
risk factors are based on assumptions that could turn out to be incorrect.
You should carefully review this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference and should
form your own views before making an investment decision with respect to the Notes. You should also consult your own financial, legal and tax advisers
to carefully review the risks associated with the Notes included in, and incorporated by reference into, this prospectus supplement and consider such an
investment decision in light of your personal circumstances.
Risks Related to the Notes
We may not be able to repurchase the Notes upon a change of control.
Upon the occurrence of specific kinds of change of control events, each holder of notes will have the right to require us to repurchase all or any part of
such holder's notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. If we experience
a change of control triggering event, there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to
repurchase the Notes. Our failure to repurchase the Notes as required under the indenture governing the Notes would result in a default under the
indenture, which could have material adverse consequences for us and the holders of the notes. See "Description of Notes--Redemption or Repurchase
Following a Change of Control."
S-3
Table of Contents
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 accompanying 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 this
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. Any statement made in this prospectus supplement or the accompanying prospectus or in a document incorporated or deemed
to be incorporated by reference into this prospectus supplement or the accompanying prospectus shall be deemed to be modified or superseded for
purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained herein or therein or in any
subsequently filed document that is incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes
such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement or the accompanying prospectus.
The documents incorporated by reference in this prospectus supplement and the accompanying 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
accompanying prospectus, among others, the following documents:
Vodafone SEC Filings (File N. 001-10086)

Period
Annual Report on Form 20-F

Year ended March 31, 2019, filed June 7, 2019
Report on Form 6-K

Trading update for the quarter ended June 30, 2019, filed September 9,
2019
Report on Form 6-K

Capitalization and Indebtedness Table as at March 31, 2019, filed
https://www.sec.gov/Archives/edgar/data/839923/000104746919005177/a2239650z424b2.htm[9/12/2019 3:41:07 PM]


September 10, 2019
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-4
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.
Vodafone's registered office is located at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.
S-5
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
the Debt Securities We May Offer" in the accompanying prospectus.
4.25% Notes due September 2050 (the "Notes")
Maturity
We will repay the Notes on September 17, 2050 at 100% of their principal amount, plus accrued and unpaid interest.
Date
Issue Date
September 17, 2019.
Issue Price
99.624% of the principal amount, plus accrued interest, if any, from and including September 17, 2019 to the date the Notes are
delivered to investors.
Interest Rate 4.25% per annum.
Interest
Semi-annually on March 17 and September 17 of each year, commencing March 17, 2020 up to and including the maturity date for the
Payment
Notes, subject to the applicable business day convention.
Dates
Business
Following, Unadjusted.
Day
Convention
Day Count
30/360.
Fraction
Optional
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
Make-Whole
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
https://www.sec.gov/Archives/edgar/data/839923/000104746919005177/a2239650z424b2.htm[9/12/2019 3:41:07 PM]


Redemption
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 35 basis points.
Underwriting 0.75%
Discount
CUSIP
92857W BU3
Number
ISIN
US92857WBU36
Number
The following terms apply to the Notes:
Redemption If a Change of Control Put Event occurs, then the holder of a Note will have the option, as described under "Additional Mechanics--
or
Redemption or Repurchase Following a Change of Control" in the accompanying prospectus, to require Vodafone to redeem or, at
Repurchase
Vodafone's option, purchase (or procure the purchase of) such Note at an optional redemption amount equal to 101% of the aggregate
Following a
principal amount of such Note, plus accrued and unpaid interest on such Note to the date of redemption, according to the terms and
Change of
limitations described under "Additional Mechanics--Redemption or Repurchase Following a Change of Control" in the accompanying
Control
prospectus.
Ranking
The Notes will rank equally with all present and future unsecured and unsubordinated indebtedness of Vodafone Group Plc. Because
we are a holding company, the Notes will effectively rank junior to any indebtedness or other liabilities of our subsidiaries.
S-6
Table of Contents
Regular Record Dates for Interest
With respect to each interest payment date, the regular record date for interest on global securities in
registered form will be the close of business on the Clearing System Business Day prior to the date for
payment, where "Clearing System Business Day" means Monday to 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 Additional Amounts
All payments on the Notes will be made without deducting United Kingdom ("U.K.") withholding taxes,
except as required by law. If any such 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 accompanying prospectus. Notwithstanding the
foregoing, any amounts to be paid on the Notes by us, or on our behalf, will be paid net of any deduction or
withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal
Revenue Code of 1986, as amended (the "Code"), or otherwise imposed pursuant to Sections 1471 through
1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental
agreement between the United States and another jurisdiction facilitating the implementation thereof (or any
fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (and
any such withholding or deduction, a "FATCA Withholding"). Neither we, nor any person, will be required
to pay any additional amounts in respect of FATCA Withholding.
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 September 17, 2019 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.
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.
https://www.sec.gov/Archives/edgar/data/839923/000104746919005177/a2239650z424b2.htm[9/12/2019 3:41:07 PM]


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 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 the Notes.
S-7
Table of Contents
Comparable
"Comparable treasury price" means, with respect to any redemption date, the average of the reference treasury dealer quotations
Treasury Price
for such redemption date.
Quotation Agent
"Quotation agent" means the reference treasury dealer appointed by us.
Reference
"Reference treasury dealer" means any primary U.S. government securities dealer in New York City selected by us.
Treasury Dealer
Reference
"Reference treasury dealer quotations" means with respect to each reference treasury dealer and any redemption date, the average,
Treasury Dealer
as determined by the Quotation Agent, of the bid and asked prices for the comparable treasury issue (expressed as a percentage of
Quotations
its principal amount) quoted in writing to the Quotation Agent by such reference treasury dealer at 5:00 p.m. New York City Time
on the third business day preceding such redemption date.
Listing
We will file an application to list the Notes on the Nasdaq Global Market. We expect that the Notes will be eligible for trading on
the Nasdaq Global Market within 30 days after delivery of the Notes.
Use of Proceeds
We intend to use the net proceeds from this offering for general corporate purposes, including refinancing upcoming maturities.
(after deducting
See "Use of Proceeds".
underwriting
discounts but not
estimated
expenses)
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 S-3 of this prospectus supplement, "Risk Factors" beginning on page 6 of the accompanying prospectus and
"Principal risk factors and uncertainties" beginning on page 44 of our Annual Report on Form 20-F for the fiscal year ended
March 31, 2019 for risks involved with an investment in the Notes.
Trustee and
The Bank of New York Mellon.
Principal Paying
Agent
Timing and
We currently expect delivery of the Notes to occur on or about September 17, 2019.
Delivery
Underwriters
BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc.
Prohibition of
Applicable.
Sales to EEA
Retail Investors
S-8
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds (after underwriting discounts but before expenses) from the sale of the Notes will be approximately $1,483,110,000.
We intend to use the net proceeds from the sale of the Notes for general corporate purposes, including refinancing upcoming maturities.
https://www.sec.gov/Archives/edgar/data/839923/000104746919005177/a2239650z424b2.htm[9/12/2019 3:41:07 PM]


S-9
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
Underwriter

of Notes

BofA Securities, Inc.
$
375,000,000
Morgan Stanley & Co. LLC
$
375,000,000
RBC Capital Markets, LLC
$
375,000,000
SMBC Nikko Securities America, Inc
$
375,000,000
?
?
?
?
?
Total
$ 1,500,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?
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 0.45% of the principal
amount of the 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 0.30% 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 of the Notes.
The Notes are new issues of securities with no established trading markets. Application will be made to list the Notes on the Nasdaq Global Market. We
expect that the Notes will be eligible for trading on the Nasdaq Global Market within 30 days after delivery of the Notes. We have been advised by the
underwriters that the underwriters intend to make markets 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 markets for the Notes.
Certain of the underwriters may not be U.S. registered broker-dealers and accordingly will not effect any sales within the United States except in
compliance with applicable U.S. laws and regulations, including the rules of FINRA.
Delivery of the Notes will be made against payment on September 17, 2019. Trades of securities in the secondary market generally are required to settle
in two business days, referred to as T+2, 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+2 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.
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 in the ordinary course of business with us and our affiliates for which they received or will
receive customary fees, commissions and expenses. In addition, in the ordinary course of their business activities, the underwriters
S-10
Table of Contents
and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and
https://www.sec.gov/Archives/edgar/data/839923/000104746919005177/a2239650z424b2.htm[9/12/2019 3:41:07 PM]


financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities
may involve securities and/or instruments of ours or our affiliates. Certain of the underwriters or their affiliates that have a lending relationship with us
routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates
would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in
our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading
prices of the notes offered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express
independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or
short positions in such securities and instruments.
The Company intends to use the net proceeds from this offering for general corporate purposes, including refinancing upcoming maturities. See "Use of
Proceeds."
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 $175,000.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the U.S. Securities Act of 1933.
(1)
Each of the underwriters has severally represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or
otherwise make available any Notes which are the subject of the offering to any retail investor in the EEA. For the purposes of this provision:
(a)
the expression "retail investor" means a person who is one (or more) of the following:
(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II");
(ii)
a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii)
not a qualified investor as defined Regulation (EU) No.2017/1129 of the European Parliament (the "Prospectus Regulation"); and
(b)
the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer
and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes.
(2)
Each underwriter has represented, warranted and agreed that, in connection with the distribution of the Notes:
(a)
it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 ("FSMA") with respect to
anything done by it in relation to the Notes 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 Notes in circumstances in which Section 21(1) of the FSMA does not apply to Vodafone Group Plc (the "Issuer").
Selling Restrictions
Notice to Prospective Investors in the EEA
PRIIPs Regulation/PROHIBITION OF SALES TO EEA RETAIL INVESTORS--The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of the
Insurance Mediation Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as
S-11
Table of Contents
defined in Regulation (EU) No.2017/1129 of the European Parliament (the "Prospectus Regulation"). Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available
https://www.sec.gov/Archives/edgar/data/839923/000104746919005177/a2239650z424b2.htm[9/12/2019 3:41:07 PM]


to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
This prospectus supplement has been prepared on the basis that any offer of the Notes in any Member State of the EEA will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. This prospectus supplement is not a
prospectus for the purposes of the Prospectus Regulation.
Notice to Prospective Investors in the United Kingdom
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (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 document or
any of its contents.
Notice to Prospective Investors in Canada
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and that are not created or used solely to purchase or
hold securities as an accredited investor described in paragraph (m) of the definition of "accredited investor". Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus
supplement and accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or
damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The
purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or
consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Notice to Prospective Investors in Switzerland
The Notes may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or
regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard
to, the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing
prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.
Neither this document nor any other offering or marketing material relating to the Notes or the offering thereof may be publicly distributed or otherwise
made publicly available in Switzerland.
Neither this document nor any other offering or marketing material relating to the Issuer, the Notes or the offering thereof have been or will be filed with
or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of Notes will not be supervised by, the
Swiss Financial Market Supervisory Authority FINMA ("FINMA"), and the offer of Notes has not been and will not be authorized under the Swiss
Federal Act on Collective Investment Schemes ("CISA"). The investor
S-12
Table of Contents
protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the Notes.
Notice to Prospective Investors in the United Arab Emirates
The Notes have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai
International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre)
governing the issue, offering and sale of securities. Further, this prospectus supplement and the accompanying prospectus do not constitute a public offer
of securities in the United Arab Emirates (including the Dubai International Financial Centre) and are not intended to be a public offer. The prospectus
supplement and the accompanying prospectus have not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and
Commodities Authority or the Dubai Financial Services Authority.
Notice to Prospective Investors Hong Kong
https://www.sec.gov/Archives/edgar/data/839923/000104746919005177/a2239650z424b2.htm[9/12/2019 3:41:07 PM]


The Notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the
meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors"
within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a "prospectus" within the meaning of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Notes may be issued or may be in
the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which
are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to
Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Notice to Prospective Investors in Japan
The Notes have not been and will not be registered for a public offering in Japan pursuant to Article 4, Paragraph 1 of the Financial Instruments and
Exchange Act of Japan (Act No. 25 of 1948, as amended; the "FIEA"). The Notes may not be offered or sold, directly or indirectly, in Japan or to or for
the account or benefit of any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity
organized under the laws of Japan or having its principal office in Japan) or to, or for the account or benefit of, others for reoffering or resale, directly or
indirectly, in Japan or to or for the account or benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the
FIEA and otherwise in compliance with the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant
time.
Notice to Prospective Investors in Singapore
This prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this prospectus supplement, the accompanying prospectus, any free writing prospectus and any other document or material in connection
with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold,
or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an
institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA")) pursuant to Section 274 of the
SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to
Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited
investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one
or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is
S-13
Table of Contents
an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the
beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has
acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person, or any person
arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer;
(3) by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 37A of the Securities and Futures (Offers of
Investments) Securities and Securities-based Derivatives Contracts Regulations 2018).
Singapore Securities and Futures Act Product Classification: In connection with Section 309B of the SFA and the CMP Regulations 2018, the Issuer has
determined, and herby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are 'prescribed capital markets products'
(as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Payment of Additional Amounts
All payments on the Notes will be made without deducting U.K. withholding taxes, except as required by law. If any such 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 accompanying prospectus. Notwithstanding the foregoing, any amounts to be paid on the Notes by
us, or on our behalf, will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the
U.S. Internal Revenue Code of 1986, as amended (the "Code"), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any
regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction
facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement)
(and any such withholding or deduction, a "FATCA Withholding"). Neither we, nor any person, will be required to pay any additional amounts in
respect of FATCA Withholding.
https://www.sec.gov/Archives/edgar/data/839923/000104746919005177/a2239650z424b2.htm[9/12/2019 3:41:07 PM]


Document Outline