Bond Vodafone Group Ltd 5.125% ( US92857WBX74 ) in USD

Vodafone Group Ltd

100 % ▲

United Kingdom

US92857WBX74 ( in USD )

5.125% per year ( payment 2 times a year)

03/06/2081

Prospectus brochure of the bond Vodafone Group PLC US92857WBX74 en USD 5.125%, maturity 03/06/2081

1 000 USD

950 000 000 USD

92857WBX7

BB+ ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

04/06/2026 ( In 117 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.

The Bond issued by Vodafone Group Ltd ( United Kingdom ) , in USD, with the ISIN code US92857WBX74, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 03/06/2081

The Bond issued by Vodafone Group Ltd ( United Kingdom ) , in USD, with the ISIN code US92857WBX74, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Vodafone Group Ltd ( United Kingdom ) , in USD, with the ISIN code US92857WBX74, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Amount to be
Amount of Registration
Securities Offered
registered
Fee(1)
NC5.25 Capital Securities due 2081
$500,000,000
$54,550
NC10 Capital Securities due 2081
$1,000,000,000
$109,100
NC30 Capital Securities due 2081
$950,000,000
$103,645
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

TABLE OF CONTENTS
Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333- 240163
Prospectus Supplement to Prospectus dated July 29, 2020
U.S.$2,450,000,000
VODAFONE GROUP PLC
U.S.$500,000,000 NC5.25 CAPITAL SECURITIES DUE 2081
U.S.$1,000,000,000 NC10 CAPITAL SECURITIES DUE 2081
U.S.$950,000,000 NC30 CAPITAL SECURITIES DUE 2081
The securities offered by this prospectus supplement comprise the U.S.$500,000,000 NC5.25 Capital Securities due 2081 (the "Tranche 1 Securities"), the
U.S.$1,000,000,000 NC10 Capital Securities due 2081 (the "Tranche 2 Securities") and the U.S.$950,000,000 NC30 Capital Securities due 2081 (the "Tranche 3 Securities",
and together with the Tranche 1 Securities and the Tranche 2 Securities, the "Securities"). The Securities wil be unsecured and wil constitute subordinated obligations of
Vodafone Group Plc. See "Description of Securities--Subordination".
The Tranche 1 Securities wil bear interest on their principal amount from (and including) the Issue Date (as defined in this prospectus supplement) to (but excluding)
September 4, 2026 (the "First Tranche 1 Reset Date") at a rate of [·]% per annum, payable semi-annual y in arrears on March 4 and September 4 in each year, commencing
March 4, 2022. Thereafter, unless previously redeemed, the Tranche 1 Securities wil bear interest from (and including) the First Tranche 1 Reset Date to (but excluding)
September 4, 2031 at a rate per annum equal to the Five-Year Treasury Rate (as defined in this prospectus supplement) for the relevant Reset Period (as defined in this
prospectus supplement) plus the Margin (as defined in this prospectus supplement) applicable to that Reset Period, payable semi-annual y in arrears on March 4 and
September 4 in each year. Thereafter, unless previously redeemed, the Tranche 1 Securities wil bear interest from (and including) September 4, 2031 to (but excluding)
September 4, 2046 at a rate per annum equal to the Five-Year Treasury Rate (as defined in this prospectus supplement) for the relevant Reset Period (as defined in this
prospectus supplement) plus the Margin (as defined in this prospectus supplement) applicable to that Reset Period, payable semi-annual y in arrears on March 4 and
September 4 in each year. From (and including) September 4, 2046 up to (but excluding) June 4, 2081, unless previously redeemed, the Tranche 1 Securities wil bear
interest at a rate per annum equal to the Five-Year Treasury Rate for the relevant Reset Period plus the Margin applicable to that Reset Period payable semi-annual y in
arrears on March 4 and September 4 in each year, and at maturity.
The Tranche 2 Securities wil bear interest on their principal amount from (and including) the Issue Date (as defined in this prospectus supplement) to (but excluding)
June 4, 2031 (the "First Tranche 2 Reset Date") at a rate of [·]% per annum, payable semi-annual y in arrears on June 4 and December 4 in each year, commencing
December 4, 2021. Thereafter, unless previously redeemed, the Tranche 2 Securities wil bear interest from (and including) the First Tranche 2 Reset Date to (but excluding)
June 4, 2051 at a rate per annum equal to the Five-Year Treasury Rate (as defined in this prospectus supplement) for the relevant Reset Period (as defined in this prospectus
supplement) plus the Margin applicable to that Reset Period, payable semi-annual y in arrears on June 4 and December 4 in each year. From (and including) June 4, 2051 up
to (but excluding) June 4, 2081, unless previously redeemed, the Tranche 2 Securities wil bear interest at a rate per annum equal to the Five-Year Treasury Rate for the
relevant Reset Period plus the Margin applicable to that Reset Period payable semi-annual y in arrears on June 4 and December 4 in each year.
The Tranche 3 Securities wil bear interest on their principal amount from (and including) the Issue Date (as defined in this prospectus supplement) to (but excluding)
June 4, 2051 (the "First Tranche 3 Reset Date") at a rate of [·]% per annum, payable semi-annual y in arrears on June 4 and December 4 in each year, commencing
December 4, 2021. Thereafter, unless previously redeemed, the Tranche 3 Securities wil bear interest from (and including) the First Tranche 3 Reset Date to (but excluding)
June 4, 2071 at a rate per annum equal to the Five-Year Treasury Rate (as defined in this prospectus supplement) for the relevant Reset Period (as defined in this prospectus
supplement) plus the Margin applicable to that Reset Period, payable semi-annual y in arrears on June 4 and December 4 in each year. From (and including) June 4, 2071 up
to (but excluding) June 4, 2081, unless previously redeemed, the Tranche 3 Securities wil bear interest at a rate per annum equal to the Five-Year Treasury Rate for the
relevant Reset Period plus the Margin applicable to that Reset Period payable semi-annual y in arrears on June 4 and December 4 in each year.
See "Description of Securities--Interest Payments" for additional information in relation to the foregoing.
In addition, if we do not elect to redeem a tranche of the Securities fol owing the occurrence of a Change of Control Event (as defined in this prospectus supplement), the
then prevailing interest rate per annum (and each subsequent interest rate per annum otherwise determined as set forth in "Description of Securities--Interest Payments")
for such tranche wil be increased by 5% per annum with effect from (and including) the date on which the Change of Control Event occurs. See "Description of Securities--
Interest Payments--Step-up after Change of Control Event".
We may at our discretion elect to defer al or part of any payment of interest on the Securities. See "Description of Securities--Optional Interest Deferral". Any amounts so
deferred, together with further interest accrued thereon (at the interest rate per annum prevailing from time to time), shal constitute Arrears of Interest (as defined in this
prospectus supplement). We may pay outstanding Arrears of Interest, in whole or in part, at any time, provided that we wil pay any outstanding Arrears of Interest, in whole
but not in part, on the first occurring Mandatory Settlement Date (as defined in this prospectus supplement) fol owing the Interest Payment Date on which a Deferred
Interest Payment (as defined in this prospectus supplement) arose. See "Description of Securities--Optional Interest Deferral--Mandatory Settlement".
We may, by giving not less than 10 but not more than 60 calendar days' notice, redeem any tranche of the Securities in whole but not in part on any date during the period
commencing on (and including) the relevant First Cal Date (as defined in this prospectus supplement) to (and including) the relevant Reset Date or on any Interest Payment
Date thereafter, at 100% of their principal amount, together with any accrued and unpaid interest up to (but excluding) such date and any outstanding Arrears of Interest.
In addition, we may, by giving not less than 10 but not more than 60 calendar days' notice, redeem any tranche of the Securities in whole, but not in part, on any Business
Day fal ing prior to the relevant First Cal Date at the Make Whole Redemption Amount, together with any accrued and unpaid interest up to (but excluding) the Make Whole
Redemption Date and any outstanding Arrears of Interest (each such term as defined in this prospectus supplement). Upon the occurrence of an Accounting Event, a Capital
Event, a Change of Control Event, a Tax Event or a Withholding Tax Event (each such term as defined in this prospectus supplement), we may redeem any relevant tranche
of the Securities in whole, but not in part, at specified prices. See "Description of Securities--Redemption".
In addition, we may, upon the occurrence of an Accounting Event, a Capital Event, a Tax Event or a Withholding Tax Event, as an alternative to redemption, at any time,
without the consent of the holders of the Securities, either (i) substitute al , but not less than al , of any relevant tranche of the Securities for, or (i ) vary the terms of any
relevant tranche of the Securities with the effect that they remain or become, as the case may be, Qualifying Securities (as defined in this prospectus supplement). See
"Description of Securities--Substitution or Variation".
We intend to use the net proceeds from this offering for general corporate purposes, which may include funding repurchases of ordinary shares issued in connection with
the £1,720,000,000 1.50% Subordinated Mandatory Convertible Bonds due 2022.
Application wil be made to list the Securities on the Nasdaq Global Market. We expect that the Securities wil be eligible for trading on the Nasdaq Global Market within
30 days after delivery.
See "Risk Factors" beginning on page S-2 of this prospectus supplement, "Risk Factors" beginning on page 6 of the accompanying prospectus, "Principal risk
factors and uncertainties" beginning on page 62 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2020, "Risk Factors" beginning on page 42
of our Half Year Report for the six months ended September 30, 2020 and "Risk Factors" beginning on page 39 of our Preliminary Results for the year ended
March 31, 2021, which are incorporated by reference in this prospectus supplement and the accompanying prospectus, to read about factors you should consider
before investing in the Securities.
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.
Price to
Underwriting
Proceeds, Before
Public(1)
Discounts
Expenses(2)
Per Tranche 1 Security
100%
0.700%
99.300%
Total for the Tranche 1 Securities
U.S.$500,000,000
U.S.$3,500,000
U.S.$496,500,000
Per Tranche 2 Security
100%
0.700%
99.300%
Total for the Tranche 2 Securities
U.S.$1,000,000,000
U.S.$7,000,000
U.S.$993,000,000
Per Tranche 3 Security
100%
0.700%
99.300%
Total for the Tranche 3 Securities
U.S.$950,000,000
U.S.$6,650,000
U.S.$943,350,000
Notes:
(1) Plus accrued interest, if any, from and including June 4, 2021 to the date the Securities are delivered to investors.
(2) See "Underwriting" beginning on page S-35 of this prospectus supplement.
The underwriters expect to deliver the Securities 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 June 4, 2021. The clearing and
settlement system wil be the book-entry system operated by DTC.
Barclays
BofA Securities
J.P. Morgan
Mizuho Securities Standard Chartered Bank
Prospectus Supplement dated June 1, 2021.

TABLE OF CONTENTS

TABLE OF CONTENTS
Prospectus Supplement
Page
RISK FACTORS
S-2
INCORPORATION OF INFORMATION FILED WITH THE SEC
S-6
GENERAL INFORMATION
S-7
SUMMARY OF THE OFFERING
S-8
DESCRIPTION OF SECURITIES
S-16
USE OF PROCEEDS
S-35
UNDERWRITING
S-35
TAXATION
S-41
VALIDITY OF SECURITIES
S-45
Prospectus
Page
VODAFONE GROUP PLC
5
RISK FACTORS
6
ABOUT THIS PROSPECTUS
8
WHERE YOU CAN FIND MORE INFORMATION
9
FORWARD-LOOKING STATEMENTS
11
USE OF PROCEEDS
13
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
14
DESCRIPTION OF WARRANTS WE MAY OFFER
36
DESCRIPTION OF PREFERENCE SHARES WE MAY OFFER
42
LEGAL OWNERSHIP
44
CLEARANCE AND SETTLEMENT
47
TAXATION
51
PLAN OF DISTRIBUTION
66
EXPERTS
69

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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 "Issuer", "Vodafone", "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 "Principal Risk Factors and Uncertainties"
beginning on page 62 of our Annual Report on Form 20-F for the fiscal year ended
March 31, 2020, in the section entitled "Risk Factors" beginning on page 42 of our Half
Year Report for the six months ended September 30, 2020 and in the section entitled
"Risk Factors" beginning on page 39 of the Preliminary Results for the year ended
March 31, 2021, 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 Securities. You should
also consult your own financial, legal and tax advisers to carefully review the risks
associated with the Securities 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 Securities
The Securities will be subject to optional redemption by the Issuer including upon
the occurrence of certain events
Each tranche of the Securities wil be redeemable, at our option, in whole but not in
part on not less than 10 but not more than 60 calendar days' notice on (i) any date
during the period commencing on (and including) the relevant First Cal Date to (and
including) the relevant First Reset Date or (i ) any Interest Payment Date thereafter at
their principal amount, together with any accrued and unpaid interest up to (but
excluding) the redemption date and any outstanding Arrears of Interest. Furthermore,
we may, by giving not less than 10 but not more than 60 calendar days' notice,
redeem any tranche of the Securities in whole, but not in part, on any Business Day
fal ing prior to the relevant First Cal Date at the Make Whole Redemption Amount (as
defined under "Description of Securities--Redemption") together with any accrued and
unpaid interest up to (but excluding) the Make Whole Redemption Date (as defined
under "Description of Debt Securities--Redemption") and any outstanding Arrears of
Interest. In addition, upon the occurrence of an Accounting Event, a Capital Event, a
Change of Control Event, a Tax Event or a Withholding Tax Event (each as defined
under "Description of Securities--Redemption"), we wil , by giving not less than 10 but
not more than 60 calendar days' notice, have the option to redeem, in whole but not in
part, any relevant tranche of the Securities at the prices set out in the "Description of
Securities--Redemption", in each case together with any accrued and unpaid interest
up to (but excluding) the redemption date and any outstanding Arrears of Interest.
During any period when we may elect to redeem any tranche of the Securities or are
perceived to be able to redeem such tranche of the Securities, the market value of
such Securities general y wil not rise substantial y above the price at which they can
be redeemed. This also may be true prior to any redemption period.
We may redeem any tranche of the Securities when our cost of borrowing is lower than
the interest payable on them. At those times, an investor may not be able to reinvest
the redemption proceeds at an effective interest rate as high as the interest payable
on the Securities being redeemed and may only be able to do so at a significantly
lower rate. Potential investors should consider this reinvestment risk in light of other
investments that might be available.

There is no redemption at the option of the holders of any tranche of the Securities
("Holders").
The current IFRS accounting classification of financial instruments such as the
Securities as financial liabilities may change, which may result in the occurrence of
an Accounting Event
In June 2018, the International Accounting Standards Board published the discussion
paper DP/2018/1 on "Financial Instruments with Characteristics of Equity" (the
"DP/2018/1 Paper") and a public meeting was

S-2

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held on this matter in 2020. If the proposals set out in the DP/2018/1 Paper are
implemented in their current form, the current IFRS accounting classification of
financial instruments such as the Securities as financial liabilities may change in the
future and this may result in the occurrence of an Accounting Event. In such an event,
we may have the option to redeem, in whole but not in part, any relevant tranche of
the Securities (pursuant to the conditions set forth under "Description of Securities--
Redemption--Redemption for Accounting Reasons") or substitute, or vary the terms of,
such Securities in accordance with the conditions set forth under "Description of
Securities--Substitution or Variation". No assurance can be given as to the future
classification of the Securities from an accounting perspective or whether any such
change may result in the occurrence of an Accounting Event, thereby providing us with
the option to redeem, substitute or vary the terms of any relevant tranche of the
Securities.
The interest rate on each tranche of the Securities will reset on the relevant First
Reset Date and on every relevant Reset Date thereafter, and any interest payable
after a Reset Date may be less than an earlier fixed rate
The interest rate on the Securities for each relevant Reset Period wil equal the Five-
Year Treasury Rate in relation to that Reset Period plus the Margin applicable to that
Reset Period. Therefore, the interest rate after the relevant First Reset Date could be
less than the fixed rate for the initial period and any interest payable after the relevant
First Reset Date and every Reset Date thereafter may be less than a prior fixed rate.
The Issuer has no control over the factors that may affect U.S. treasury rates, including
geopolitical conditions and economic, financial, political, regulatory, judicial or other
events that may impact U.S. treasury rates.
Historical U.S. treasury rates are not an indication of future U.S. treasury rates
In the past, U.S. treasury rates have experienced significant fluctuations. Holders
should note that historical levels, fluctuations and trends of U.S. treasury rates are not
necessarily indicative of future levels. Any historical upward or downward trend in U.S.
treasury rates is not an indication that U.S. treasury rates are more or less likely to
increase or decrease at any time after the relevant First Reset Date and you should not
take the historical U.S. treasury rates as an indication of future Five-Year Treasury
Rates.
Our obligations under the Securities are subordinated
Our obligations under the Securities wil be unsecured and subordinated. In the event
that an order is made, or an effective resolution is passed, for the winding-up of the
Issuer (otherwise than for the purposes of a solvent winding-up solely for the purposes
of a reorganization, reconstruction, amalgamation or the substitution in place of the
Issuer of a "successor in business" (as defined in this prospectus supplement) of the
Issuer, the terms of which reorganization, reconstruction, amalgamation or substitution
do not provide for a claim to be made in the winding-up or administration of the Issuer
in respect of the Securities) or an administrator of the Issuer has been appointed and
such administrator gives notice that it intends to declare and distribute a dividend, the
claims of the Holders wil rank junior to the claims of holders of al Senior Obligations
and pari passu with the claims of holders of al Parity Obligations. See "Description of
Securities--Subordination".
A Holder may, therefore, recover less than the holders of unsubordinated or other prior
ranking subordinated liabilities of the Issuer. Furthermore, the terms of the Securities
wil not limit the amount of the liabilities ranking senior to, or pari passu with, the
Securities which may be incurred or assumed by the Issuer from time to time, whether
before or after the Issue Date. The Securities wil also be structural y subordinated to
al obligations of our subsidiaries including claims with respect to trade payables (and
the terms of the Securities also do not limit the amount of debt or other obligations
that may be incurred at the level of our subsidiaries). The incurrence of any such other
liabilities may reduce the amount (if any) recoverable by Holders on a winding-up or
administration of the Issuer (or its subsidiaries) and/or may increase the likelihood of a
deferral of interest payments under the Securities.
In addition, subject to applicable law, no Holder may exercise, claim or plead any right
of set-off, compensation or retention in respect of any amount owed to it by us in

respect of, or arising under or in connection with, the Securities and each Holder shal ,
by virtue of their holding of any Security, be deemed to have waived al such rights of
set-off, compensation or retention.
Accordingly, an investor in subordinated securities such as the Securities may lose al
or some of their investment should the Issuer become insolvent.

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We have the right to defer interest payments on the Securities
We may, at our discretion, elect to defer al or part of any payment of interest on the
Securities. See "Description of Securities--Optional Interest Deferral". While the
deferral of payment of interest continues, we are not prohibited from making
payments on any instrument ranking senior to the relevant Securities or on certain
instruments ranking pari passu with the relevant Securities and, in such event, the
Holders are not entitled to claim immediate payment of interest so deferred. Only upon
the occurrence of a Compulsory Arrears of Interest Settlement Event or upon the Issuer
making payment of interest on the Securities on a scheduled Interest Payment Date
fol owing the Interest Payment Date on which a Deferred Interest Payment first arose
or the date of which the relevant Securities are redeemed or repaid in accordance with
the conditions set forth under "Description of Securities--Subordination", "Description
of Securities--Redemption" or "Description of Securities--Event of Default", wil the
Issuer be obliged to pay any such Arrears of Interest to Holders.
Any such deferral of interest payment shal not constitute a default for any purpose
unless such payment is required in accordance with the conditions set forth under
"Description of Securities--Optional Interest Deferral--Mandatory Settlement".
Any deferral of interest payments is likely to have an adverse effect on the market
price of the relevant Securities. In addition, as a result of the interest deferral provision
of any tranche of the Securities, the market price of the relevant Securities may be
more volatile than the market prices of other debt securities without such interest
deferral provision.
Limited Remedies
Payments of interest on the Securities may be deferred in accordance with the
conditions set forth under "Description of Securities--Optional Interest Deferral--
Deferral of Payments" and interest wil not therefore be due other than in connection
with a Mandatory Settlement.
The only Event of Default under the Securities is if a default is made by the Issuer for a
period of 14 days or more in the payment of any principal or premium (if any) or
21 days or more in the payment of any interest, in each case in respect of the relevant
Securities and which is due. Therefore, it wil only be possible for the Holders to
enforce claims for payment of principal, premium (if any) or interest in respect of the
relevant Securities when the same are due.
In addition, in the event that an order is made, or an effective resolution is passed, for
the winding-up of the Issuer (otherwise than for the purposes of a solvent winding-up
solely for the purposes of a reorganization, reconstruction, amalgamation or the
substitution in place of the Issuer of a "successor in business" of the Issuer, the terms
of which reorganization, reconstruction, amalgamation or substitution do not provide
for a claim to be made in the winding-up or administration of the Issuer in respect of
the Securities) or an administrator of the Issuer has been appointed and such
administrator gives notice that it intends to declare and distribute a dividend, the
claims of Holders wil be subordinated to the claims of holders of al Senior Obligations.
See "Description of Securities--Subordination". Accordingly, the claims of holders of al
Senior Obligations wil first have to be satisfied in any winding-up or administration
proceedings before the Holders may expect to obtain any recovery in respect of their
Securities and prior thereto Holders wil have only limited ability to influence the
conduct of such winding-up or administration proceedings.
Variation or substitution of the Securities without the consent of Holders
We may, in our sole discretion and without the consent or approval of Holders, elect to
substitute Qualifying Securities for any relevant tranche of the Securities, or vary the
terms of any relevant tranche of the Securities with the effect that they become or
remain Qualifying Securities as an alternative to redemption at any time fol owing the
occurrence of a Tax Event, a Withholding Tax Event, a Capital Event or an Accounting
Event which is continuing. While Qualifying Securities are required to have terms not

otherwise material y less favorable to Holders than the terms of the relevant
Securities, there can be no assurance that the Qualifying Securities wil not have a
significant adverse impact on the price of, and/or market for, the relevant Securities or
the circumstances of individual Holders.

S-4