Vodafone Group Plc announced the final results of its previously announced cash tender offer to purchase up to $730,000,000 aggregate principal amount of its outstanding 4.375% Notes due February 2043 (the ?2043 Notes?) upon the terms of, and subject to the conditions in, the offer to purchase dated June 25, 2024 (the ?Offer to Purchase?). On June 28, 2024, the Company closed the offering of $2,000,000,000 5.750% Notes due 2054 and $1,000,000,000 5.875% Notes due 2064 (together, the ?New Notes?). The proceeds from the issuance of the New Notes, together with existing cash balances, are expected to fund the Maximum Tender Offers.

As a result, the New Financing Condition has been satisfied with respect to the Maximum Tender Offers. The offers to purchase for cash with respect to the Maximum Tender Offer Notes (as defined in the Offer to Purchase) are referred to herein as the ?Maximum Tender Offers?. Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

The following table sets out the aggregate principal amount of 2043 Notes validly tendered and not validly withdrawn in the Maximum Tender Offers at or prior to the Maximum Tender Expiration Time, as reported by the Information and Tender Agent: Title of Security: 4.375% Notes due February 2043 Aggregate Principal Amount Tendered: $640,383,000 Series Tender Cap: $730,000,000 Aggregate Principal Amount Accepted: $640,383,000 The offer with respect to the 2043 Notes is subject to the series tender cap set out above (?Series Tender Cap?), which is specified as an aggregate principal amount of the 2043 Notes. The Company will purchase 2043 Notes subject to the Series Tender Cap set forth in the table above. For each $1,000 principal amount of 2043 Notes validly tendered after 5:00 p.m., New York City time, on July 9, 2024 (the ?Early Tender Time?) and at or prior to the Maximum Tender Expiration Time (as defined below) and accepted for purchase.

The Late Maximum Tender Offer Consideration in respect of the 2043 Notes was calculated at or around 10:00 a.m., New York City time, July 10, 2024 in accordance with standard market practice, as described in the Offer to Purchase. Does not include Accrued Interest, which will also be paid in addition to the Maximum Tender Total Consideration or the Late Maximum Tender Offer Consideration, as applicable. The offer with respect to the 2043 Notes expired at 5:00 p.m., New York City time, on July 24, 2024 (the ?Maximum Tender Expiration Time?).

According to information provided by the Information and Tender Agent for the Maximum Tender Offers, $640,383,000 aggregate principal amount of the 2043 Notes were validly tendered. This includes $638,723,000 aggregate principal amount of the 2043 Notes that were validly tendered and not validly withdrawn pursuant to the Maximum Tender Offers at or prior to the Early Tender Time, and (ii) an additional $1,660,000 aggregate principal amount of the 2043 Notes, validly tendered after the Early Tender Time but at or prior to the Maximum Tender Expiration Time. Such payment is expected to be made on the second business day after the Maximum Tender Expiration Time, July 26, 2024 (the ?Maximum Tender Settlement Date?).

All Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase were paid in full by the Company on July 12, 2024. Holders of 2043 Notes who validly tendered their 2043 Notes after the Early Tender Time and at or prior to the Maximum Tender Expiration Time in the manner described in the Offer to Purchase will receive the applicable Late Maximum Tender Offer Consideration, together with an amount equal to the Accrued Interest thereon. Interest will cease to accrue on the Maximum Tender Settlement Date for all such 2043 Notes accepted.