3.750% Notes due January 2024 (the “Tranche 1 Notes”)

Expected Ratings(1)

Baa1 (negative watch) / BBB+ (negative outlook) / BBB+ (stable outlook) (Moody’s / S&P / Fitch)

Maturity Date

We will repay the Tranche 1 Notes on January 16, 2024 at 100% of their principal amount, plus accrued and unpaid interest.

Issue Date

May 30, 2018.

Issue Price

99.153% of the principal amount, plus accrued interest, if any, from and including May 30, 2018 to the date the Tranche 1 Notes are delivered to investors.

Interest Rate

3.750% per annum.

Interest Payment Dates

Semi-annually on January 16 and July 16 of each year, commencing January 16, 2019 (long first coupon) 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 20 basis points.

Special Mandatory Redemption

The completion of the offering is not contingent upon the completion of the Acquisition (as defined below). If our acquisition of Liberty Global plc’s operations in Germany, the Czech Republic, Hungary and Romania (the “Acquisition”) has not closed on or prior to July 31, 2019, we will be required to send a notice of mandatory redemption to the holders of the Tranche 1 Notes fixing the date of such mandatory redemption (such date to be 5 days from the sending of the notice of mandatory redemption). On such mandatory redemption date, we will be required to redeem the Tranche 1 Notes, in whole but not in part, at a redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest on such notes to the date of redemption.
The proceeds of this offering will not be deposited into an escrow account pending any special redemption of the Tranche 1 Notes. Our ability to pay the redemption price to holders of the Tranche 1 Notes following a special mandatory redemption may be limited by our then existing financial resources, and sufficient funds may not be available when necessary to make any required purchases of Tranche 1 Notes.

Underwriting Discount

0.170%

CUSIP Number

92857W BH2

ISIN Number

US92857WBH25

4.125% Notes due May 2025 (the “Tranche 2 Notes”)

Expected Ratings(1)

Baa1 (negative watch) / BBB+ (negative outlook) / BBB+ (stable outlook) (Moody’s / S&P / Fitch)

Maturity Date

We will repay the Tranche 2 Notes on May 30, 2025 at 100% of their principal amount, plus accrued and unpaid interest.

Issue Date

May 30, 2018.

Issue Price

99.029% of the principal amount, plus accrued interest, if any, from and including May 30, 2018 to the date the Tranche 2 Notes are delivered to investors.

Interest Rate

4.125% per annum.

Interest Payment Dates

Semi-annually on May 30 and November 30 of each year, commencing November 30, 2018 up to and including the maturity date for the Tranche 2 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 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 20 basis points.

Special Mandatory Redemption

The completion of the offering is not contingent upon the completion of the Acquisition. If the Acquisition has not closed on or prior to July 31, 2019, we will be required to send a notice of mandatory redemption to the holders of the Tranche 2 Notes fixing the date of such mandatory redemption (such date to be 5 days from the sending of the notice of mandatory redemption). On such mandatory redemption date, we will be required to redeem the Tranche 2 Notes, in whole but not in part, at a redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest on such notes to the date of redemption.

The proceeds of this offering will not be deposited into an escrow account pending any special redemption of the Tranche 2 Notes. Our ability to pay the redemption price to holders of

the Tranche 2 Notes following a special mandatory redemption may be limited by our then existing financial resources, and sufficient funds may not be available when necessary to make any required purchases of Tranche 2 Notes.

Underwriting Discount

0.220%

CUSIP Number

92857W BJ8

ISIN Number

US92857WBJ80

4.375% Notes due May 2028 (the “Tranche 3 Notes”)

Expected Ratings(1)

Baa1 (negative watch) / BBB+ (negative outlook) / BBB+ (stable outlook) (Moody’s / S&P / Fitch)

Maturity Date

We will repay the Tranche 3 Notes on May 30, 2028 at 100% of their principal amount, plus accrued and unpaid interest.

Issue Date

May 30, 2018.

Issue Price

98.701% of the principal amount, plus accrued interest, if any, from and including May 30, 2018 to the date the Tranche 3 Notes are delivered to investors.

Interest Rate

4.375% per annum.

Interest Payment Dates

Semi-annually on May 30 and November 30 of each year, commencing November 30, 2018 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 25 basis points.

Underwriting Discount

0.300%

CUSIP Number

92857W BK5

ISIN Number

US92857WBK53

5.000% Notes due May 2038 (the “Tranche 4 Notes”)

Expected Ratings(1)

Baa1 (negative watch) / BBB+ (negative outlook) / BBB+ (stable outlook) (Moody’s / S&P / Fitch)

Maturity Date

We will repay the Tranche 4 Notes on May 30, 2038 at 100% of their principal amount, plus accrued and unpaid interest.

Issue Date

May 30, 2018.

Issue Price

98.104% of the principal amount, plus accrued interest, if any, from and including May 30, 2018 to the date the Tranche 4 Notes are delivered to investors.

Interest Rate

5.000% per annum.

Interest Payment Dates

Semi-annually on May 30 and November 30 of each year, commencing November 30, 2018 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 30 basis points.

Underwriting Discount

0.450%

CUSIP Number

92857W BL3

ISIN Number

US92857WBL37

5.250% Notes due May 2048 (the “Tranche 5 Notes” and, together with the Tranche 1 Notes, the Tranche 2 Notes, the Tranche 3 Notes and the Tranche 4 Notes, the “Fixed Rate Notes”)

Expected Ratings(1)

Baa1 (negative watch) / BBB+ (negative outlook) / BBB+ (stable outlook) (Moody’s / S&P / Fitch)

Maturity Date

We will repay the Tranche 5 Notes on May 30, 2048 at 100% of their principal amount, plus accrued and unpaid interest.

Issue Date

May 30, 2018.

Issue Price

99.208% of the principal amount, plus accrued interest, if any, from and including May 30, 2018 to the date the Tranche 5 Notes are delivered to investors.

Interest Rate

5.250% per annum.

Interest Payment Dates

Semi-annually on May 30 and November 30 of each year, commencing November 30, 2018 up to and including the maturity date for the Tranche 5 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 5 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 35 basis points.

Underwriting Discount

0.600%

CUSIP Number

92857W BM1

ISIN Number

US92857WBM10

Floating Rate Notes due January 2024 (the “Tranche 6 Notes” or the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Notes”)

Expected Ratings(1)

Baa1 (negative watch) / BBB+ (negative outlook) / BBB+ (stable outlook) (Moody’s / S&P / Fitch)

Maturity Date

We will repay the Tranche 6 Notes on January 16, 2024 at 100% of their principal amount, plus accrued and unpaid interest.

Issue Date

May 30, 2018.

Issue Price

100.000% of the principal amount, plus accrued interest, if any, from May 30, 2018.

Interest Rate

The interest rate for the period from May 30, 2018 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 May 30, 2018.

Base Rate

Three-month U.S. dollar LIBOR.

Three-Month U.S. Dollar LIBOR

“Three-month U.S. dollar LIBOR” means the London interbank offered rate for deposits in U.S. dollars for a three month period, as that rate appears on Reuters screen page “LIBOR01” at approximately 11:00 a.m., London time, on any interest determination date.

If no offered rate appears on Reuters screen page “LIBOR01” on the relevant interest determination date at approximately 11:00 a.m., London time, then we will select and identify to the calculation agent four major banks in the London interbank market, and the calculation agent will request the principal London offices of each of such banks to provide a quotation of the rate at which three-month deposits in U.S. dollars in

amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time for the applicable interest period. If at least two quotations are provided, three-month U.S. dollar LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of the quotations provided. If less than two quotes are provided, we will select and identify to the calculation agent three major banks in New York City, and the calculation agent will request each of such banks to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the interest determination date for loans in U.S. dollars to leading European banks for a three month period for the applicable interest period in an amount of at least $1,000,000. If three quotations are provided, three-month U.S. dollar LIBOR will be the arithmetic average of the quotations provided. Otherwise, the rate of interest for the next succeeding interest period will be equal to the rate of interest last determined in relation to the notes in respect of the preceding interest period, or, in the case of the first interest determination date prior to the first interest reset date, the initial base rate.

Notwithstanding the foregoing, if we determine on or prior to the relevant interest determination date, after consultation with an investment bank of national standing selected by us in our sole discretion, that three-month U.S. dollar LIBOR  has been discontinued, then we will appoint in our sole discretion an investment bank of national standing to determine whether there is a substitute or successor base rate to three-month U.S. dollar LIBOR that is consistent with accepted market practice. If such investment bank of national standing determines that there is such a substitute or successor base rate, the calculation agent shall use such substitute or successor base rate. In such case, the calculation agent will implement changes to the business day convention, the definition of business day, the interest determination date and any method for obtaining the substitute or successor base rate if such rate is unavailable on the relevant business day, in a manner that is consistent with industry accepted practices for such substitute or successor base rate, all as determined and directed by such investment bank of national standing; provided, however, that the calculation agent shall not be required to implement any such changes that affect its own rights, duties or immunities under the indenture, the calculation agent agreement or otherwise. If such investment bank of national standing determines that there is no such substitute or successor base rate as so provided above, the rate of interest for the next succeeding interest period will be equal to the rate of interest last determined in relation to the notes in respect of the preceding interest period.

Spread

Plus 0.990%.

Interest Payment Dates

Quarterly on January 16, April 16, July 16 and October 16 of each year, commencing July 16, 2018, up to and including the maturity date for the Tranche 6 Notes, subject to the applicable business day convention.

Interest Reset Dates

Starting with the interest period scheduled to commence on July 16, 2018, the interest reset date for each interest period will be the first day of such interest period, subject to the applicable business day convention.

Interest Determination Date

The interest determination date relating to a particular interest reset date will be the second London business day preceding such interest reset date.

Business Day Convention

Modified following.

Day Count Fraction

Actual/360 (ISDA).

Calculation Agent

The Bank of New York Mellon, London Branch, or its successor appointed by us.

Special Mandatory Redemption

The completion of the offering is not contingent upon the completion of the Acquisition. If the Acquisition has not closed on or prior to July 31, 2019, we will be required to send a notice of mandatory redemption to the holders of the Tranche 6 Notes fixing the date of such mandatory redemption (such date to be 5 days from the sending of the notice of mandatory redemption). On such mandatory redemption date, we will be required to redeem the Tranche 6 Notes, in whole but not in part, at a redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest on such notes to the date of redemption.

The proceeds of this offering will not be deposited into an escrow account pending any special redemption of the Tranche 6 Notes. Our ability to pay the redemption price to holders of the Tranche 6 Notes following a special mandatory redemption may be limited by our then existing financial resources, and sufficient funds may not be available when necessary to make any required purchases of Tranche 6 Notes.

Underwriting Discount

0.170%

CUSIP Number

92857W BN9

ISIN Number

US92857WBN92

The following terms apply to each tranche of the Notes:

Redemption or Repurchase Following a Change of Control

If a Change of Control Put Event (as defined in the prospectus) occurs, then the holder of a Note will have the option, as described under ‘‘Additional Mechanics — Redemption or Repurchase Following a Change of Control” in the prospectus, to require Vodafone to redeem or, at Vodafone’s 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, according to the terms and limitations described under ‘‘Additional Mechanics—Redemption or Repurchase Following a Change of Control’’ in the prospectus.

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 Group Plc. Because we are a holding company, the Notes will effectively rank junior to any indebtedness or other liabilities of our subsidiaries.

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

We intend to make all payments on the Notes without deducting United Kingdom (“U.K.”) withholding taxes. If any 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 prospectus.

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 the date of this 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 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.

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 relevant tranche of Fixed Rate 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 us.

Reference Treasury Dealer

“Reference treasury dealer” means any primary U.S. government securities dealer in New York City selected by us.

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 Quotation Agent, of the bid and asked prices for the comparable treasury issue (expressed as a percentage of 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 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 (after deducting underwriting discounts but not estimated expenses)

We intend to use the net proceeds from the sale of the Notes either to fund the Acquisition or for general corporate purposes.

Risk Factors

You should carefully consider all of the information in this final term sheet, the prospectus supplement and the prospectus, which includes information incorporated by reference. In particular, you should evaluate the specific factors under “Risk Factors” beginning on page S-2 of the prospectus supplement dated May 23, 2018, “Risk Factors” beginning on page 6 of the prospectus and “Principal risk factors and uncertainties” beginning on page 28 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2017 and “Risk Factors” on page 29 of our Half Year Report for the six months ended September 30, 2017 for risks involved with an investment in the Notes.

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 May 30, 2018.

Underwriters

Barclays Capital Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC.

Prohibition of Sales to EEA Retail Investors

Applicable.